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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



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FORM 20-F

|  |  |                                                                                               
|- |  | ----------------------------------------------------------------------------------------------
|o |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

|  |  |                                                                                     
|- |  | ------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |  |                                                                                     
|  |  | For the fiscal year ended April 30, 2003                                            

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |  |                                                                                         
|  |  | For the transition period from to                                                       

Commission file number 0-29862



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GEAC COMPUTER CORPORATION LIMITED

(Exact name of Registrant as specified in its charter)




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GEAC COMPUTER CORPORATION LIMITED

(Translation of Registrants name into English)




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Canada
(Jurisdiction of incorporation or organization)

11 Allstate Parkway, Suite 300, Markham, Ontario, Canada L3R 9T8
(Address of principal executive offices)



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Securities registered or to be registered pursuant to Section 12(b) of the Act.






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None

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Common Shares, no par value
(Title of Class)

Indicate the number of outstanding shares of each of the issuers classes
of capital or common stock as of the close of the period covered by the annual
report.

84,136,490 common shares outstanding at April 30, 2003

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. x Yes o No

Indicate by check mark which financial statement item the registrant has
elected to follow.

o
Item 17    x Item 18

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Not
Applicableo
Yes    o No

-2-



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TABLE OF CONTENTS



|                                                                                                             |                                                                                       |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                                                                      
|                                                                                                             | Item 1. Identity of Directors, Senior Management and Advisers                        
|                                                                                                             | Item 2. Offer Statistics and Expected Timetable                                      
|                                                                                                             | Item 3. Key Information                                                              
|Item 4. Information on the Company                                                                          
|                                                                                                             | Item 5. Operating and Financial Review and Prospects                                 
|                                                                                                             | Item 6. Directors, Senior Management and Employees                                   
|OPTIONS OF NAMED EXECUTIVE OFFICERS                                                                         
|AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
|                                                                                                             | Item 7. Major Shareholders and Related Party Transactions                            
|                                                                                                             | Item 8. Financial Information                                                        
|                                                                                                             | Item 9. The Offer and Listing                                                        
|                                                                                                             | Item 10. Additional Information                                                      
|                                                                                                             | Item 11. Quantitative and Qualitative Disclosures About Market Risk                  
|                                                                                                             | Item 12. Description of Securities Other than Equity Securities                      
|PART II                                                                                                     
|                                                                                                             | Item 13. Defaults, Dividend Arrearages and Delinquencies                             
|                                                                                                             | Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
|                                                                                                             | Item 15. Controls and Procedures                                                     
|                                                                                                             | Item 16A. Audit committee financial expert                                           
|                                                                                                             | Item 16B. Code of Ethics                                                             
|                                                                                                             | Item 16C. Principal Accountant Fees and Services                                     
|                                                                                                             | Item 16D. Exemption from the listing standards for audit committees                  
|PART III                                                                                                    
|                                                                                                             | Item 17. Financial Statements                                                        
|                                                                                                             | Item 18. Financial Statements                                                        
|                                                                                                             | Item 19. Exhibits                                                                    
|SIGNATURES                                                                                                  
|EXHIBIT INDEX                                                                                               
|Ex-4.4 Loan, Guaranty and Security Agreement                                                                
|Ex-4.5 First Amendment Agreement                                                                            
|Ex-4.12 Emeryville Lease                                                                                    
|Ex-4.17 Employment Agreement                                                                                
|Ex-4.25 Employment Agreement                                                                                
|Ex-4.26 Employment Agreement                                                                                
|Ex-8.1 Subsidiaries                                                                                         
|Ex-12.1 Certification of CEO                                                                                
|Ex-12.2 Certification of CFO                                                                                
|Ex-13.1 Certification pursuant to Section 906                                                               



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##### Table of Contents






PART I




Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.




Item 2. Offer Statistics and Expected Timetable

Not applicable.




Item 3. Key Information

A. Selected Consolidated Financial Information

The following selected consolidated financial information as of and for
the fiscal years ended April 30, 2003, 2002 and 2001 is derived from Geacs
audited consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America, or US
GAAP, which are included elsewhere in this Annual Report.

Geac has historically reported its results of operations in Canadian
dollars and, except as otherwise explicitly stated, all dollar amounts in this
Annual Report are stated in Canadian dollars. Beginning with the first quarter
of FY 2004, Geac will report its results in US dollars.

|                                                                    |  |                             |         |      |  |      |         |  |  |   |          |  
|------------------------------------------------------------------- |  | --------------------------- | ------- | ---- |  | ---- | ------- |  |  | - | -------- | -
|                                                                    |  | Fiscal year ended April 30,
|                                                                    |  |                            
|(in thousands of Canadian dollars, except share and per share data) |  | 2003                        |         | 2002 |  | 2001
|                                                                    |  |                             |         |      |  |     
|Revenues                                                            |  | $                           | 623,667 |      |  | $    | 716,534 |  |  | $ | 836,371  |  
|Income (loss) from operations                                       |  |                             | 88,689  |      |  |      | 67,805  |  |  |   | (346,792 | )
|Net income (loss)                                                   |  |                             | 54,085  |      |  |      | 42,064  |  |  |   | (234,792 | )
|Basic net income (loss) per share                                   |  |                             | 0.67    |      |  |      | 0.58    |  |  |   | (3.78    | )
|Diluted net income (loss) per share                                 |  |                             | 0.66    |      |  |      | 0.56    |  |  |   | (3.78    | )
|                                                                    |  |                             |         |      |  |      |         |  |  |   |          |  
|Total assets                                                        |  |                             | 452,052 |      |  |      | 448,388 |  |  |   | 428,339  |  
|Long-term debt                                                      |  |                             | 7,980   |      |  |      | 9,954   |  |  |   | 6,483    |  
|Share capital and additional paid-in capital                        |  |                             | 174,068 |      |  |      | 158,312 |  |  |   | 116,201  |  
|Shareholders equity (deficiency)                                   |  |                             | 86,404  |      |  |      | 23,562  |  |  |   | (56,953  | )
|                                                                    |  |                             |         |      |  |      |         |  |  |   |          |  

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As a Canadian company subject to the Canada Business Corporations Act and
to the reporting requirements of the securities regulatory authorities in
Canada, Geac is required to prepare and file in Canada financial statements
prepared in accordance with accounting principles generally accepted in Canada,
or Canadian GAAP. Canadian GAAP differs in some respects from US GAAP. Geacs
Canadian GAAP financial statements are not included in this Annual Report. The
following selected consolidated financial information as of and for the fiscal
years ended April 30, 2003, 2002, 2001, 2000 and 1999 is derived from Geacs
audited consolidated financial statements prepared in accordance with Canadian
GAAP which are not included in this Annual Report.

|                                                                                                                                            |  |                             |         |      |  |      |         |      |  |      |          |   |  |   |          |   |  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | ---- |  | ---- | ------- | ---- |  | ---- | -------- | - |  | - | -------- | - |  | - | -------- | -
|                                                                                                                                            |  | Fiscal year ended April 30,
|                                                                                                                                            |  |                            
|(in thousands of Canadian dollars, except share and per share data)                                                                         |  | 2003                        |         | 2002 |  | 2001 |         | 2000 |  | 1999
|                                                                                                                                            |  |                             |         |      |  |      |         |      |  |     
|Revenues (1) (2)                                                                                                                            |  | $                           | 623,667 |      |  | $    | 716,534 |      |  | $    | 834,844  |   |  | $ | 964,073  |   |  | $ | 759,538  |  
|Income (loss) from continuing operations before goodwill
impairment, net restructuring and other unusual items
and income taxes (1) (2) (3) |  |                             | 105,570 |      |  |      | 113,393 |      |  |      | (81,489  | ) |  |   | 67,541   |   |  |   | 178,693  |  
|Goodwill impairment                                                                                                                         |  |                             | (16,785 | )    |  |      |        |      |  |      |         |   |  |   |         |   |  |   |         |  
|Net restructuring and other unusual items                                                                                                   |  |                             | (5,164  | )    |  |      | (26,736 | )    |  |      | (312,238 | ) |  |   |         |   |  |   | (268,854 | )
|Income taxes (1)                                                                                                                            |  |                             | 33,348  |      |  |      | 34,110  |      |  |      | (42,450  | ) |  |   | 22,799   |   |  |   | 25,392   |  
|Net income (loss) from continuing operations (1) (3)                                                                                        |  |                             | 50,273  |      |  |      | 52,547  |      |  |      | (351,277 | ) |  |   | 44,742   |   |  |   | (115,553 | )
|Net (loss) income from discontinued operations, net of taxes (1)                                                                            |  |                             |        |      |  |      |        |      |  |      | (449     | ) |  |   | 4,311    |   |  |   | 3,986    |  
|Gain on disposal of discontinued operations, net of taxes                                                                                   |  |                             |        |      |  |      |        |      |  |      | 95,951   |   |  |   |         |   |  |   |         |  
|Net income (loss) (3)                                                                                                                       |  |                             | 50,273  |      |  |      | 52,547  |      |  |      | (255,775 | ) |  |   | 49,053   |   |  |   | (111,567 | )
|Basic net income (loss) per share (3) (4)                                                                                                   |  |                             | 0.63    |      |  |      | 0.72    |      |  |      | (4.12    | ) |  |   | 0.79     |   |  |   | (1.80    | )
|Diluted net income (loss) per share (3) (4)                                                                                                 |  |                             | 0.62    |      |  |      | 0.69    |      |  |      | (4.12    | ) |  |   | 0.78     |   |  |   | (1.80    | )
|Common shares outstanding                                                                                                                   |  |                             | 84,136  |      |  |      | 78,145  |      |  |      | 62,031   |   |  |   | 62,143   |   |  |   | 61,537   |  
|                                                                                                                                            |  |                             |         |      |  |      |         |      |  |      |          |   |  |   |          |   |  |   |          |  
|Cash and cash equivalents (2)                                                                                                               |  |                             | 128,755 |      |  |      | 115,449 |      |  |      | 36,210   |   |  |   | 40,951   |   |  |   | 226,893  |  
|Current assets (2)                                                                                                                          |  |                             | 258,552 |      |  |      | 244,835 |      |  |      | 211,752  |   |  |   | 304,499  |   |  |   | 362,731  |  
|Total assets (2)                                                                                                                            |  |                             | 475,885 |      |  |      | 478,329 |      |  |      | 463,365  |   |  |   | 915,718  |   |  |   | 607,237  |  
|Current liabilities (2)                                                                                                                     |  |                             | 353,733 |      |  |      | 404,193 |      |  |      | 469,624  |   |  |   | 653,710  |   |  |   | 407,635  |  
|Total liabilities (2)                                                                                                                       |  |                             | 365,648 |      |  |      | 424,826 |      |  |      | 499,344  |   |  |   | 698,842  |   |  |   | 442,873  |  
|Shareholders equity (deficiency) (3)                                                                                                       |  |                             | 110,237 |      |  |      | 53,503  |      |  |      | (35,979  | ) |  |   | 216,876  |   |  |   | 164,364  |  
|                                                                                                                                            |  |                             |         |      |  |      |         |      |  |      |          |   |  |   |          |   |  |   |          |  
|Cash
provided by operating activities (2) (5) (6) (7)                                                                                       |  |                             | 101,749 |      |  |      | 67,843  |      |  |      | 14,339   |   |  |   | 171,379  |   |  |   | 200,420  |  
|Cash used in investing activities (2) (6) (7)                                                                                               |  |                             | (34,524 | )    |  |      | (6,218  | )    |  |      | (4,989   | ) |  |   | (302,248 | ) |  |   | (118,502 | )
|Cash
provided by (used in) financing activities (2) (6)                                                                                     |  |                             | 10,188  |      |  |      | 5,219   |      |  |      | (107,783 | ) |  |   | 34,649   |   |  |   | (47,869  | )
|                                                                                                                                            |  |                             |         |      |  |      |         |      |  |      |          |   |  |   |          |   |  |   |          |  



|(1) |  | Comparative figures restated to reflect discontinued operations.                                                                                                                                                                           
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Certain figures for FY 2002 were restated to conform with the current
year presentation.                                                                                                                                                   
|   
|(3) |  | Comparative figures for FY 2002 were restated in accordance with Canadian
Institute of Chartered Accountants Handbook (CICA) Section 1650,
Foreign Currency Translation. The prior years figures for FY 1999 
2001 were not restated.
|   
|(4) |  | EPS figures for FY 2000  2003 were calculated in accordance with revised
recommendations in CICA Section 3500, Earnings per Share. The prior
years figure for FY 1999 was not restated accordingly.                                    
|   
|(5) |  | Before changes in non-cash working capital and deferred revenue.                                                                                                                                                                           
|   
|(6) |  | Cashflows for FY 1999  2003 were prepared in accordance with the amended
CICA Section 1540, Statement of Cash Flows.                                                                                                                    
|   
|(7) |  | Cashflows for FY 2000 and 2001 were restated to segregate cashflows from
discontinued operations.                                                                                                                                          

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Exchange Rate Data

The Geac common shares are quoted and traded on the Toronto Stock Exchange
in Canadian dollars. The following table sets forth, for each period
indicated, the high and low exchange rates for one Canadian dollar expressed in
U.S. dollars and the average of such exchange rates during such period, based
upon the Bank of Canada Noon Buying Rate:

|                                 |                    |  |                         |        |     |  |         |        |  |  |        |        | 
|-------------------------------- | ------------------ |  | ----------------------- | ------ | --- |  | ------- | ------ |  |  | ------ | ------ | 
|                                 |                    |  | Exchange Rates         
|                                 |                    |  |                        
|                                 |                    |  | High                    |        | Low |  | Average
|                                 |                    |  | (United States dollars)
|FISCAL YEAR ENDED APRIL 30, 1999 |                    |  | 0.6983                  |        |     |  | 0.6343  |        |  |  | 0.6633 |       
|FISCAL YEAR ENDED APRIL 30, 2000 |                    |  | 0.6973                  |        |     |  | 0.6609  |        |  |  | 0.6801 |       
|FISCAL YEAR ENDED APRIL 30, 2001 |                    |  | 0.6830                  |        |     |  | 0.6334  |        |  |  | 0.6611 |       
|FISCAL YEAR ENDED APRIL 30, 2002 |                    |  | 0.6623                  |        |     |  | 0.6199  |        |  |  | 0.6381 |       
|FISCAL YEAR ENDED APRIL 30, 2003 |                    |  | 0.6976                  |        |     |  | 0.6273  |        |  |  | 0.6502 |       
|Month Ended:                     |                    |  |                         |        |     |  |         |        |  |  |        |       
|                                 | April 30, 2003     |  |                         | 0.6976 |     |  |         | 0.6736 |  |  |        | 0.6857 | 
|                                 | May 31, 2003       |  |                         | 0.7437 |     |  |         | 0.7031 |  |  |        | 0.7224 | 
|                                 | June 30, 2003      |  |                         | 0.7495 |     |  |         | 0.7268 |  |  |        | 0.7395 | 
|                                 | July 31, 2003      |  |                         | 0.7483 |     |  |         | 0.7084 |  |  |        | 0.7240 | 
|                                 | August 31, 2003    |  |                         | 0.7228 |     |  |         | 0.7093 |  |  |        | 0.7165 | 
|                                 | September 30, 2003 |  |                         | 0.7423 |     |  |         | 0.7206 |  |  |        | 0.7336 | 

On October 30, 2003 the exchange rate for one Canadian dollar expressed in
U.S. dollars based on the Noon Rate was 0.7650.

B. Capitalization and indebtedness

Not applicable.

C. Reasons for the offer and use of proceeds

Not applicable.

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D. Risk Factors

Each of the following risks, together with other information contained in
this Annual Report should be considered in evaluating Geac and its businesses.

Geac in the past has had losses and may not maintain its current profitability
in the future. The trading price of Geac common shares may fall if Geac fails
to maintain profitability or generate sufficient cash from operations.

Geac generated net income of $54.1 million in FY 2003 and $42.1 million in
FY 2002. However, Geac incurred net losses of $234.8 million in FY 2001. As a
result of losses, Geac had an accumulated deficit of $75.6 million at April 30,
2003. As Geac grows its business, Geac expects operating expenses and capital
expenditures to increase correspondingly, and as a result, Geac will need to
generate significant revenue to maintain profitability. Geac may not be able to
sustain or to increase profitability or cash flows from operations on a
quarterly or annual basis in the future and could incur losses in future
periods. If Geacs revenues continue to decline as they have in each of its two
most recent fiscal years, its operating results could be seriously impaired
because many of its expenses are fixed and cannot be easily or quickly reduced.
A failure to maintain profitability could materially and adversely affect
Geacs business.

Geac recorded goodwill impairment and net restructuring and other unusual
items of $17.7 million in FY 2003 and $45.9 million in FY 2002, related to
significant write-downs of goodwill and intangible assets, as well as to
restructuring efforts intended to reduce costs and more efficiently organize
Geacs operations.

Geac periodically reviews the value of acquired intangibles and goodwill
to determine whether any impairment exists and could write-down a portion of
its intangible assets and goodwill as part of any such future review. Geac also
periodically reviews opportunities to more efficiently organize its operations,
and may record further restructuring charges in connection with any such
reorganization. Any write down of intangible assets or goodwill or
restructuring charges in the future could materially and adversely affect
Geacs results of operations.

Geacs revenues and operating results fluctuate significantly from quarter to
quarter, and the trading price of the Geac common shares could fall if its
revenues or operating results are below the expectations of analysts or
investors.

Many factors have caused and may in the future cause Geacs revenue and
operating results to fluctuate significantly. Some of these factors are:



| | n |  | the timing of significant orders, delivery and implementation of Geacs products;                                                                                                                     
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | the gain or loss of any significant customer;                                                                                                                                                         
|
| | n |  | the number, timing and significance of new product announcements
and releases by Geac or its competitors;                                                                                             
|
| | n |  | Geacs ability to acquire or to develop (independently or through
strategic relationships with third parties), to introduce and to market
new and enhanced versions of its products on a timely basis;
|
| | n |  | possible delays in the shipment of new products and purchasing
delays of current products as Geacs customers anticipate new product
releases;                                                        
|
| | n |  | order cancellations and shipment rescheduling or delays;                                                                                                                                              
|
| | n |  | patterns of capital spending and changes in budgeting cycles by Geacs customers;                                                                                                                     
|
| | n |  | market acceptance of new and enhanced versions of Geacs products;                                                                                                                                    
|
| | n |  | changes in the pricing and the mix of products and services Geac sells;                                                                                                                               

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| | n |  | seasonal variations in Geacs sales cycle (such as lower sales
levels typically experienced by its European operations during summer
months);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|
| | n |  | the level of product and price competition;                                                                                                  
|
| | n |  | changes in operating expenses;                                                                                                               
|
| | n |  | exchange rate fluctuations;                                                                                                                  
|
| | n |  | the timing of any acquisitions and related costs;                                                                                            
|
| | n |  | changes in personnel and related costs; and                                                                                                  
|
| | n |  | legal proceedings which may arise in the normal course of Geacs business or otherwise.                                                      

In addition, Geac expects that a substantial portion of its revenue will
continue to be derived from renewals of maintenance contracts from customers of
its software applications. These maintenance contracts typically expire on an
annual basis, and the timing of cash collections of related revenues varies
from quarter to quarter. In addition, Geacs new license revenue and results of
operations may fluctuate significantly on a quarterly and annual basis in the
future, as a result of a number of factors, many of which are outside of its
control. A sale of a new license generally requires a customer to make a
purchase decision that involves a significant commitment of capital. As a
result, the sales cycle associated with the new license revenue will vary
substantially and will be subject to a number of factors, including customers
budgetary constraints, timing of budget cycles and concerns about the pricing
or introduction of new products by Geac or its competitors.

If Geacs revenues or operating results fall below the expectations of
financial analysts or investors, the trading price of Geacs common shares
could fall. As a result of the foregoing factors and the other factors
described in this section, Geac believes that period-to-period comparisons of
its revenue and operating results are not necessarily meaningful. You should
not rely on these comparisons to predict Geacs future performance.

Geac experiences customer attrition, which could affect its revenues more
adversely than Geac expects, and Geac may be unable to adapt quickly to such
attrition. Any significant reduction in revenues as a result of attrition may
result in a decrease in the trading price of Geacs common shares.

Geac expects that a substantial portion of its revenue will continue to be
derived from renewals of annual maintenance contracts with customers of its
software applications, and, to a lesser extent, from professional services
engagements for these customers. Attrition in Geacs customer base has
historically taken place, and continues to take place, when existing customers
elect not to renew their maintenance contracts and cease purchasing
professional services from Geac. This can occur for a variety of reasons,
including a customers decision to replace Geacs product with that of a
competing vendor, to purchase maintenance or consulting services from a third
party service provider, or to forgo maintenance altogether. It can also occur
when a customer is acquired or ceases operations.

Geac has
experienced and continues to experience relatively predictable and stable customer
attrition, and has been able, in part, to replace the revenue lost through
attrition with new revenue from maintenance contracts and professional services
associated with new license sales and from maintenance contract price
increases, as well as from acquisitions. For example, in FY 2003
maintenance revenue from our EAS business declined by
$24.4 million, or 8.4%, from the preceding year, which was
within our expectations. However, any factors that adversely
affect the ability of Geacs installed systems to compete with those available
from others, such as availability from competitors of products offering more
advanced product architecture, superior functionality or performance or lower
prices, or factors that reduce demand for Geacs maintenance and professional
services, such as intensifying price competition, could lead to increased rates
of customer attrition. Should the rate of customer attrition exceed Geacs
expectations, Geac may be unable to replace the lost revenue or to reduce its
costs sufficiently or in a timely enough fashion to maintain profitability. In
such circumstances, higher than expected customer attrition could have a
material adverse effect on Geacs business, results of operations, and
financial condition.

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Geac may be unable to realize an element of its growth strategy if it is unable
to identify other suitable acquisition opportunities.

Geac believes that its future success depends, in part, upon its ability
to make additional worthwhile acquisitions to assist in offsetting the effect
of customer attrition, such as its recent acquisitions of Extensity, EBC
Informatique and Comshare. If Geac cannot make additional worthwhile
acquisitions, its revenues and stock price may be impacted. Geac cannot be
certain that it will be able to identify additional suitable acquisition
candidates available for purchase at reasonable prices, to consummate any
acquisition, or to successfully integrate any acquired business into its
operations. When evaluating an acquisition opportunity, Geac cannot assure you
that it will correctly identify the risks and costs inherent in the business
that it is acquiring. In addition, as Geac becomes larger, acquisition
candidates may be larger and may include public companies. The acquisition of
a public company may involve additional risks, including the potential for lack
of recourse against public shareholders for undisclosed material liabilities of
the acquired business. If Geac were to proceed with one or more significant
future acquisitions in which the consideration consisted of cash, a substantial
portion of its available cash resources could be used to consummate the
acquisitions.

Geacs inability to successfully integrate businesses that it acquires or has
acquired may disrupt its operations or otherwise have a negative impact on its
business.

Geac made one acquisition during the first half of FY 2004, two
acquisitions during FY 2003, and no acquisitions during FY 2002. Geac made
numerous acquisitions prior to FY 2001, including eleven during FY 2000. From
time to time, Geac may be in formal or informal discussions with potential
acquisition candidates. Geac may make additional acquisitions of, or large
investments in, other businesses that offer products, services, and
technologies that Geac believes would complement its products and services.
Integration of Geacs completed acquisitions and any future acquisitions
involves a number of special risks, including the following: diversion of
managements attention from, and disruption of, Geacs on-going business;
failure to successfully integrate the personnel, information systems,
technology, and operations of the acquired business; failure to maximize the
potential financial and strategic benefits of the transaction; failure to
realize the expected synergies from businesses that Geac acquires; possible
impairment of relationships with employees and customers as a result of any
integration of new businesses and management personnel; impairment of assets
related to resulting goodwill; reductions in future operating results from
amortization of intangible assets; and unanticipated adverse events,
circumstances, or legal liabilities associated with the transaction or the
acquired business.

Moreover, mergers or acquisitions of technology companies are generally
risky and often fail to deliver the return on investment that acquirers expect.
Such failures can result from a number of factors, including the following:
rapid changes in technology in the markets in which the combining companies
compete, and in demand for their products and services; difficulties in
integrating the businesses and personnel of the acquired company; failure to
achieve expected revenue or cost synergies; unanticipated costs or liabilities;
and other factors. If Geac is unable to integrate future acquisitions
successfully, its business and results of operations could be adversely
affected.

The loss, cancellation or delay of orders by Geacs customers could harm its
business.

The purchase of some of Geacs products, particularly its EAS products,
and of its related professional services, may involve a significant commitment
of resources and costs for Geacs customers. As a result, Geacs sales process
involves a lengthy evaluation and product qualification process that may
require significant capital expenditures. For these and other reasons, the
sales cycle associated with the license of Geacs products, renewal of
maintenance agreements, and sale of related professional services varies
substantially from contract to contract and customer to customer. The sales
cycles for Geacs products vary by product and application, and may range up to
a year or more for large, complex installations. Geac may experience delays
over which it has no control and which further extend that period. During the
process, Geac may devote significant time and resources to a prospective
customer, including costs associated with multiple site visits, product
demonstrations, and feasibility studies. If Geac is unsuccessful in generating
offsetting revenues during these sales cycles, its revenues and earnings could
be substantially reduced or it could experience a large loss. Any significant
or ongoing failure to ultimately achieve sales as a result of Geacs efforts,
or any delays or difficulties in the implementation process for any given
customer, could have a negative impact on Geacs revenues and results of
operations.

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Demand for Geacs products and services fluctuates rapidly and unpredictably,
which makes it difficult to manage Geacs business efficiently and can reduce
its gross margins, profitability and market share.

Geac depends upon the capital spending budgets of its customers. World
economic conditions have in the recent past adversely affected Geacs licensing
and maintenance revenue. Geac believes that the continued weakness in its
revenues from sales of new licenses of its enterprise applications systems is
consistent with the experience of other participants in its industry. If
economic or other conditions reduce Geacs customers capital spending levels,
its business, results of operations, and financial condition may be adversely
affected. There has been a severe worldwide downturn in information technology
spending over the last few years, and any growth in Geacs markets will depend
on a general recovery in information technology spending. Growth prospects for
Geacs existing businesses are uncertain, with expansion in the industry also
being highly dependent on users of enterprise applications systems enhancing
their current systems through Web-based applications and new functionality that
is complementary to that of their existing systems. Currently, Geac believes
that the market for enterprise resource planning software is weak, and it may
continue to be weak for the foreseeable future.

In addition, the purchase and implementation of Geacs products can
constitute a major portion of Geacs customers overall corporate services
budget, and the amount customers are willing to invest in acquiring and
implementing such products has tended to vary in response to economic or
financial crises or other business conditions. Prolongation of the current
economic downturn or other difficulty in the economies where Geac licenses its
products, including North America, the United Kingdom, and other European
countries, could have a material adverse effect on its business, financial
position, operating results, or cash flows. In particular, Geacs financial
position may be significantly adversely affected by a prolonged recession or
economic slowdown in any of the economies where Geac derives a substantial
portion of its revenue.

Geac faces significant competition from other providers of enterprise
applications software and systems, which may reduce its market share or limit
the prices it can charge for its systems and services.

The enterprise resource planning market in which Geac competes is maturing
and is deeply penetrated by large independent software suppliers, such as SAP,
Oracle, and PeopleSoft, and a large number of other suppliers that sell to
small and mid-sized customers. As a result, competition is intense, and
significant pricing pressure exists. The intensity of this competition
increases as demand for products and services, such as those offered by Geac,
weakens. To maintain and to improve its competitive position, Geac must
continue to develop and to introduce, in a timely and cost effective manner,
new products, product features, and services. In addition, Geac expects that a
substantial portion of its revenue will continue to be derived from renewals of
annual maintenance contracts with customers of its software applications.
Although Geac has experienced relatively stable and predictable attrition
relating to these contracts, increased competition could significantly reduce
the need for its maintenance services, as customers could either decide to
replace Geacs software applications with a competitors applications or to
enter into a maintenance contract with a third party to service its software.

Geac anticipates additional competition as other established and emerging
companies enter the market for its products and as new products and
technologies are introduced. For example, companies that historically have not
competed in the enterprise resource planning systems market could introduce new
enterprise applications based on newer product architectures that could provide
for functionality similar to that of Geacs products that are based on older
technology. In addition, current and potential competitors may make strategic
acquisitions or establish co-operative relationships among themselves or with
third parties, thereby increasing the ability of their products to address the
needs of Geacs prospective customers. Accordingly, it is possible that new
competitors or alliances among current and new competitors may emerge and
rapidly gain significant market share. This competition could result in price
reductions, fewer customer orders, reduced gross margins, and loss of market
share. In addition, variances or slowdowns in Geacs new licensing revenue may
negatively impact its current and future revenue from services and maintenance,
since such services and maintenance revenues typically depend on new license
sales.

Geacs competitors may have advantages over Geac that may inhibit its ability
to compete effectively.

Many of Geacs competitors and potential competitors have significantly
greater financial, technical, marketing, and other resources, greater name
recognition, and a larger installed base of customers than does Geac. The
products of some of Geacs competitors are based on more advanced product
architectures or offer performance advantages compared with Geacs more mature
EAS products. Geacs competitors may be able to respond more
-9-Table of Contentsquickly to new or emerging technologies and changes in customer
requirements or may devote greater resources to the development, promotion, and
sale of their products than Geac is able to do. Many competitive factors affect
the market for Geacs products and its ability to earn maintenance,
professional services and new license revenue. Some of these factors are:
vendor and product reputation; expertise and experience in implementing
products in a particular customers industry sector; cost of ownership; ease
and speed of implementation; customer support; product architecture, quality,
price and performance; product performance attributes, such as flexibility,
scalability, compatibility, functionality and ease of use; and vendor financial
stability. Another relevant factor is the increasing trend for
software to be delivered as a rented service over secure networks via
the internet, which is commonly known as the application service
provider, or ASP, model. Geac may be required to develop ASP versions
of certain of its software products in order to maintain existing
customers and make new sales of those software products. The costs of
developing ASP versions of software products and the costs of
acquiring and operating the hardware and software systems necessary
to offer such services may be substantial. Geacs inability to compete effectively based on any of the
foregoing factors could have a material adverse effect on its business, results
of operations and financial condition. Not all of Geacs existing products
compete equally well with respect to each of these factors. To the extent that
Geac concludes that one or more of its existing products is unable to compete
effectively, it may reduce the amount of product development, sales and
marketing and other resources that it devotes to that product, which could
result in customer dissatisfaction and a more rapid than anticipated rate of
customer attrition and decline in revenues from that product, each of which
could have a material adverse effect on Geacs business, results of operations,
and financial condition.Geacs business may be impacted by the recent consolidation trend in the
software industry.There is a recent trend in the software industry generally, and in the
enterprise resource planning segment specifically, towards the consolidation of
the participants within the industry and between segments. This trend may
continue and could result in fewer participants in each segment, some of whom
may have greater economic resources, broader geographic scope, a broader range
of products and better overall positioning than Geac. As a result of this
consolidation trend and the fact that there may be fewer participants in the
industry or each segment, competition may increase and pricing pressure on
Geacs products may intensify. Industry participants with a broader range of
product offerings may be better able to meet customers needs and win new
business. In addition, as a result of this trend, customers buying patterns
may be impacted. The uncertainty in the market created by this trend towards
consolidation may cause customers to postpone or delay their buying decisions
until the uncertainty regarding this consolidation trend is reduced. Geac
believes that, to the extent it is unable to capitalize on this consolidation
trend, it could have a material adverse effect on its business, financial
position, operating results or cash flows.Geacs rapid growth through acquisitions has placed significant demands on
Geacs management resources and operational infrastructure. Any failure to
manage growth effectively may lead to a disruption in Geacs operations and a
resulting decline in profitability.In recent years, Geac has experienced substantial growth, primarily
through acquisitions, which have significantly expanded its operations. Geac
has made 33 acquisitions between May 1, 1996, and September 30, 2003, and plans
to continue to make acquisitions in the future. This growth and expansion have
placed, and will continue to place, a significant demand on Geacs management
resources. To manage growth effectively, Geac must maintain a high level of
quality, efficiency and performance and must continue to enhance its
operational, financial, and management systems and to attract, to train, to
motivate and to manage employees. Geac may not be able to effectively manage
this expansion, and any failure to do so could lead to a disruption in Geacs
business, a loss of customers and revenue, and increased expenses. Any such
decline in profitability could lessen the trading price of the Geac common
shares.Potential divestitures may reduce revenues in the short term and create
uncertainty among Geac employees, customers and potential customers, which
could harm Geacs business.Geac has in the past divested, and may in the future consider divesting,
certain portions of its business. Any divestitures would result in a short-term
reduction in revenue and could harm Geacs results of operations if it were not
able to reduce expenses accordingly or to generate offsetting sources of
revenue. To the extent that its consideration of these potential divestitures
became known prior to its completion, Geac could face the risk, among others,
that customers and potential customers of the business in question might be
reluctant to purchase Geacs products and services during this period. In
addition, Geac might face the risk that it may be unable to retain qualified
personnel within that business during this period. These risks could prevent
Geac from successfully completing on favourable terms, or at all, divestitures
that would otherwise be beneficial to Geac and may in the process weaken
businesses subject to consideration for divestiture that are not, in fact,
divested. Any of these events could result in a loss of customers, revenues,
and employees and could harm Geacs results of operations.-10-Table of ContentsGeacs international operations expose Geac to additional risks, including
currency-related risk.Geac is subject to risks of doing business internationally, including
fluctuations in currency exchange rates, increases in duty rates, difficulties
in obtaining export licenses, difficulties in the enforcement of intellectual
property rights and political uncertainties. Geac derived more than 95 percent
of its total revenue from sales outside Canada in each of FY 2002 and FY 2003.
Geacs most significant international operations are in the United States, the
United Kingdom and France, which are the only countries in which Geacs
revenues constituted more than 10 percent of its total worldwide revenues
during FY 2002 and FY 2003.Historically, Geacs Canadian sales and expenses have been denominated in
Canadian dollars, and Geacs non-Canadian sales and expenses have been
denominated in the currencies of 21 other jurisdictions. Geac has not to date
used forward, exchange contracts to hedge exposures denominated in non-Canadian
currencies or use any other derivative financial instrument for trading,
hedging, or speculative purposes.Geac recently announced that commencing with the first quarter of FY 2004,
its financial statements would be stated in United States dollars. To the
extent that Geac makes sales denominated in currencies other than United States
dollars, gains and losses on the conversion of such sales to United States
dollars may, in the future, contribute to fluctuations in Geacs business and
operating results when expressed in United States dollars. In addition, fluctuations in exchange rates could affect the
demand for Geacs products.Additional risks Geac faces in conducting business internationally include
the following: longer payment cycles, difficulties in managing international
operations, including constraints associated with local laws regarding
employment, problems in collecting accounts receivable, complex international
tax compliance requirements, and the adverse effects of tariffs, duties, price
controls or other restrictions that impair trade.Seasonal trends in sales of Geacs software products may result in periodic
reductions in Geacs cash flow and impairment of its operating results.Seasonality in Geacs business could result in its revenues or cash flow
in a given period being less than market estimates. Seasonality could also
result in quarter-to-quarter decreases in Geacs revenues or cash flow. Geacs
revenues and operating results in its January quarter have tended to benefit
from customer spending related to calendar year end budget cycles. In FY 2003,
approximately 40 percent of Geacs maintenance contracts were scheduled for
renewal on a calendar year basis. Accordingly, cash receipts from maintenance
contract renewals are highest in the January quarter and lowest in the July and
October quarters. These historical patterns may change over time, however,
particularly as Geacs operations become larger and the sources of its revenue
change and become more diverse. Geacs European operations have expanded
significantly in recent years and may experience variability in demand
associated with seasonal buying patterns in these foreign markets. For example,
Geacs July and October quarters typically experience reduced sales and cash
collections activity, in part due to the European summer holiday season.Impact of geopolitical and other world or local events may have a significant
effect on Geacs operations.Various events, including natural disasters, extreme weather conditions,
labour disputes, civil unrest, war and political instability, terrorism, and
contagious illness outbreaks, or the perceived threat of these events, may
cause a disruption of Geacs normal operations and may disrupt the domestic and
international travel of its sales and other personnel. In addition to the
general uncertainty that these events or the perceived threat of these events
could have on the market for Geacs products, the ability of Geacs personnel,
including maintenance and sales personnel, to travel to visit customers or
potential customers may be affected. The sales cycle for Geacs products
includes a period of education for potential customers on the use and benefits
of Geacs products and services, as well as the integration of Geacs products
and services with additional applications utilized by individual customers. Any
disruption in the ability of Geac personnel to travel could have a material and
adverse impact on Geacs ability to complete this process and to service these
customers, which could, in turn, have a material adverse effect on Geacs
business, results of operations, and financial condition. In addition, these
events or the perceived threat of these events may require Geac to reorganize
its day-to-day operations to minimize the risks associated with these events.
The costs associated with the reorganization of Geacs day-to-day operation,
even on a short-term basis, could also have a material adverse effect on Geacs
business, results of operations, and financial condition.-11-Table of ContentsIf Geac cannot attract and retain qualified sales personnel, customer service
personnel, and software developers, Geac may not be able to sell and to support
its existing products or to develop new products.Geac depends on key technical, sales, and senior management personnel.
Many of these individuals would be difficult to replace if they were to leave
Geacs employment. In addition, Geacs success is highly dependent on its
continuing ability to identify, to hire, to train, to assimilate, to motivate,
and to retain highly qualified personnel, including recently hired officers and
other employees. Competition for qualified employees is particularly intense in
the technology industry, and Geac has in the past experienced difficulty
recruiting qualified employees. Geacs failure to attract and to retain the
necessary qualified personnel could seriously harm its operating results and
financial condition.Geacs future growth depends, in part, upon its ability to develop new
products and to improve existing products. Geacs ability to develop new
products and services and to enhance its existing products and services will
depend, in part, on its ability to recruit and to retain top quality software
programmers. If Geac is unable to hire and to retain sufficient numbers of
qualified programming personnel, it may not be able to develop new products and
services or to improve its existing products and services in the time frame
necessary to execute its business plan.Geacs executive officers are critical to its business, and these officers may
not remain with Geac in the future.Geacs future success largely depends on the continued efforts and
abilities of its executive officers. Their skills, experience, and industry
contacts significantly benefit Geac. Although Geac has employment and
noncompetition agreements with its senior executive officers, it cannot assure
you that they will all choose to remain employed by Geac. If Geac loses the
services of one or more of its executive officers, or if one or more of them
decide to join a competitor or otherwise compete directly or indirectly with
Geac, Geacs business, operating results, and financial condition could be
harmed. Geac does not maintain key-man life insurance on any of its employees.The market for Geacs software products is characterized by rapid technological
advances, and Geac must continually improve its technology to remain
competitive.Rapid technological change and frequent new product introductions and
enhancements characterize the enterprise solutions software industry. Geacs
current and potential customers increasingly require greater levels of
functionality and more sophisticated product offerings. In addition, the life
cycles of Geacs products are difficult to estimate. Accordingly, Geac believes
that its future success depends upon its ability to enhance current products
and to develop and to introduce new products offering enhanced performance and
functionality at competitive prices in a timely manner, and on Geacs ability
to enable its products to work in conjunction with other products from other
suppliers that Geacs customers may utilize. Geacs failure to develop and to
introduce or to enhance products in a timely manner could have a material
adverse effect on its business, results of operations, and financial condition.
Geac may be unable to respond on a timely basis to the changing needs of its
customer base, and the new applications Geac designs for its customers may
prove to be ineffective. Geacs ability to compete successfully will depend in
large measure on its ability to be among the first to market with effective new
products or services, to maintain a technically competent research and
development staff, and to adapt to technological changes and advances in the
industry, including providing for the continued compatibility of Geacs
software products with evolving computer hardware and software platforms and
operating environments. Geac cannot assure you that it will be successful in
these efforts. In addition, competitive or technological developments may
require Geac to make substantial, unanticipated investments in new products and
technologies, and Geac may not have sufficient resources to make these
investments. If Geac were required to expend substantial resources to respond
to specific technological or product changes, its operating results would be
adversely affected.Geac may be unable to develop and to maintain collaborative development and
marketing relationships, which could result in a decline in revenues or slower
than anticipated growth rates.A key element of Geacs business strategy is the formation of
collaborative relationships with other leading companies. Geac believes that
its success will depend, in part, on its ability to maintain these
relationships and to cultivate additional corporate alliances with such
companies. Geac cannot assure you that its historical collaborative
relationships will be commercially successful, that it will be able to
negotiate additional collaborative relationships, that such additional
collaborative relationships will be available to Geac on acceptable terms, or
that any such-12-Table of Contentsrelationships, if established, will be commercially successful. In
addition, Geac cannot assure you that parties with whom Geac has established,
or will establish, collaborative relationships will not, either directly or in
collaboration with others, pursue alternative technologies or develop
alternative products in addition to, or instead of, Geacs products or
experience financial or other difficulties that lessen their value to Geac and
to its customers. Geacs financial condition or results of operations may be
adversely affected by a failure on the part of Geac or these third parties to
establish and maintain collaborative relationships.Geac may become increasingly dependent on third party software incorporated in
its products, and, if so, impaired relations with these third parties, errors
in third-party software, or inability to enhance the software over time could
harm Geacs business.Geac incorporates third party software into, and bundles third party with,
its products. Currently, the most critical third-party software Geac uses
includes several products from IBM (including Websphere Application Server,
Websphere Commerce Suite, HACP, MQSeries and others) and Microsoft (including
Windows, Clearlead, SQL Server, IIS, Visual C++ and Visual Studio,
Microsoft.net and others). Other third-party software on which Geacs products
are dependent include Cognos Powerplay and Impromptu, FRx Professional Edition
and Enterprise Edition, NetManage Rumba, Applix iSales, Jacada, Brio
Brio.Report, Rogue Wave Software Tools.h++, FileNET Panagon, Captaris RightFax,
Inxight Software, Inc.s Hyperbolic Tree, Pervasive Software, Inc.s
Pervasive.SQL database, Tidestone Technologies, Inc.s Formula One, Quadbase
Systems, Inc.s EspressChart, Compuwares Uniface, application server software
licensed from BEA Systems, off-line database software from Pointbase, off-line
client server software from Pumatech, synchronization software from Aether
Systems, reporting software from Business Objects, and Java Web Start from Sun
Microsystems, among others. Geac may incorporate additional third party
software into its products as it expands its product lines. The operation of
Geacs products would be impaired if errors occur in the third-party software
that it licenses. It may be more difficult for Geac to correct any errors in
third-party software because the software is not within its control.
Accordingly, Geacs business would be adversely affected in the event of any
errors in this software. Furthermore, it may be difficult for Geac to replace
any third-party software if a vendor seeks to terminate its license to the
software.Geac may be unable to protect its proprietary technology and that of other
companies Geac may acquire, which could harm Geacs competitive position.Geac has relied, and expects to continue to rely, on a combination of
copyright, trademark and trade secret laws, confidentiality procedures, and
contractual provisions to establish, to maintain, and to protect its
proprietary rights. Despite Geacs efforts to protect its proprietary rights in
its intellectual property and that of other companies Geac may acquire,
unauthorized parties may attempt to copy aspects of its products or to obtain
information it regards as proprietary. Policing unauthorized use of Geacs
technology, if required, may be difficult, time consuming, and costly. Geacs
means of protecting its technology may be inadequate.Third parties may apply for patent protection for processes that are the
same as or similar to Geacs processes or for products that use the same or
similar processes as Geacs products. Third parties may also independently
develop similar or superior technology without violating Geacs proprietary
rights. In addition, the laws of some foreign countries do not protect
proprietary rights to the same extent as do the laws of Canada and the United
States.Geac believes that trademark protection is an important factor in
establishing product recognition. Geacs inability to protect its trademarks
from infringement could result in injury to any goodwill, which may be
developed in its trademarks. Moreover, Geac may be unable to use one or more of
its trademarks because of successful third-party claims.Claims of infringement are becoming increasingly common as the software
industry develops and legal protections, including patents, are applied to
software products. Although Geac believes that its products and technology do
not infringe proprietary rights of others, litigation may be necessary to
protect Geacs proprietary technology, and third parties may assert
infringement claims against Geac with respect to their proprietary rights. Any
claims or litigation can be time consuming and expensive regardless of their
merit. Infringement claims against Geac could cause product release delays,
require Geac to redesign its products or to enter into royalty or license
agreements, which agreements may not be available on terms acceptable to Geac,
or at all.-13-Table of ContentsProduct development delays could harm Geacs competitive position and reduce
its revenues.If Geac experiences significant delays in releasing new or enhanced
products, its position in the market could be harmed and its revenue could be
substantially reduced, which would adversely affect Geacs operating results.
Geac has experienced product development delays in the past and may experience
delays in the future. In particular, Geac may experience product development
delays associated with the integration of recently acquired products and
technologies. Delays may occur for many reasons, including an inability to hire
a sufficient number of developers, discovery of bugs and errors, or the
inability of Geacs current or future products to conform to customer and
industry requirements.The market for certain of Geacs employee relationship management software
applications and services, acquired in its Extensity acquisition, is at an
early stage of development. The success of Geac in this market will depend, in
part, upon the continued development of this market and the increasing
acceptance by customers of the benefits to be provided by employee relationship
management applications and services. In addition, as the market evolves, it is
unclear whether the market will accept Geacs suite of applications as a
preferred solution for employee relationship management needs. Accordingly,
these products and services may not achieve significant market acceptance or
realize significant revenue growth. Unless a critical mass of organizations and
their suppliers use these solutions and recommend them to new customers, these
solutions may not achieve widespread market acceptance.Geacs software products may contain errors or defects that could result in
lost revenue, delayed or limited market acceptance, or product liability claims
with substantial litigation costs.As a result of their complexity, software products may contain undetected
errors or failures when entering the market. Despite testing by Geac and
testing and use by current and potential customers, defects and errors may be
found in new products after commencement of commercial shipments or the
offering of a network service using these products. In these circumstances,
Geac may be unable to successfully correct the errors in a timely manner or at
all. The occurrence of errors and failures in Geacs products could result in
negative publicity and a loss of, or delay in, market acceptance of those
products, which could reduce revenue from new licenses and lead to increased
customer attrition. Alleviating these errors and failures could require
significant expenditure of capital and other resources by Geac. The
consequences of these errors and failures could have a material adverse effect
on Geacs business, results of operations, and financial condition.Because many of Geacs customers use its products for business-critical
applications, any errors, defects, or other performance problems could result
in financial or other damage to Geacs customers and could significantly impair
their operations. Geacs customers or other third parties could seek to recover
damages from Geac in the event of actual or alleged failures of Geacs products
or the provision of services. Geac has in the past been, and may in the future
continue to be, subject to these kinds of claims. Although Geacs license
agreements with customers typically contain provisions designed to limit its
exposure to potential claims, as well as any liabilities arising from these
claims, the provisions may not effectively protect against these claims and the
liability and associated costs. Accordingly, any such claim could have a
material adverse effect upon Geacs business, results of operations, and
financial condition. In addition, defending this kind of claim, regardless of
its merits, or otherwise satisfying affected customers, could entail
substantial expense and require the devotion of significant time and attention
by key management personnel.The hosting services of Geacs AppCare service, Extensity products, and
Interealty subsidiary are dependent on the uninterrupted operation of its data
centers. Any unexpected interruption in the operation of its data centers could
result in customer dissatisfaction and a loss of revenues.The hosting services offered by Geacs AppCare remote application
management service, Extensity products, and Interealty subsidiary are each
dependent on the uninterrupted operation of Geacs data centers and on Geacs
ability to protect computer equipment and information stored in its data
centers against damage that may be caused by natural disaster, fire, power
loss, telecommunications or internet failure, unauthorized intrusion, computer
viruses and other similar damaging events. If any of Geacs data centers were
to become inoperable for an extended period Geac might be unable to provide its
customers with contracted services. Although Geac takes what it believes to be
reasonable precautions against such occurrences, Geac can give no assurance
that damaging events such as-14-Table of Contentsthese will not result in a prolonged interruption of its services, which
could result in customer dissatisfaction, loss of revenue and damage to Geacs
business.In addition, if customers determine that Geacs hosted product is not
scalable, does not provide adequate security for the dissemination of
information over the Internet, or is otherwise inadequate for Internet-based
use, or if for any other reason customers fail to accept Geacs hosted products
for use on the Internet or on a subscription basis, Geacs business will be
harmed. As a provider of hosted services, Geac expects to receive confidential
information, including credit card, travel booking, employee, purchasing,
supplier, and other financial and accounting data, through the Internet. There
can be no assurance that this information will not be subject to computer
break-ins, theft, and other improper activity that could jeopardize the
security of information for which Geac is responsible. Any such lapse in
security could expose Geac to litigation, loss of customers, or otherwise harm
Geacs business. In addition, any person who is able to circumvent Geacs
security measures could misappropriate proprietary or confidential customer
information or cause interruptions in Geacs operations. Geac may be required
to incur significant costs to protect against security breaches or to alleviate
problems caused by breaches. Additionally, in the past, computer viruses and
software programs that disable or impair computers have been distributed and
have rapidly spread over the Internet. Computer viruses could be introduced
into Geacs systems or those of its customers or suppliers, which could disrupt
Geacs software solutions or make them inaccessible to customers or suppliers.
Further, a well-publicized compromise of security could deter people from using
the Internet to conduct transactions that involve transmitting confidential
information. Geacs failure to prevent security breaches, or well-publicized
security breaches affecting the Internet in general could significantly harm
its business, operating results and financial condition.As Internet commerce evolves, Geac expects that federal, provincial, state
or foreign agencies will adopt regulations covering issues, such as user
privacy, pricing, taxation of goods and services provided over the Internet,
and content and quality of products and services. It is possible that
legislation could expose companies involved in electronic commerce to
liability, which could limit the growth of electronic commerce generally.
Legislation could dampen the growth in Internet usage and decrease its
acceptance as a communications and commercial medium. If enacted, these laws,
rules or regulations could limit the market for Geacs products and services.Geacs shareholder protection rights plan may discourage take-over attempts or
make it less likely that stockholders will receive a premium for any Geac
common shares in connection with a future acquisition of Geac.Geac has adopted a shareholder protection rights plan, which authorizes
the issuance of one right for each Geac common share. The rights represent the
right to purchase, subject to the terms and conditions of the Rights Plan, Geac
common shares that would have the effect of diluting the interests of potential
acquirers. The Rights Plan may have an anti-take-over effect and discourage
take-over attempts not first approved by Geacs board of directors. This may
make it harder for you to receive a premium for any Geac common shares in
connection with a future acquisition of Geac. The rights plan may also assist
the board of directors in maximizing shareholder value in the event of a
take-over attempt.Geacs acquired subsidiary, Extensity, is the target of a securities class
action complaint, which may result in substantial costs and divert management
attention and resources.In November 2001, Extensity and certain of its officers and directors,
were named as defendants in a class action stock broker complaint filed in the
United States District Court for the Southern District of New York now
captioned In Re Extensity Inc., Initial Public Offering Securities
Litigation. In the complaint, the plaintiffs alleged that Extensity, certain
of its officers and directors and the underwriters of its initial public
offering (IPO) violated the federal securities laws of the United States
because Extensitys IPO registration statement and prospectus contained untrue
statements of material fact or omitted material facts regarding the
compensation to be received by, and the stock allocation practices of, the IPO
underwriters. The plaintiffs seek an order declaring the action to be a class
action, as well as unspecified damages, prejudgment and postjudgment interest,
attorneys fees and costs, and such other and further relief as the Court may
deem just and proper. The parties have submitted a settlement proposal and are
awaiting court approval of the proposal. Such approval is expected in late
2003 to early 2004. If the proposed settlement is not approved, this action
may divert the efforts and attention of Geacs management and, if determined
adversely, could have a material impact on Geacs business, financial position,
results of operations and cash flows.-15-Table of Contents

Item 4. Information on the CompanyA.
    
    History and Development of the CompanyGeac Computer Corporation Limited is a corporation continued under and
governed by the Canada Business Corporations Act. The following is a summary
of the amendments made to the Corporations constituent documents since
incorporation.Effective October 31, 1997, the Corporations common shares were split 2
for 1.On May 1, 1992, the Corporation amalgamated with Geac European Holdings
Corporation, its wholly owned subsidiary. On May 1, 1988, the Corporation
amalgamated with Geac Computers International Inc., its wholly owned
subsidiary.Prior to May 1, 1988, the articles of the Corporation were amended, among
other things, to subdivide the common shares of the Corporation, create a class
of an unlimited number of preference shares and vary the provisions of the
preference shares.By certificate of continuance dated January 7, 1980, the Corporation was
continued under the Canada Business Corporations Act, after the authorized
capital of the Corporation had been increased by supplementary letters patent
issued November 20, 1975.Geac was incorporated under the laws of Canada by letters patent dated May
11, 1971.At the Corporations Annual and Special Meeting held on September 10,
2003, the Corporations shareholders authorized a change of the name of the
Corporation to Geac Inc. Under the Canada Business Corporations Act, the name
change will become effective upon the filing of amended articles reflecting the
change. This filing had not occurred as of the date of this Annual Report.The registered office of the Corporation is located at 11 Allstate
Parkway, Suite 300, Markham, Ontario, L3R 9T8.GeneralGeac is a leading global provider of business-critical software
applications and systems. We are organized around two business groups: our
Enterprise Application Systems, or EAS group, and our Industry Specific
Applications, or ISA group. Our EAS group serves global and medium-sized
enterprises by providing software systems that form the backbone of their
information technology infrastructures. Our EAS group offers enterprise
resource planning, or ERP, systems that consist of integrated business
applications for accounting, financial administration and human resources
functions, as well as for manufacturing, distribution and supply chain
management. Our ISA group provides industry-specific business applications
that are used by customers in the restaurant, construction, property
management, library and real estate industries, and by government and public
safety agencies, to manage their businesses and operations. In addition, we
offer a broad range of professional services related to our software such as
consulting, implementation and integration services, remote application
management and training. We also resell third party software and hardware
products for use in conjunction with our software products where appropriate to
provide our customers with a more complete solution. Geac is headquartered in
Markham, Canada.The following is a summary description of the significant events that have
influenced the general development of Geacs business over the course of the
last three years.Fiscal Year 2001FY 2001 was a year of restructuring for Geac to transform itself into a
leaner, more customer-focused organization to meet more effectively the
competitive challenges in the global software marketplace. Geac undertook a
number of actions to restore profitability and to strengthen its balance sheet,
including staff reductions,-16-Table of Contentspremises consolidation and various financing initiatives. At the same
time, development, sales and marketing efforts were refocused to more
effectively meet the needs of the Corporations extensive customer base.With the aim of maximizing shareholder value, in the second quarter the
Corporation retained financial advisors to assist in reviewing strategic
alternatives, including the sale of all or parts of the Corporation. After an
extensive process involving several interested parties, no formal bid for the
Corporation was received, and on March 26, 2001, the Corporation announced the
conclusion of the strategic review process with respect to the sale of the
entire Corporation.On December 22, 2000, the Corporations US$225 million credit facility
with its banking syndicate expired, and the Corporation faced the obligation of
repaying an outstanding obligation of US$63.8 million. Thereafter, Geac
continued to negotiate with its lenders and entered into a series of standstill
agreements, culminating in a repayment agreement executed on April 27, 2001.
On August 31, 2001, the Corporations short-term bank indebtedness had been
reduced to US$1.8 million.AcquisitionsOn May 1, 2000, the Corporation acquired the business assets of Management
Data Gmbh of Vienna, Austria, together with all of the issued and outstanding
shares of thirteen of its world-wide subsidiaries. The total purchase price was
$42.3 million. The assets were held as a temporary investment before they were
sold as part of the SmartStream Reconciliations systems business on July 13,
2000.On June 30, 2000, the Corporation purchased certain assets of Praxa
Limiteds (Australia and New Zealand) local government software business for
approximately $2.1 million. The acquired businesses included, at fair value,
$1.0 million of current assets, $3.1 million of acquired software and $2.3
million of current liabilities. The difference between the total purchase
price and the net fair value of all identifiable assets and liabilities
acquired was $0.3 million and is accounted for as goodwill. During FY 2001,
the businesses acquired from Praxa Limited generated approximately $2.1 million
in revenue.DispositionsOn July 13, 2000, the Corporation sold the SmartStream Reconciliations
systems business for cash proceeds of $159.2 million. This sale included the
assets and shares acquired as part of the Management Data Gmbh businesses
(noted in the preceding text). The transaction resulted in a gain of
approximately $96.0 million. During FY 2001, the SmartStream Reconciliations
systems business generated approximately $2.8 million in revenue, and was
unprofitable.On March 31, 2001, the Corporation completed the sale of its hotel
software business for approximately $1.6 million. The net liabilities
disposed as part of this sale were $1.4 million, and the transaction resulted
in a pre-tax gain of approximately $1.3 million, which was recorded as an
unusual item on the statement of operations for FY 2001.Fiscal Year 2002FY 2002 was a pivotal year for Geac. An anticipated decline in revenue
was aggravated by a worldwide economic slowdown. We, like many other companies
in the software industry, experienced revenue declines in all regions and
across all major product lines. Nevertheless, Geac was able to meet its
primary objectives for FY 2002. These objectives included strengthening our
management team, investing in target product development areas, including new
wireless applications, web-based products and web extensions, refocusing and
better aligning our development, sales and marketing efforts, expanding our
market opportunities and technology through relationships with strategic
partners and significantly strengthening our balance sheet.In May 2001, the Corporation entered into an agreement with a syndicate of
underwriters under which the underwriters agreed to buy 10 million special
warrants to acquire units consisting of one common share plus one-half of a
common share purchase warrant. The special warrants were issued at $2.00 per
unit for aggregate gross proceeds of $20.0 million. The net proceeds to Geac
after underwriters fees and other issue expenses were approximately $17.9
million. On August 1, 2001, the 10 million special warrants were automatically
exercised-17-Table of Contentswhich resulted in the issuance of 10 million common shares and five
million common share purchase warrants. Each common share purchase warrant
entitled the holder to purchase one common share of the Corporation for $2.75
at any time until December 30, 2002.On September 27, 2001, the Corporation also completed the sale, through a
public offering on a bought deal basis, of six million common shares at a price
of $4.50 per share. The offering raised gross proceeds of $27 million with the
net proceeds to Geac after commissions and other issue expenses of
approximately $24.8 million.The outstanding balance under the Corporations US$225.0 million credit
facility was repaid in full in the second quarter of FY 2002. As a result, as
at April 30, 2002, the Corporation had no bank indebtedness outstanding.The Corporation entered into a 24 month revolving credit facility in the
second quarter of FY 2002 in the amount of US$20.0 million. This facility was
collateralized by a substantial portion of the Corporations assets and bore
interest at a variable rate. There was no drawdown under this facility and it
was terminated by the Corporation in March 2002.During the fourth quarter, the Corporation undertook a comprehensive
review of its operations with the objective of reducing costs and increasing
effectiveness. As a result of this effort, Geac streamlined operations,
centralized management of its SmartStream and System21 enterprise applications,
refocused development and reduced the size of its workforce.AcquisitionsThere were no acquisitions made during FY 2002.DispositionsGeac sold its publishing systems business in August 2001 for $1.5 million
in cash. The sale excluded real estate assets. The net liabilities disposed
of included accrued divestiture costs and amounted to approximately $3.6
million. The transaction resulted in a gain of approximately $5.1 million
which was recorded as an unusual item on the Consolidated Statement of
Operations for FY 2002.Fiscal Year 2003Geac achieved several milestones in FY 2003. In view of an expected
decline in revenues from our legacy enterprise and certain industry specific
applications, we continued to manage our costs in line with revenues. Geac
continued to strengthen its balance sheet, and its cash position, excluding
restricted cash, increased from $115.4 million at the end of FY 2002 to $128.8
million at the end of FY 2003. In addition, with the acquisition of Extensity,
Inc. (Extensity) in the fourth quarter and the release of our new Geac
System21 Aurora product, which combines next-generation enterprise resource
planning functionality with real-time process management capabilities, we made
significant progress executing on our strategy to deliver a suite of innovative
software solutions through a unified application framework, which measure and
manage operational and financial processes to improve its customers overall
business performance.During the second and third quarters of FY 2003, all five million common
share purchase warrants issued in FY 2002 in connection with the Corporations
special warrant financing in May 2001 were exercised. As a result of this
exercise, share capital in the Corporation increased by $13.8 million and the
fair value of the purchase warrants of $1.8 million was reclassified and
recognized as part of the issued share capital in the Corporation.On June 8, 2003, Geac announced that it had determined that the goodwill
relating to its Interealty business had been impaired and that, the Corporation
would, therefore, record a non-cash $16.8 million goodwill write-down in the
fourth quarter of FY 2003 (determined in accordance with Canadian GAAP), as disclosed in the Corporations Current Report on
Form 6-K dated June 19, 2003, which is incorporated herein by reference.-18-Table of ContentsAcquisitionsIn FY 2003, Geac completed two acquisitions, the most significant being
the acquisition of California-based Extensity, a leading software applications
provider of solutions to automate employee-based financial systems. On March
6, 2003, Geac acquired 100% of the common shares of Extensity. The purchase
price was approximately $74.0 million, consisting of $63.9 million of cash and
the issuance of 932,736 common shares in the capital of the Corporation. This
acquisition was a significant step in the execution of Geacs strategy to
expand into the Business Performance Management software market. The Extensity
business has been integrated into the Corporations Enterprise Server business.
This acquisition has been accounted for as a purchase and the results for this
business have been reflected in the EAS group from the date of acquisition. A
discussion of the impact of this acquisition on the operating results and
financial position of Geac is included in the Management Discussion and
Analysis section of the 2003 Annual Report of the Corporation.In addition, effective August 5, 2002, Geac acquired the iSeries unit of
EBC Informatique, a French hardware and software solutions provider. The
acquired assets included customer contracts, intellectual property rights,
trademarks, and property, plant and equipment. The transaction was valued at
Euros 2.45 million (approximately $3.76 million). EBC Informatiques iSeries
unit was integrated with Geacs Anael Solutions division in France. This
acquisition has also been accounted for as a purchase and results for this
business are also reflected in the EAS group from the date of acquisition.DispositionsThere were no dispositions made in FY 2003.First Quarter Fiscal Year 2004 and Subsequent EventsOn June 23, 2003, Geac announced that it had entered into a definitive
merger agreement to acquire Comshare, Incorporated
(Comshare). Comshare, headquartered in Ann Arbor,
Michigan, is a leading provider of corporate performance management
(CPM) software that helps companies implement and execute
strategy. Comshares CPM software encompasses planning,
budgeting, forecasting, financial consolidation, management reporting
and analysis. Comshare launched a new version of MPC, its flagship
product, in fall 2002, and version 6.0 is currently in
beta-testing.The
merger agreement provided that the acquisition would be accomplished by a cash tender offer by Conductor Acquisition Corp.
(Conductor), a wholly-owned subsidiary of Geac, at US$4.60 per share for all
of Comshares outstanding common stock. The tender offer commenced on July 1,
2003 and was followed by a cash merger in which the remaining outstanding
shares not tendered in the offer were acquired by Conductor for US$4.60 per
share. On August 15, 2003, Geac announced it had completed its acquisition of
Comshare for a purchase price, excluding acquisition costs, of approximately US$53.7 million.
As a result, Comshare is now an indirect wholly owned subsidiary of Geac.On June 25, 2003, Geac announced that, beginning with the first quarter of
FY 2004, it would report its results in US dollars. Geacs results of
operations for the first quarter of FY 2000, stated in US dollars, were
announced on September 19, 2004, as disclosed in the Corporations Current
Report on Form 6-K dated September 29, 2003, which is incorporated herein by
reference.On July 18, 2003, Geac announced that it had appointed Charles S. Jones as
President and Chief Executive Officer of the Corporation, and had appointed C.
Kent Jespersen as non-executive Chairman of the Board. These appointments
followed the resignation of Paul D. Birch from his offices with the
Corporation.On September 9, 2003, Geac and certain of its subsidiaries entered into a
Loan, Guaranty and Security Agreement (the Loan Agreement) with Wells Fargo
Foothill, Inc. (WF Foothill), pursuant to which Geac and certain of its
subsidiaries obtained a three-year revolving credit facility (the Facility)
with a US$50,000,000 revolving line of credit and a US$5,000,000 letter of
credit sub-facility. The interest rate payable on advances under the Facility
is, at Geacs option, the prime rate plus 0.50% or LIBOR plus 3.00%. The
Facility is secured by substantially all of the assets of Geac and certain of
its United States and Canadian subsidiaries and guaranteed by certain of its
United States, Canadian, United Kingdom and Hungarian subsidiaries. The
Facility is available for the working capital needs and other general corporate
purposes of Geac and its subsidiaries that are parties to the Loan Agreement.-19-Table of ContentsB.
    
    Business OverviewGeac combines broad experience and industry-specific knowledge to address
a full range of customer needs, including application software, computer
hardware and peripheral components, implementation, training, consulting, and
customer support. We offer products on a broad range of industry standard
hardware and platforms. Geacs acquisitions strategy has enabled the
Corporation to add new products, and to expand into new markets and geographic
areas.Effective February 1, 2000, Geacs approach to segmented reporting was
modified concurrently with a change in strategic direction to focus on
Enterprise Applications Systems. The two reported segments are:
    
    Enterprise Application Systems (EAS), which include
cross-industry enterprise business applications for financial
administration and human resources functions, and enterprise
resource planning applications for manufacturing, distribution, and
supply chain management; and
    
    Industry Specific Applications (ISA), which include
industry-specific mission critical business applications for the
real estate, construction, property management, restaurant and human
resource marketplaces, as well as a wide range of applications for
libraries and public safety administration.Products and ServicesIn addition to the application software products listed below, we offer a
broad range of professional services related to our software such as
consulting, implementation and integration services, remote application
management and training.Enterprise Application SystemsEnterprise Applications Systems in FY 2003 accounted for 76.9% of our
total revenues, compared to 74.2% in FY 2002. Our EAS group serves large,
often global, enterprises, as well as smaller, middle market companies. Our
EAS products include cross-industry business applications for accounting,
financial administration and human resources functions, as well as ERP systems
for manufacturing, distribution and supply chain management.Our EAS products are designed to enable our customers to standardize the
management of information throughout the enterprise. This facilitates
performance comparisons between different sites, offices, countries, product
lines, brands, and profit centers. We believe our EAS products help businesses
to reduce inventories and working capital and improve productivity and
efficiency by providing accurate and flexible reporting, production planning
and scheduling systems.At April 30, 2003, our EAS group had approximately 5,800 customers,
including approximately 50% of the Fortune 100 companies. We provide our EAS
solutions to customers in a variety of industries, including apparel, textile
and furniture manufacturing and retailing, automotive parts manufacturing,
financial services, food and beverage processing and retailing, healthcare and
local government administration.Depending on the specific product, our EAS systems run on a number of
hardware platforms, including mainframe and mid-range computer and
client/server architectures, and use industry-standard databases such as IBMs
DB2, Sybase and Microsoft SQL Server.Our EAS systems offer simple, consistent user interfaces, flexible
reporting options and sophisticated analytical tools, including third party
solutions provided by our alliance partners. These reporting and analysis
tools enable our customers to analyze information contained within their
enterprise management systems as they require. We also design our systems to
be easily integrated with our customers other business applications, as well
as with new, best-of-breed applications as they emerge, enabling our customers
to extend the functionality of their Geac enterprise resource planning systems
and to maximize the value of their existing information technology investments.-20-Table of ContentsThe Web extensions incorporated in our EAS systems support our customers
by facilitating communication and transactions with their customers, suppliers
and other business partners. Customers can use the e-commerce functionality
offered in our EAS systems to reduce costs and attain more effective management
control, while at the same time decentralizing business processes. Our EAS
systems are Web-enabled to permit anytime-anywhere browser-based access. As a
result, users with Web access can access and input data via the Internet using
a standard Web browser. This allows business processes to be made faster and
more efficient. For example, our customers can use our Web-enabled
self-service applications to:
    
    facilitate their sales processes by enabling their customers
to check product prices and availability online;
    
    allow their employees to update their own personal data in
the customers employee benefits system, increasing convenience and
relieving human resources managers of administrative tasks; and
    
    empower their employees to procure necessary goods and
services when they need them by using e-procurement features
available in our EAS systems.Our principal EAS products include:E Series and M SeriesOur E Series and M Series products, formerly known as our Expert and
Millennium products, are integrated suites of financial, human resource and
procurement applications designed to run on mainframe computers, including the
IBM S/390 and e-server zSeries. Large and mid-sized enterprises in more than
35 countries, primarily in North America and Europe, use our E Series and M
Series products, which are available in English, French and Spanish language
versions. The industries that use our E Series and M Series products most
widely include financial services, manufacturing, healthcare and education.
Seven of the ten largest companies in the Fortune 500 use our E Series or M
Series products.System21System21 is a fully integrated suite of financial, manufacturing, customer
service and logistics and service management applications based on the
mid-range IBM e-server iSeries (formerly known as AS/400) platform. Our
System21 products are used by companies worldwide, particularly in the food and
beverage, apparel and shoe manufacturing, automotive parts manufacturing and
electronics industries.Our experience working with users of our System21 product in these
industries have enabled us to tailor our products to the specific needs of
customers and, in many cases, to develop industry-specific versions of our
System21 product. For example:
    
    our System21 Drinks system, widely deployed in the beverage
industry, incorporates specialized features required by liquor
producers and importers that operate across multiple jurisdictions.
These include the ability to handle the complex tax and regulatory
requirements that apply to bonded warehouses, and to manage excise
tax issues that are specific to the beverage industry.
    
    our System21 Style product, a fully integrated distribution
and manufacturing solution for the apparel and footwear industries,
offers apparel manufacturers and retailers a complete end-to-end
solution, with applications that address design, product lifecycle
development and definition, sourcing, manufacturing, contract and
stock management, customer services, customer relationship
management and retail.SmartStreamSmartStream is a suite of financial, procurement and human resource
solutions that can be deployed on a local area network or wide area network or
on a Web-based infrastructure using the Windows NT or Unix operating systems
and Microsoft SQL and Sybase SQL databases in a two-tiered client-server
architecture. Hundreds of companies use SmartStream, ranging from large global
enterprises to mid-sized and smaller businesses, primarily in-21-Table of ContentsNorth America and Europe and, to a lesser extent, in the Asia Pacific
region and in South America. The industries in which SmartStream is most
widely deployed include banking, insurance and other financial services,
manufacturing, retail, healthcare, government and education.AnaelAnael solutions is a fully integrated suite of financial, accounting,
human resources, e-commerce and customer relationship management applications,
consisting of eleven products and services based on the IBM iSeries platform,
as well as Windows NT and Windows 2000. As at April 30, 2003, over 2,000
customers, primarily in France, as well as in 40 other French-speaking
countries, use Anael solutions.Industry Specific ApplicationsIndustry specific applications in FY 2003 accounted for 23.1% of our total
revenues, compared to 25.8% in FY 2002.We provide software products and related support, maintenance, development
and consulting services to meet the specific management and data processing
needs of organizations in selected vertical niche markets, including the real
estate, restaurant, construction, property management, public safety and
library markets.Architecture, Electrical and Construction (AEC) ApplicationsOur AEC group provides integrated software suites, including project
management, job-costing, bidding and estimating, and financial and accounting
solutions to engineers, architects and general and specialty trade contractors
in the residential and commercial construction business. The AEC group is one
of the largest suppliers of construction application software solutions in
North America.Property Management ApplicationsOur Property Management Systems group provides software applications
designed to improve productivity in the day-to-day management of residential
and commercial buildings. The groups products, which primarily service the
multi-unit residential market, help to monitor traffic and conduct marketing,
leasing and rent collection operations. Accounting and financial applications
and on-site management tools complete the product offering. New Web-based
applications provide easy-to-use and cost effective data collection. Clients
include real estate investment trusts, pension funds, insurance companies,
property management companies and other real estate investors.Human Resource ApplicationsGeac TotalHR provides applications for human resource and payroll
management. TotalHR software facilitates the processing of employee
information and improves the reliability and usability of that information.
TotalHR is a client/server-based application that allows customers to manage
and evaluate human resource and payroll needs. It has administration and
configuration features that address diverse user-group and departmental
security and accessibility requirements.Residential Real Estate ApplicationsOur Interealty Corp. subsidiary provides Web-based information systems,
services and products to multiple listing services and real estate brokers
primarily in North America. Interealty provides real estate professionals with
online multiple listing systems, desktop productivity software, agent web-site
development and hosting, and customer relationship management systems.
Interealtys new MLXchange product has advanced, Web-enabled features that can
automatically page a real estate broker on her mobile phone when the price is
reduced on a property she is watching or when a prospect expresses interest in
a listing on the realtors web-site.-22-Table of ContentsRestaurant ApplicationsThe Restaurant Systems group provides applications to quick-service and
table-service restaurants and food service providers designed to improve
customer service and to manage production and administrative operations.
Applications include point-of-sale, back office reconciliation and inventory
control. The group primarily serves franchisers and franchisees of chain
restaurant companies. The groups advanced store management and executive
information software systems enable the groups customers to meet high volume
transaction management needs.Public Safety ApplicationsOur Public Safety Systems group provides computer-aided dispatch and
records management systems for emergency services such as law enforcement
agencies, fire departments and ambulance service organizations. The groups
systems assist critical services delivery organizations to improve call
response times and to disseminate important information to response personnel.Library ApplicationsOur Libraries Systems group provides automation solutions for public,
academic and specialty libraries. The groups products are able to handle
records in different formats and character sets, as well as to provide
interconnectivity with other information services. For example, our Vubris
Smart library application, developed in conjunction with Brussels Vrije
Universiteit and Eindhoven Technische Universiteit, enables libraries to
implement a Web-based service to provide users with greater flexibility and
interconnectivity with the librarys database.Distribution of ProductsComplementing its own international distribution organization, Geac has a
network of value added resellers (VARs) and distributors delivering Geac
solutions to other markets, including the Middle East, Eastern Europe, Africa
and Asia. These VARs and distributors are selected for their expertise in
meeting the needs of local customers in specific vertical markets.Competitive ConditionsEnterprise Application SystemsGeacs principal competitors for new EAS license sales, as well as for the
replacement of Geacs installed systems in the EAS market, are Oracle Corp.,
Lawson Software, PeopleSoft, Inc./J.D. Edwards & Company, SAP AG, and Intentia.
These large, well capitalized firms have significantly more resources at their
disposal than Geac has, and therefore can invest more in research and
development, sales and marketing and can sustain price reductions for longer
periods than Geac is able to do. Because competitors can easily penetrate the
software market, large, multinational enterprise resource planning vendors have
begun targeting mid-sized businesses as their traditional market of large,
multinational businesses becomes increasingly mature. In addition current and
potential competitors have established, or may in the future establish,
co-operative relationships among themselves or with third parties. We expect
that the software industry will continue to consolidate. It is possible that
new competitors or alliances among competitors will emerge and rapidly acquire
significant market share.In the market for maintenance and support of EAS products, Geac competes
with third party service providers who support other software vendors
products. Geac also faces internal competition from the in-house IT
departments of Geacs customers, particularly in industries that are under
intense pressure to contain costs, such as the automotive parts manufacturing
industry. These customers may choose not to purchase Geacs maintenance
services but rather to support Geacs EAS products themselves.Industry Specific ApplicationsCompetition in the markets served by the ISA group is generally fragmented
and each of Geacs industry-specific product groups faces competition from
numerous sources, ranging from large, publicly traded companies that market a
broad range of software products to small, privately held software vendors
whose businesses are focused on serving a particular vertical market. Geacs
larger ISA competitors often have significantly greater-23-Table of Contentsresources than it does, potentially enabling them to invest more in
research and development, sales and marketing and can sustain price reductions
for longer periods than Geac is able to do.Geac expects increased competition in its ISA segment to come from
providers of lower-priced shrink-wrapped software, many of which are large,
well-capitalized software companies. Many of these providers are increasingly
tailoring their offerings to specific vertical markets, such as the
construction industry, as part of an effort to compete with vendors of more
expensive integrated applications designed specifically for these industries.
In addition, as the market for mid-range enterprise application systems becomes
increasingly saturated, providers of general purpose integrated enterprise
application systems products are also re-packaging their products and targeting
specific vertical markets.Foreign OperationsGeac is subject to risks of doing business internationally, including
fluctuations in currency exchange rates, increases in duty rates, difficulties
in obtaining export licenses, difficulties in the enforcement of intellectual
property rights and political uncertainties. During FY 2003, Geac derived
approximately 3.1% of its total revenue from sales to customers inside Canada,
and approximately 49.1% of its total revenue from sales to customers in the
U.S. Geacs most significant international operations are in the United
States, the United Kingdom, and France, which are the only countries in which
Geacs revenues constituted more than ten percent of its total world-wide
revenues during FY 2003.Geac has historically reported its results in Canadian dollars. To the
extent that Geac made sales denominated in currencies other than Canadian
dollars, gains and losses on the conversion of such sales to Canadian dollars
contributed to fluctuations in Geacs business and operating results as
reported in Canadian dollars. Beginning with the first quarter of FY 2004,
Geac began reporting its results in US dollars. To the extent that Geac makes
sales denominated in currencies other than US dollars, gains and losses on the
conversion of such sales to US dollars may, in the future, contribute to
fluctuations in Geacs business and operating results as reported in US
dollars.Other risks Geac faces in conducting business internationally include the
following: longer payment cycles, difficulties in managing international
operations, including constraints associated with local laws regarding
employment, problems in collecting accounts receivable, complex international
tax compliance requirements, and the adverse effects of tariffs, duties, price
controls or other restrictions that impair trade.LitigationGeac, in the normal course of business, is subject to legal proceedings
brought against it and its subsidiaries, including several that are not
described below. Such proceedings may be the result of disputes over, among
other things, contracts, alleged torts, real estate, insurance, employee
relations, or intellectual property.In May 2001, Cels Enterprises, Inc. filed a complaint in the United States
District Court for the Central District of California against Geac Computer
Corporation Limited and its subsidiary Geac Enterprise Solutions, Inc. (GES).
GES is the successor to JBA Holdings plc, a company acquired by Geac in 1999
(JBA). The complaint alleged that JBA software supplied to Cels by Geac was
experimental and did not work. The software product in question, which was part
of JBAs product offering prior to the acquisition, is no longer sold by Geac.
Cels claimed damages of US$28.3 million. In August 2003, the jury returned a
verdict against GES awarding Cels US$1.8 million in compensatory damages and
US$2.3 million in punitive damages, and a judgment was entered.
Either party may appeal the judgment. At April 30, 2003, Geac had accrued US$2.0
million in respect of the Cels claim. Geac increased the amount of this
reserve to US$4.1 million at July 31, 2003.As described in greater detail in the Risk Factors section, Extensity, a
subsidiary acquired by Geac in March 2003, is subject to a class action suit
which alleges that Extensity, certain of its officers and directors
(who are no longer employed by Geac), and the
underwriters of its initial public offering in January 2000 violated the
federal securities laws of the United States. The parties have submitted a
settlement proposal and are awaiting court approval of the proposal. Such
approval is expected in late 2003 to early 2004. If the proposed settlement is
not approved, in view of the fact that Extensity is a corporate
defendant, this action may divert the efforts and attention of Geacs
management and, if determined adversely, could have a material impact on Geacs
business, financial position, results of operations and cash flows.On
March 21, 2002, Grace Consulting, Inc. (Grace), a provider of software
maintenance and consulting services, filed a lawsuit against GES and Geac
Computer Corporation Limited claiming antitrust violations and seeking
approximately US$75 million in damages. Grace alleged that Geac
was attempting to monopolize the market for maintenance services in
certain Geac products by filing a copyright infringement suit against
Grace and by taking other measures to prevent Grace from providing
software maintenance services through the infringement of Geacs
copyrights. Geac believes this lawsuit is based on
facts and circumstances substantially similar to Graces claims in an earlier
lawsuit. In 1995, before its acquisition by Geac, Dun & Bradstreet Software
Services, Inc. filed a complaint against Grace claiming copyright
infringement. Grace asserted counterclaims against Dun & Bradstreet
Software Services, Inc. for copyright misuse, tortious interference
with contract, and breach of contract. On September 24, 2002, the United States
Circuit Court of Appeals for the Third Circuit issued an opinion in
Geacs copyright infringement suit against Grace, finding that
Graces maintenance services infringed Geacs copyrights,
reinstating Geacs claims against Grace for misappropriation of
trade secrets, and affirming the dismissal of Graces
counterclaims for copyright misuse, tortious interference with contractual relations,
and breach of contract. Grace sought review by the United States
Supreme Court, but such review was denied. Grace has ceased doing
business. In light of the Third Circuits decision, Geac
believes that the claims raised in Graces March 2002 antitrust
action are without merit because the claims raised in that suit were
dependent upon Graces maintenance services not infringing
Geacs copyrights. However, there can be no
assurance that Geac will be successful in defending against these new claims.The ultimate outcome of these, and other, matters cannot currently be
determined, nor, except as stated above, can the liability that could
potentially result from a negative outcome in each case currently be
reasonably estimated. In the event of a negative outcome, the
liability that Geac may ultimately incur with respect to any of these
matters may be in excess of amounts currently accrued with respect to
such matters and, as a result, these matters may be material.-24-Table of ContentsC.
    
    Organizational StructureThe following is a list of the significant subsidiaries of Geac as at
April 30, 2003. All the outstanding equity securities of each subsidiary are
owned directly or indirectly by Geac, except as noted below:JURISDICTION

|                                                                                       |  |                               
|-------------------------------------------------------------------------------------- |  | ------------------------------
|                                                                                       |  | JURISDICTION OF INCORPORATION/
|NAME                                                                                   |  | ORGANIZATION                  
|                                                                                       |  |                               
|Geac Canada Limited                                                                    |  | Canada                        
|Extensity, Inc.*                                                                       |  | Delaware, USA                 
|Geac Computers, Inc.                                                                   |  | Missouri, USA                 
|Geac Enterprise Solutions, Inc. (formerly Geac
Computer Systems, Inc.                  |  | Georgia, USA                  
|Interealty Corp. (formerly Interealty.com Inc.)                                        |  | Colorado, USA                 
|Extensity Europe Limited                                                               |  | United Kingdom                
|Geac Software Solutions Limited (formerly Geac
Computers (2) Limited                   |  | United Kingdom                
|Geac Computer Systems (UK) Limited                                                     |  | United Kingdom                
|MAI United Kingdom Limited                                                             |  | United Kingdom                
|Geac Enterprise Solutions Limited
(formerly JBA International Limited )                |  | United Kingdom                
|Geac Enterprise Solutions Development Limited
(formerly JBA Software Products Limited) |  | United Kingdom                
|Geac Enterprise Solutions A/S (formerly Geac
Style Research & Development A/S)         |  | Denmark                       
|Geac France                                                                            |  | France                        
|Geac Enterprise Solutions Deutschland GmbH                                             |  | Germany                       
|Geac Hungary Asset Management Company Limited                                          |  | Hungary                       
|Geac Italia S.r.L.                                                                     |  | Italy                         
|Geac Computers S.L.                                                                    |  | Spain                         
|Geac Computers Pty Ltd.                                                                |  | Australia                     
|Geac Computers (M) Sdn. Bhd.                                                           |  | Malaysia                      
|Geac Computers NZ Limited                                                              |  | New Zealand                   
|Geac Computers Philippines Inc.                                                        |  | Philippines                   
|Geac Computers (Singapore) Pte Ltd                                                     |  | Singapore                     

* Non-voting redeemable preferred
shares having an aggregate redemption price of US$50,000 are held by an unrelated third party.

Certain subsidiaries have been omitted from the table above, as each
accounts for not more than 10% of our consolidated assets at April 30, 2003 and
not more than 10% of our consolidated sales for FY 2003, and all of those
omitted in the aggregate account for not more than 20% of our total
consolidated assets at April 30, 2003 and total consolidated sales for FY 2003.

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In August 2003, Geac, through Conductor Acquisition Corp., an indirect,
wholly owned subsidiary organized by Geac under the laws of the State of
Michigan for the purpose, acquired all of the outstanding common stock of
Comshare, Incorporated, a Michigan corporation.



|D. |  | Property, plant and equipment
|-- |  | -----------------------------

Geacs corporate headquarters are located in Markham, Ontario, where Geac
has occupied space since 1989. Geac currently has a lease for 25,286 square
feet of space at 11 Allstate Parkway, Suite 300, Markham, Ontario, for a term
expiring April 30, 2005. In addition to Geacs headquarters, Geacs business
is conducted most significantly from owned offices and facilities in the United
Kingdom in Studley, Warwickshire and leased offices and facilities in the
United States in Southborough, Massachusetts and Atlanta, Georgia. Geac and
its subsidiaries operate 63 other offices and facilities in 22 countries around
the world. These offices and facilities are operated under leases of varying
duration, with no lease extending beyond 2016.

In addition, certain Geac subsidiaries own real estate in the United
States. Geac Computers, Inc. owns real property in Tampa, Florida and in
Nashua, New Hampshire. Interealty Corporation owns property in Decatur,
Georgia, which houses a multiple listing book publishing operation.

The Florida, New Hampshire and Georgia properties are free and clear of
liens. The Studley, Warwickshire, United Kingdom property is owned by Geac
Computer Systems UK Limited and is currently encumbered by a mortgage granted
to the Bank of Scotland.

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Item 5. Operating and Financial Review and Prospects



|A. |  | Operating Results
|-- |  | -----------------

The following management discussion and analysis of results of operations
and financial position should be read in conjunction with our audited financial
statements and notes for the fiscal years (FY) ended April 30, 2003, 2002 and
2001, included elsewhere in this Annual Report. This discussion contains
certain forward-looking statements based on current expectations. These
forward-looking statements entail various risks and uncertainties that could
cause actual results to differ materially from those reflected in these
forward-looking statements. These risks and uncertainties include those
discussed in the section entitled Risk Factors.

The financial statements included in this Annual Report are prepared in
accordance with accounting principles generally accepted in the United States
of America (US GAAP). As a Canadian company subject to the Canada Business
Corporations Act and to the reporting requirements of the securities regulatory
authorities in Canada, Geac is required to prepare and file in Canada financial
statements prepared in accordance with accounting principles generally accepted
in Canada, or Canadian GAAP. Canadian GAAP differs in some respects from US
GAAP. Geacs Canadian GAAP financial statements are not included in this
Annual Report. The following management discussion and analysis relates to our
US GAAP financial statements included in this Annual Report.

Our financial statements, including those included in this Annual Report,
have historically been stated in Canadian dollars. Beginning with the first
quarter of FY 2004, we will report our results in US dollars.

As used in this discussion and unless the context otherwise requires or
unless otherwise indicated, all references to Geac, we, our, or the
Company refer to Geac Computer Corporation Limited and its consolidated
subsidiaries.

Overview

Geac is a global enterprise software company for business performance
management, providing customers worldwide with the core financial and
operational solutions and services to improve their business performance in
real time. Our solutions include cross-industry enterprise application systems
(EAS) for financial administration and human resources functions, expense
management, time capture, and enterprise resource planning applications for
manufacturing, distribution, and supply chain management. These cross-industry
applications are marketed globally and span a number of product lines. We also
provide industry specific applications (ISA) tailored to the real estate,
restaurant, property management, and construction marketplaces, and for
libraries and public safety agencies. In addition to our families of software
products, we are a reseller of computer hardware and software, and we provide a
broad range of professional services, including application hosting,
consulting, implementation services, and training. Headquartered in Markham,
Ontario, Canada, Geac employed approximately 2,500 people around the world on
April 30, 2003, compared to approximately 3,000 people on
April 30, 2002.

Geac today has a presence in the financial back offices of many of the
largest companies in the world. These companies rely on Geac software
applications for their financial and operational processing. Our objective is
to extend our relationships with these customers and to attract new customers
by delivering a suite of software solutions that can be integrated with our
enterprise application systems and help our customers improve their business
performance.

We achieved several significant milestones in FY 2003. In view of an
expected decline in revenues from our legacy enterprise and certain industry
specific applications, we continued to manage our costs in line with revenues. We
continued to strengthen our balance sheet, and our cash position increased from
$115.4 million at the end of FY 2002 to $128.8 million at the end of FY 2003.
In addition, with the acquisition of Extensity, Inc. in the fourth quarter and
the release of our new Geac System21 Aurora product, we made significant
progress executing on our strategy to deliver a suite of innovative software
solutions through a unified application framework, which measure and manage
operational and financial processes to improve our customers overall business
performance.

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In FY 2003 we completed two acquisitions, the most significant being the
acquisition of California based Extensity, a leading provider of solutions to
automate employee-based financial systems. The acquisition, valued at US$50.3
million (approximately $74.0 million), was completed on March 6, 2003, and was
a significant step in the execution of our strategy to expand into the business
performance management market. The Extensity business has been integrated into
our Enterprise Server business. In addition, effective August 5, 2002, we
acquired the IBM e-Server iSeries software assets, customer agreements, and
employee base of EBC Informatique, a French hardware and software solutions
provider. The transaction was valued at Euros 2.45 million (approximately
$3.76 million). EBC Informatiques iSeries unit was integrated with our Anael
Solutions division in France. These acquisitions have been accounted for as
purchases, and results for these two businesses are reflected in the EAS
segment from the date of acquisition.

Subsequent to the end of FY 2003, effective August 14, 2003, we acquired
Comshare, Incorporated (Comshare). Comshare, headquartered in Ann Arbor, Michigan, is
a leading provider of corporate performance management
(CPM)
software that helps companies implement and execute strategy.
Comshares CPM software encompasses planning, budgeting, forecasting,
financial consolidation, management reporting and analysis. Comshare
launched a new version of MPC, its flagship product, in fall 2002,
and version 6.0 is currently in beta-testing. The acquisition was
accomplished by way of a cash tender offer for all the outstanding shares of
Comshare at a price of US$4.60 per share, followed by a cash merger; and the
estimated purchase price, excluding acquisition costs, was approximately
US$53.7 million. Along with the acquisition of Extensity, Inc. (Extensity),
a provider of solutions to automate employee-based financial systems, completed
in the fourth quarter of FY 2003, the acquisition of Comshare is a significant
step in the execution of our strategy to expand into the business performance
management market.

Critical Accounting Policies

The preparation of our financial statements requires management to make
judgments, estimates, and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses, and related disclosures. Our
estimates are based upon historical experience and on other assumptions that
are believed to be reasonable under the circumstances. Our ongoing evaluation
of these estimates forms the basis for making judgments about the carrying
values of assets and liabilities and the reported amount of revenues and
expenses, in cases where they are not readily ascertainable from other sources.
Actual results may differ from these estimates under different assumptions.

In many cases, the accounting treatment of a particular transaction is
specifically dictated by US GAAP and does not require managements judgment in
its application. There are also areas in which managements judgment in
selecting among available alternatives would not produce a materially different
result. The critical accounting policies discussed below are those that affect
our financial statements materially and involve a significant level of judgment
by management. Our senior management has reviewed these critical accounting
policies and related disclosures with our audit committee. A summary of our
significant accounting policies, including the critical accounting policies
discussed below, is set forth in note 2 to our consolidated financial
statements.

Revenue Recognition. We derive revenues from three sourcessoftware,
support and services, and hardware. Support and services includes software
maintenance and support, training, system implementation, and consulting.
Maintenance and support consists of technical support and software upgrades and
enhancements. We resell computer hardware and peripherals primarily as a
service to certain customers who look to us to provide a complete product
solution. Significant management judgments and estimates are involved in
determining the revenue recognized in any accounting period. Material
differences in the amount and timing of our revenue for any period could result
if different judgments were to be made.

We recognize product revenue when persuasive evidence of an arrangement
exists, the product has been delivered, the fee is fixed and determinable, and
collection of the resulting receivable is probable. In bundled arrangements, we
allocate revenue to each element of the arrangement based upon vendor specific
objective evidence (VSOE). We use a purchase order or a signed contract as
evidence of an arrangement for licenses of software and sales of hardware and
services. Arrangements with our resellers are evidenced by a master agreement
governing the relationship.

Software is delivered to customers electronically or on a CD-ROM, tape, or
diskette, as appropriate. We assess whether the fee is fixed and determinable
based on the payment terms associated with the transaction. Our standard
payment terms are generally less than 90 days. In instances where payments are
subject to extended payment terms, revenue is deferred until payments become
due, which is generally when the payment is received.

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We assess collectibility based on a number of factors, including the
customers past payment history and current credit-worthiness. If we determine
that collection of a fee is not reasonably assured, we defer the revenue and
recognize it at the time collection becomes reasonably assured, which is
generally upon receipt of cash payment.

When licenses are sold together with hardware, consulting, and
implementation services, services revenues are recognized based on percentage
of completion. Our consulting and implementation service contracts are bid
either on a fixed-fee basis or on a time-and-materials basis. For a fixed-fee
contract, we recognize revenue using the percentage of completion method. For
time-and-materials contracts, we recognize revenue as services are performed.

Maintenance and support revenue is recognized ratably over the term of the
maintenance contract. Amounts billed in accordance with customer contracts, but
not yet earned, are recorded as deferred revenue.

Valuation of Identifiable Goodwill and Other Intangible Assets. We account
for our business acquisitions under the purchase method of accounting. The
total cost of an acquisition is allocated to the underlying net assets based on
their respective estimated fair values. As part of this allocation process, we
must identify and attribute values and estimated lives to the intangible assets
acquired. While we may employ experts to assist us with these matters, such
determinations involve considerable judgment, and often involve the use of
significant estimates and assumptions, including those with respect to future
cash inflows and outflows, discount rates, and asset lives. These
determinations will affect the amount of amortization expense recognized in
future periods.

We review the carrying values of all identifiable goodwill and other
intangible assets when conditions arise that indicate that any impairment may
have occurred. Examples of these conditions include significant
underperformance relative to historical or expected future operating results,
significant changes in the manner of our use of the acquired assets or our
strategy, significant negative industry or economic trends, or significant
decline in our share price or market capitalization.

Prior to May 1, 2001, we determined impairment by comparing the
undiscounted amount of expected future operating cash flows with the carrying
amounts of such assets. Expected future operating cash flows were based upon
our best estimate given the facts and circumstances at that time. Impairments
in the carrying amount of identifiable intangible assets and goodwill were
expensed. Effective May 1, 2001, we adopted Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets. Under the new standard, goodwill and
other intangible assets with an indefinite life are not amortized, but are
tested for impairment at least annually, as well as within six months of
adopting the new standard. The determination of fair value involves significant
management judgment. Impairments in the carrying amounts of identifiable
goodwill and other intangible assets with indefinite lives will be expensed. As
the valuation of identifiable goodwill and other intangible assets requires
significant estimates and judgment about future performance and fair value, our
future results could be affected if our current estimates of future performance
and fair value change.

Accounting for Income Taxes. We operate in multiple jurisdictions, and our
profits are taxed pursuant to the tax laws of these jurisdictions. Our
effective tax rate may be affected by the changes in, or interpretations of,
tax laws in any given jurisdiction, utilization of net operating losses and tax
credit carry forwards, changes in geographical mix of income and expense, and
changes in managements assessment of matters, such as the ability to realize
future tax assets. As a result of these considerations, we must estimate our
income taxes in each of the jurisdictions in which we operate. This process
involves estimating our actual current tax exposure, together with assessing
temporary differences resulting from differing treatment of items for tax and
accounting purposes. These differences result in future tax assets and
liabilities, which are included in our consolidated balance sheet. We must then
assess the likelihood that our future tax assets will be recovered from future
taxable income and establish a valuation allowance for any amounts we believe
will not be recoverable. Establishing or increasing a valuation allowance
increases our income tax expense.

Significant management judgment is required in determining our provision
for income taxes, our income tax assets and liabilities, and any valuation
allowance recorded against our net income tax assets. We recorded a valuation
allowance as at April 30, 2003, due to uncertainties related to our ability to
utilize some of our income tax assets before they expire. The valuation
allowance was based on our estimates of taxable income by jurisdiction in which
we operate and the period over which our income tax assets will be recoverable.
In the event that actual

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results differ from these estimates or we adjust these estimates in future
periods, we may need to amend our valuation allowance, which could materially
impact our financial position and results of operations.

Restructuring. Effective January 1, 2003, we adopted SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities, which
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. We have rationalized
certain facilities and have established reserves against outstanding
commitments for leased properties that we have vacated. These
reserves are based upon our estimate of future events, such as the time
required to sublease the property and the amount of sublease income that might
be generated from the date we vacate the property and the expiration of the
lease. We have also rationalized certain business operations and have
established reserves based upon our estimate of the severance and
benefit costs associated with these workforce reductions. These estimates are reviewed based on changes in circumstances.
Adjustments to the restructuring charge will be made in future periods, if
necessary, should different conditions prevail from those anticipated in our
original estimate.

Accounts
Receivable. We estimate the collectibility of our accounts
receivable, and we maintain allowances for estimated losses. Management
analyzes accounts receivable, historical bad debts, receivable aging, customer
credit-worthiness, and current economic trends when evaluating the adequacy of
the allowance for doubtful accounts. If the financial condition of our
customers were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances might be required.

Legal
Contingencies. We are from time to time involved in various claims
and legal proceedings. Periodically we review the status of each significant
matter and assess our potential financial exposure. If the potential loss from
any claim or legal proceeding is considered probable and the amount can be
reasonably estimated, we accrue a liability for the estimated loss.
Significant judgment is involved in both the determination of probability and
the determination as to whether an exposure is reasonably estimable. Because
of uncertainties related to these matters, accruals are based on the best
information available at the time. As additional information becomes
available, we reassess the potential liability relating to our pending claims
and litigation and may revise our estimates. Such revisions in estimates of
potential liabilities could have a material impact on our results of operations
and financial position.

Fiscal year ended April 30, 2003 compared to fiscal year ended April 30, 2002

Revenue. Revenue for FY 2003 was $623.7 million, compared to $716.5
million for the preceding year. Software license revenue declined by $8.0
million, or 9.6 percent; support and services revenue declined
by $80.1
million, or 13.8 percent; and revenue from the sale of computer hardware
declined by $4.7 million, or 9.0 percent. Excluding from FY 2002 results $5.2
million in revenue attributable to the publishing software business, which was
sold on August 9, 2001, and excluding from FY 2003 results $3.4 million in
revenue attributable to the Extensity business, which was acquired on March 6,
2003, total revenue declined by $91.1 million, or 12.8 percent, from $711.3
million in FY 2002 to $620.2 million in FY 2003. Compared to FY 2002, currency
fluctuationsprimarily attributable to the British Pound Sterling, the U.S.
Dollar, and the Euro against the Canadian Dollarhad the effect of reducing
revenues by $19.7 million.

Revenue in the EAS segment in FY 2003 was $479.5 million, compared to
$531.3 million in the preceding year. Excluding revenue from the Extensity
acquisition, EAS segment revenue declined by $55.2 million, or 10.4 percent, to
$476.1 million. EAS software licenses to new and existing customers, in the
amount of $62.1 million, declined by $0.6 million from the prior year. A $2.2
million decline in revenue from licenses of client server software systems,
primarily our SmartStream and local government systems, was almost entirely
offset by a $1.6 million increase in revenue from licenses of our E Series and
M Series software systems for mainframe computers. EAS support and services
revenue declined by $49.1 million, or 11.5 percent. Of this $49.1 million
decline, EAS maintenance revenue  primarily contracted support to customers of
our licensed software  declined by $24.4 million, or 8.4 percent. This
decline, which was in line with our expectations, was due to attrition in
maintenance contract renewals for mainframe ($20.8 million), and client server
applications ($9.2 million), which were partially offset by a $5.6 million
increase in maintenance contract revenues from our System21 software systems,
primarily for mid-range server architectures. Other EAS support and services
revenue  primarily professional implementation and training services 
declined by $24.7 million, or 18.1 percent. We expect a continuing decline in
EAS maintenance revenue. This decline may be offset, to some extent, if we
experience an increase in professional services revenue in FY 2004, primarily
as a result of the Extensity acquisition. EAS hardware sales revenue declined
by $2.0 million, or 5.1 percent, reflecting a $2.8 million decline in hardware
sales associated with

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client server applications, which was partially offset by a $0.8 million
increase in mid-range computer hardware sales.

Revenue in the ISA segment in FY 2003 was $144.2 million, compared to
$185.2 million in the preceding year. Excluding $5.2 million in revenue from
the publishing software business, which was sold in the first quarter of FY
2002, ISA segment revenue declined by $35.8 million, or 19.9 percent, from
$180.0 million in FY 2002 to $144.2 million in FY 2003. Of this $35.8 million
decline, $25.3 million is attributable to the Interealty business and reflects
the continuing effects of a change in the service and pricing model for the
Multiple Listing Service (MLS) application business, as the internet has
supplanted more costly virtual private networks, significant price pressure and
customer losses in the core MLS application business, and the continuing
decline in revenue from the MLS book publishing business, which was expected.
Revenue in other ISA businesses declined by $10.5 million, or 10.0 percent,
with declines in software systems serving the construction ($6.3 million),
restaurants ($2.9 million), and property management ($1.7 million) markets,
partially offset by a $0.3 million increase in public safety systems revenue
and a $0.1 million increase in library systems revenue.

Cost of Revenues. Cost of revenues was reduced by $59.5 million, or 18.2
percent, from $326.6 million in FY 2002 to $267.1 million in FY 2003; and gross
profit margin (gross profit as a percentage of total revenues) increased from
54.4 percent in FY 2002 to 57.2 percent in FY 2003. Cost of software license
revenues was reduced by $1.4 million, or 12.2 percent, as lower revenues from
resellers of our industry-specific applications have resulted in lower costs of
reseller software sales. Costs of support and services, which consist primarily
of personnel and related costs, were reduced by $56.1 million, or 20.5 percent;
and support and services margins increased from 53.0 percent to 56.6 percent.
Hardware costs were reduced by $2.0 million, or 4.9 percent; and hardware
margins declined from 19.1 percent to 15.5 percent, primarily as a result of a
low margin $3.1 million hardware sale to a single customer in the first quarter
of FY 2003.

Operating
Expenses. Operating expenses were $267.9 million, compared to
$322.1 million last year.



| |  |  | Sales and marketing expenses were reduced by $3.0 million, or
3.2 percent, primarily as a result of restructuring efforts, and
sales and marketing expenses as a percentage of revenues increased
from 13.0 percent in FY 2002 to 14.5 percent in FY 2003. This
increase in the percentage of revenues reflects investments in
personnel and related sales and marketing costs intended to drive
increased new license revenue in certain businesses in the coming
year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Product development expenses were reduced by $24.5 million,
or 26.4 percent, and product development expenses as a percentage of
revenues were reduced from 13.0 percent in FY 2002 to 10.9 percent
in FY 2003. This reduction reflects the maturity of our mainframe
back office financial applications, the completion of major
development projects for mid-range and client-server applications,
and the consolidation of Extensity application development with
existing Geac application development. Product development expenses
are projected to increase over the course of the next year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  |  | General and administrative expenses increased by $1.5
million, or 1.7 percent; and general and administrative expenses as
a percentage of revenues increased from 12.3 percent in FY 2002 to
14.4 percent in FY 2003. The net $1.5 million increase is
attributable to a $2.9 million reduction in the provision for
doubtful accounts in FY 2002; an increase of $6.2 million in
professional fees; an increase of $1.2 million in insurance costs; a
$2.6 million adjustment in the second quarter of FY 2003 to increase
the amortization of property, plant, and equipment to more
accurately reflect the valuation of acquired assets; and $1.6
million in restructuring costs in excess of the amounts that had
been accrued in the fourth quarter of FY 2002, net of a $13.0
million reduction in other general and administrative expenses. As a
result of the consolidation of back office finance and accounting
operations in North America, which was completed in FY 2003, and in
Europe, which is expected to be completed by the end of the first
quarter of FY 2004, general and administrative expenses as a
percentage of revenues are expected to be reduced over the course of
the next fiscal year.

Net Restructuring and Other Unusual Items.Net restructuring and other
unusual items were $5.2 million in FY 2003, compared to $45.9 million last
year. The $5.2 million in net restructuring and other unusual items in FY 2003
included a $5.0 million provision for the settlement of legal claims, a $3.5
million pre-tax provision for

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premises rationalization, and a $2.8 million
charge for severance relating to the restructuring of our North American
operations. The restructuring of these operations reflects managements
decision to consolidate certain development, sales and marketing, and support
and services operations into similar operations acquired in the Extensity
acquisition. These charges were partially offset by a net $6.1 million reversal
of accrued liabilities and other provisions related to acquisitions and
restructuring, which were recorded in prior years and which were no longer
required. This $6.1 million reversal includes $3.9 million for severance and
premises rationalization related to last years restructuring of the business,
including $2.4 million related to premises rationalization and $1.5 million for
severance costs not required as a result of changes in the original plan and
employee attrition during the year. In addition, net restructuring and other
unusual items reflects a net release of $2.2 million primarily related to
restructuring and acquisition-related provisions on certain FY 2000
acquisitions, which are no longer required for their originally intended
purposes.

In FY 2002, the $45.9 million in net restructuring and other unusual items
included a $34.8 million pre-tax provision for severance, premises
rationalization and other costs related to the restructuring of the business; a
$5.1 million write-down of assets; a $5.3 million net provision for the
settlement of legal claims, primarily related to our acquisition of JBA
Holdings plc; a $4.7 million charge for strategic planning costs; and a $2.9
million charge for unamortized financing costs of a credit facility that, in
light of our improved cash position, we terminated in March 2002 to avoid
additional costs. These charges were partially offset by a net $6.9 million
reversal of excess accrued liabilities and other provisions relating to
acquisitions and restructuring, which were recorded in prior years and which
were no longer required.

Goodwill Impairment.In connection with the annual review of the carrying
value of goodwill, we recorded a $12.5 million goodwill write-down in the
fourth quarter of FY 2003 relating to the Interealty business, based on revised
future estimates of its likely performance given the deterioration of results
compared to budget expectations. This represented the full amount of goodwill
on our balance sheet for the Interealty business. This goodwill write-down had
the effect of reducing earnings per diluted share by $0.15 for the fourth
quarter of FY 2003 and by $0.15 for the full year. No goodwill impairment was
recorded in FY 2002.

Amortization of Intangible Assets. Amortization of intangible assets,
primarily acquired software, was $1.6 million in FY 2003, compared to $1.7
million in FY 2002.

Interest Income and Expense.Net interest income in FY 2003 was $1.3
million, compared to net interest expense of $1.6 million in FY 2002. This
change reflects a $2.9 million reduction in interest expense, which was
primarily attributable to the repayment of $39.5 million in bank indebtedness
in the first two quarters of FY 2002.

Other Income (Expense).Other expense of $2.6 million in FY 2003 included
a $4.2 million loss on foreign exchange, net of $0.9 million in investment
income and a $0.7 million gain on the sale of fixed assets. Of the total $4.2
million loss on foreign exchange in FY 2003, $6.2 million was incurred in the
fourth quarter and was partially offset by a gain of $2.0 million through the
first three quarters of FY 2003. Other income of $0.9 million in FY 2002 was
composed of a $0.6 million gain on foreign exchange and a $0.3 million gain on
the sale of fixed assets.

Income Taxes.The provision for income taxes was $33.3 million in FY
2003, compared to $30.1 million in FY 2002. Our effective tax rate for FY 2003
was 40 percent. Of the total $33.3 million provision for income taxes recorded
in FY 2003, $25.6 million reflects utilization of income tax assets, and $7.7
million represents cash taxes. Of the total $30.1 million provision for income
taxes recorded in FY 2002, $9.9 million reflects utilization of income tax
assets, and $20.2 million represents cash taxes.

Compared to FY 2002, currency fluctuations  primarily attributable to the
British Pound Sterling, the U.S. Dollar, and the Euro against the Canadian
Dollar  had the effect of reducing revenues by $19.7 million and reducing net
income by $1.6 million, or $0.02 per diluted share.

Fiscal year ended April 30, 2002 compared to fiscal year ended April 30, 2001

Revenue.Revenue for FY 2002 was $716.5 million, compared to $836.4
million for the preceding year. Excluding from both periods revenue
attributable to the publishing software business, which was sold on August 9,
2001, and the hotel software business, which was sold on March 31, 2001, total
revenue declined by $91.2 million, or 11.4 percent, from $802.5 million in FY
2001 to $711.3 million in FY 2002. Software license revenue declined

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by $3.2
million, or 3.7 percent; support and services revenue declined by $66.9
million, or 10.4 percent; and revenue from the sale of computer hardware
declined by $21.1 million, or 28.8 percent.

Revenue in the EAS segment was $531.3 million, compared to $596.6 million
last year. EAS software licenses to new and existing customers declined by
$2.4 million, or 3.7 percent. A $10.6 million decline in JBA software licenses
was partially offset by a $4.5 million increase in main frame license revenues
and a $3.7 million increase in client server license revenues, primarily
attributable to license sales of Geacs Pathway local government systems in the
Asia Pacific region. EAS support and services revenue declined by $51.9
million, or 10.8 percent. Of this $51.9 million decline, EAS maintenance
revenue - primarily contracted support to customers of our licensed software -
declined by $25.9 million, or 8.1 percent. This decline was expected and is
due to attrition in maintenance contract renewals for mainframe ($15.2
million), client server ($6.9 million), and JBA ($3.8 million) applications.
Other EAS support and services revenue - primarily professional implementation
and training services - declined by $26 million, or 15.9 percent. Reflecting
market conditions, EAS hardware sales revenue declined by $11.0 million, or
21.5 percent, with $7.9 million of this decline attributable to hardware sales
associated with client server applications.

Revenue in the ISA segment was $185.2 million, compared to $239.7 million
in FY 2001. Of this total $54.5 million decline, $17.4 million in revenue is
attributable to the publishing software business, which was sold in the first
quarter of FY 2002, and $11.1 million is attributable to the hotel software
business, which was sold in the fourth quarter of last year. Excluding revenue
from the publishing and hotel software businesses, total ISA revenue declined
by $25.8 million, or 12.6 percent, from $206.0 million in FY 2001 to $180.0
million in FY 2002. Revenue declines in Interealty ($14.3 million), restaurant
systems ($9.2 million), and library systems ($7.4 million), were partially
offset by revenue increases in businesses serving public safety agencies ($3.3
million) and the property management industry ($4.2 million). The decline in
Interealty revenues reflects significant price pressure in the core multiple
listing service application business; the continuing decline in revenue from
the MLS book publishing business, which was expected; and the slow adoption of
Interealtys MLXchange product, which integrates listing management, lead
capture, and client management technology. Our restaurant software business
was adversely affected by the downturn in the hospitality industry in the
second half of FY 2002. The decline in library systems revenue reflects
discontinuation of a third party data subscription service and delays in the
release of Vubis Smart, our next generation Internet-based information
management system, which was introduced in April 2002. Partially offsetting
revenue declines in other ISA businesses, public safety systems revenue
increased by $3.3 million as a result of increased software maintenance revenue
and a single large implementation of our graphical interface police computer
aided dispatch (CAD) system; and property management systems revenue increased
by $4.2 million, reflecting increasing market adoption of our next generation,
Internet-based, multi-family real estate management software.

Cost of Revenues.Cost of revenues was reduced by $96.1 million, or 22.7
percent, from $422.7 million in FY 2001 to $326.6 million in FY 2002; and gross
profit margin (gross profit as a percentage of total revenues) increased from
49.5 percent in FY 2001 to 54.4 percent in FY 2002. Cost of software license
revenues, primarily royalties paid to vendors of third-party software, was
reduced by $4.2 million, or 26.8 percent. Costs of support and services, which
consist primarily of personnel and related costs, were reduced by $73.1
million, or 21.1 percent; and support and services margins increased from 48.4
percent to 53 percent, primarily as a result of improved utilization rates.
Hardware costs were reduced by $18.8 million, or 30.9 percent, in line with
hardware revenues.

Operating Expenses.Operating expenses were $322.1 million, compared to
$760.4 million last year. Sales and marketing expenses were reduced by $31.4
million, or 25.2 percent; product development expenses were reduced by $24.5
million, or 20.9 percent; and general and administrative expenses were reduced
by $14.2 million, or 13.8 percent. These reductions reflect ongoing efforts to
keep costs in line with revenues.

Sales and marketing expenses as a percentage of revenues were reduced from
14.8 percent to 13.0 percent; product development expenses were reduced from
14.0 percent to 12.9 percent; and general and administrative expenses increased
from 12.3 percent to 12.4 percent. The year over year increase in general and
administrative expenses as a percentage of revenues is primarily attributable
to increased professional fees, composed of both strategic consulting and legal
fees.

Net Restructuring and Other Unusual Items.Net restructuring and other
unusual items were $45.9 million in FY 2002, compared to $295.9 million last
year, which included a write down of CDN$171.3 million of goodwill

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and CDN$81.5
million of acquired software primarily related to the acquisition of JBA. The
$45.9 million in net restructuring and other unusual items in FY 2002 included
a $34.8 million pre-tax provision for severance, premises rationalization and
other costs related to the restructuring of the business; a $5.1 million write
down of assets; a $5.3 million net provision for the settlement of legal claims
primarily related to the JBA acquisition; a $4.7 million charge for strategic
planning costs; and a $2.9 million charge for unamortized financing costs of a
credit facility that, in light of our improved cash position, we terminated in
March 2002 to avoid additional costs. These charges were partially offset by a
net $6.9 million reversal of excess accrued liabilities and other provisions
relating to acquisitions and restructuring, which were recorded in prior years
and which were no longer required.

Amortization of Goodwill. Effective May 1, 2001, we adopted SFAS No. 142,
Goodwill and Other Intangible Assets. Under the new standard, goodwill and
other intangible assets with an indefinite life are no longer amortized, but
are tested for impairment annually. We completed a goodwill impairment review
in the first quarter of FY 2002 and again in the fourth quarter of FY 2002 and
found no impairment. Accordingly, there were no charges for amortization of
goodwill in FY 2002, compared to $58.1 million in FY 2001. Amortization of
other intangible assets, primarily acquired software, was $1.7 million in FY
2002, compared to $61.8 million in FY 2001. This reduction reflects the write
down of JBA software in the third quarter of FY 2001.

Net Interest Expense.Net interest expense was reduced from $12.6
million in FY 2001 to $1.6 million in FY 2002. This $11.0 million reduction is
attributable to the reduction in bank indebtedness, which stood at $39.4
million on April 30, 2001, and which was completely repaid in the second
quarter of FY 2002.

Income Taxes. As a result of increased profitability, the provision for
income taxes was $30.1 million in FY 2002, compared to a recovery of $32.9
million in FY 2001. Our effective tax rate for FY 2002 was 41.7 percent. Of
the total $30.1 million provision for income taxes recorded in FY 2002, $9.9
million reflects utilization of income tax assets, and $20.2 million represents
cash taxes.

B. Liquidity and Capital Resources

At April 30, 2003, cash and cash equivalents totaled $128.8 million,
compared to $115.4 million at April 30, 2002. Excluding from the total at April
30, 2003, a reduction of $5.5 million from the effect of foreign exchange
rates, cash and cash equivalents increased by $18.9 million during FY 2003.

Cash provided by operating activities, including the effects of changes in
both non-cash working capital and deferred revenue, was $43.2 million in FY
2003, compared to $82.9 million in FY 2002. Non-cash working capital was
reduced by $38.6 million, primarily as a result of a reduction in accounts
payables and accrued liabilities. In the corresponding period last year,
non-cash working capital increased by $60.0 million, primarily attributable to
increases in receivables, prepaid expenses, accounts payable and accrued
liabilities.

Net cash outflows from investing activities totaled $34.5 million in FY
2003, compared to $6.2 million in FY 2002, and included $33.7 million for
acquisitions, net of cash acquired, and $2.7 million for additions to property,
plant, and equipment, offset by an increase of $1.9 million in restricted cash
and cash equivalents.

Net cash inflows from financing activities were $10.2 million in FY 2003,
including $13.9 million from the exercise of five million purchase warrants at
$2.75 per warrant and from the sale of common shares under the common share
Companys Employee Stock Purchase Plan (ESPP), partially offset by $3.7 million
used for repayment of long-term debt. Net cash inflows of $5.2 million in FY
2002 included $24.8 million in net proceeds from the sale of six million common
shares on September 27, 2001, and $17.9 million in net proceeds from the first
quarter sale of 10 million special warrants at a price of $2.00 per special
warrant. Each special warrant was exercisable for one common share plus one
half of a common share purchase warrant. The special warrants were fully
exercised on August 1, 2001. Each full purchase warrant entitled the purchaser
to acquire one common share of Geac for $2.75 at any time within 18 months of
June 29, 2001, and all five million purchase warrants were exercised in FY
2003. In total, the FY 2002 net issuance of common shares and special warrants
generated $43.1 million, which was used to fund working capital requirements
and to repay bank indebtedness.

Accounts
receivable, other and unbilled receivables at year end totaled $88.0 million, compared to $85.6
million at the end of FY 2002. This net $2.4 million increase includes the
effects of a $4.2 million increase due to changes in foreign exchange

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Prepaid expenses, which are composed of deposits, prepaid maintenance,
insurance, and prepaid royalties, increased by $1.0 million, from $16.0 million
at the end of FY 2002 to $17.0 million at the end of FY 2003. This increase is
primarily due to $0.8 million in prepaid expenses, which were assumed in the
Extensity acquisition, and a $0.5 million increase attributable to changes in
foreign exchange rates, net of a $0.3 million reduction in the prepaid expenses
of our U.S. based businesses.

Accounts payable and accrued liabilities were $136.2 million at the end of
FY 2003, compared to $170.3 million at the end of FY 2002. This $34.1 million
reduction includes a $19.6 million reduction in trade payables, a $6.0 million
reduction in accrued professional fees and legal costs, a net $5.5 million
reduction in accrued restructuring charges, a $2.2 million reduction in
tax-related liabilities, and a $1.2 million reduction in compensation related
accruals, net of an aggregate $0.4 million increase in other items. The net
$5.5 million reduction in accrued restructuring charges includes a reduction of
$22.2 million in the balance as of April 30, 2002, and a net release of $3.9
million in prior year restructuring provisions that are no longer required,
offset by a $10.2 million increase in restructuring associated with the
Extensity acquisition, a $3.7 million provision for premises rationalization,
and a $6.8 million charge for severance related to the restructuring of our
operations.

Deferred revenue is composed of deferred maintenance and support revenues,
which are recognized ratably over the term of the related maintenance
agreement  normally one year  and deferred professional services revenue, which
is recognized as such services are performed. Deferred revenue declined by
$22.2 million, from $198.0 million at the end of FY 2002 to $175.8 million at
the end of FY 2003. Excluding a $6.5 million increase in deferred revenue at
April 30, 2003, associated with Extensity and a $5.7 million reduction
associated with foreign exchange, deferred revenue declined by $23.0 million,
which was primarily due to attrition in maintenance and support contracts.

Long-term debt at April 30, 2003, including the current portion, was $9.1
million, compared to $11.9 million at April 30, 2002. Excluding the effect of
changes in foreign exchange rates, which had the effect of increasing the April
30, 2003 balance by $0.9 million, long-term debt was reduced by $3.7 million.

Commitments and Contingencies

Geac does not have derivative financial instruments or any equity
interests in unconsolidated companies or any other business arrangements
related to the foregoing, which would have a material effect on the assets and
liabilities of Geac at April 30, 2003.

As disclosed in note 13 to the audited consolidated financial statements
included in this Annual Report, Geac has commitments that, in accordance with
US GAAP, are not reflected in its balance sheet. These commitments include
operating leases for office equipment and premises, and letters of credit, bank
guarantees, and performance bonds that are routinely issued on Geacs behalf by
financial institutions, primarily in connection with premises leases and
contracts with public sector customers. Geac does not have any other business
arrangements, derivative financial instruments, or any equity interests in
unconsolidated companies that would have a material effect on its assets and
liabilities at April 30, 2003.

Geac, in the normal course of business, is subject to legal proceedings
brought against it and its subsidiaries, including several that are not
described below. Such proceedings may be the result of disputes over, among
other things, contracts, alleged torts, real estate, insurance, employee
relations, or intellectual property.

In May 2001, Cels Enterprises, Inc. filed a complaint in the United States
District Court for the Central District of California against Geac Computer
Corporation Limited and its subsidiary Geac Enterprise Solutions, Inc. (GES).
GES is the successor to JBA Holdings plc, a company acquired by Geac in 1999
(JBA). The complaint alleged that JBA software supplied to Cels by Geac was
experimental and did not work. The software product in question, which was part
of JBAs product offering prior to the acquisition, is no longer sold by Geac.
Cels claimed damages of US$28.3 million. In August 2003, the jury returned a
verdict against GES awarding Cels US$1.8 million in compensatory damages and
US$2.3 million in punitive damages, and a judgment was entered.
Either party may appeal the judgment. At April 30, 2003, Geac had accrued US$2.0
million in respect of the Cels claim. Geac increased the amount of this
reserve to US$4.1 million at July 31, 2003.

As described in greater detail in the Risk Factors section, Extensity, a
subsidiary acquired by Geac in March 2003, is subject to a class action suit
which alleges that Extensity, certain of its officers and directors
(who are no longer employed by Geac), and the
underwriters of its initial public offering in January 2000 violated the
federal securities laws of the United States. The parties have submitted a
settlement proposal and are awaiting court approval of the proposal. Such
approval is expected in late 2003 to early 2004. If the proposed settlement is
not approved, in view of the fact that Extensity is a corporate
defendant, this action may divert the efforts and attention of Geacs
management and, if determined adversely, could have a material impact on Geacs
business, financial position, results of operations and cash flows.

On
March 21, 2002, Grace Consulting, Inc. (Grace), a provider of software
maintenance and consulting services, filed a lawsuit against GES and Geac
Computer Corporation Limited claiming antitrust violations and seeking
approximately US$75 million in damages. Grace alleged that Geac
was attempting to monopolize the market for maintenance services in
certain Geac products by filing a copyright infringement suit against
Grace and by taking other measures to prevent Grace from providing
software maintenance services through the infringement of Geacs
copyrights. Geac believes this lawsuit is based on
facts and circumstances substantially similar to Graces claims in an earlier
lawsuit. In 1995, before its acquisition by Geac, Dun & Bradstreet Software
Services, Inc. filed a complaint against Grace claiming copyright
infringement. Grace asserted counterclaims against Dun & Bradstreet
Software Services, Inc. for copyright misuse, tortious interference
with contract, and breach of contract. On September 24, 2002, the United States
Circuit Court of Appeals for the Third Circuit issued an opinion in
Geacs copyright infringement suit against Grace, finding that
Graces maintenance services infringed Geacs copyrights,
reinstating Geacs claims against Grace for misappropriation of
trade secrets, and affirming the dismissal of Graces
counterclaims for copyright misuse, tortious interference with contractual relations,
and breach of contract. Grace sought review by the United States
Supreme Court, but such review was denied. Grace has ceased doing
business. In light of the Third Circuits decision, Geac
believes that the claims raised in Graces March 2002 antitrust
action are without merit because the claims raised in that suit were
dependent upon Graces maintenance services not infringing
Geacs copyrights. However, there can be no
assurance that Geac will be successful in defending against these new claims.

The ultimate outcome of these, and other, matters cannot currently be
determined, nor, except as stated above, can the liability that could
potentially result from a negative outcome in each case currently be reasonably estimated. In the event of a negative outcome, the liability that Geac may ultimately incur with respect to any of these matters may be in excess of amounts currently accrued with respect to such matters and, as a result, these matters may be material.

Adoption of New Accounting Pronouncements

Effective
May 1, 2001 Geac adopted SFAS No. 142, Goodwill and Other Intangible Assets. This standard eliminates the amortization of goodwill, requires annual impairment testing of goodwill and introduces the

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concept of
indefinite life intangible assets. Goodwill is required to be tested for
impairment between the annual tests if an event occurs or circumstances change
such that it is more likely than not that the fair value of a reporting unit
has been reduced below its carrying value. Prior to May 1, 2001, goodwill was
amortized on a straight-line basis over the estimated periods of benefit not
exceeding ten years. The new standard has been applied on a prospective basis.

Effective January 1, 2003, Geac adopted SFAS No. 146,Accounting for
Costs Associated with Exit or Disposal Activities, which supersedes EITF 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity. This Statement requires that a liability for a
cost associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF 94-3, a liability for an exit cost as
defined in EITF 94-3 was recognized at the date of an entitys commitment to an
exit plan. The provisions of FAS 146 are effective for exit or disposal
activities initiated after December 31, 2002.

Effective January 1, 2003, Geac adopted FASB Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others  an interpretation of FASB 5,
57 and 107 and in rescission of FASB Interpretation No. 34 (FIN 45). This
interpretation elaborates on the disclosures to be made by a guarantor. FIN 45
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation due to the issuance
of the guarantee. The initial recognition and initial measurement provisions
apply on a prospective basis to guarantees issued or modified after December
31, 2002. The interpretation has been applied on a prospective basis.

Effective May 1, 2003, Geac adopted EITF 01-14, Income Statement
Characterization of Reimbursements Received for Out-of-Pocket Expenses
Incurred. This Issue requires that out-of-pocket expenses be characterized as
revenue in the income statement. In previous years these reimbursements had
been characterized as a reduction of expenses incurred. The Issue has been
applied retroactively and comparative figures restated.

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C. Research and Development, Patents and Licenses, etc.

Geac has historically developed products through a consultative process
with existing and potential customers. Geac expects that continued dialogue
will result in incremental enhancements to existing products and the
development of new products. Geac intends to support product development
through a combination of internal development, strategic partnerships with
other software providers, and acquisitions of suitable businesses and product
lines.

Consistent with the growth of Geacs business through acquisitions, Geacs
product development strategy has historically been decentralized, with separate
product development centres devoted to each product, in some cases in more than
one geographical region. However, Geac intends increasingly to organize its
product development efforts by product line rather than operating multiple
regional development centres. At April 30, 2003, we had 448 product
development personnel and 15 development centres in the metropolitan areas of
Atlanta, Nashua, Emeryville, Southborough, Markham, Vancouver, Paris, Studley,
Tampa, Houston, Brussels, Hertogenbosch, Villingen, Adelaide and Sydney.

Product development expenses, net of government grants and other amounts
recoverable, are expensed as incurred. Research and development costs included
in product development were $26.0 million in FY 2003 and $36.0 million in FY
2002.

Geac has relied, and expects to continue to rely, on a combination of
copyright, trademark and trade secret laws, confidentiality procedures, and
contractual provisions to establish, to maintain, and to protect its
proprietary rights. Despite Geacs efforts to protect its proprietary rights
in its intellectual property and that of other companies Geac may acquire,
unauthorized parties may attempt to copy aspects of its products or to obtain
information it regards as proprietary. Policing unauthorized use of Geacs
technology, if required, may be difficult, time consuming, and costly. Geacs
means of protecting its technology may be inadequate.

Third parties may apply for patent protection for processes that are the
same as or similar to Geacs processes or for products that use the same or
similar processes as Geacs products. Despite Geacs efforts to protect its
proprietary rights, unauthorized parties may attempt to copy aspects of its
products or services or to obtain and to use information that Geac regards as
proprietary. Third parties may also independently develop similar or superior
technology without violating Geacs proprietary rights. In addition, the laws
of some foreign countries do not protect proprietary rights to the same extent
as do the laws of Canada and the United States.

Geac believes that trademark protection is an important factor in
establishing product recognition. Geacs inability to protect its trademarks
from infringement could result in injury to any goodwill, which may be
developed in its trademarks. Moreover, Geac may be unable to use one or more
of its trademarks because of successful third-party claims.

D. Trend Information

For a discussion of the most significant trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on
Geacs net sales or revenues, income from continuing operations, profitability,
liquidity or capital resources, see managements discussion and analysis of
results of operations and financial position included in Item 5.A, Operating
Results.

E. Off-Balance Sheet Arrangements

Not applicable for Geacs fiscal year ended April 30, 2003, under
transition rules adopted by the SEC under the Sarbanes-Oxley Act of 2002.

F. Tabular Disclosure of Contractual Obligations

Not applicable for Geacs fiscal year ended April 30, 2003, under
transition rules adopted by the SEC under the Sarbanes-Oxley Act of 2002.

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Item 6. Directors, Senior Management and Employees

A. Directors and Senior Management

The following are the directors and executive officers of Geac, their
principal occupations and municipalities of residence.

Directors

|                                |  |                    |  |               |  |                                                                                
|------------------------------- |  | ------------------ |  | ------------- |  | -------------------------------------------------------------------------------
|Name and                        |  |                    |  | First Year    |  | Present                                                                        
|Municipality of Residence       |  | Date of Birth      |  | as a Director |  | Principal Occupation                                                           
|                                |  |                    |  |               |  |                                                                                
|Thomas I.A. Allen, Q.C.
(1) (3) |  | April 8, 1940      |  | 1999          |  | Senior Partner                                                                 
|Toronto, Ontario                |  |                    |  |               |  | Ogilvy Renault, law firm                                                       
|                                |  |                    |  |               |  |                                                                                
|David Friend                    |  | February 6, 1948   |  | 2001          |  | Partner                                                                        
|Boston, Massachusetts           |  |                    |  |               |  | Orchid Partners, venture capital firm                                          
|                                |  |                    |  |               |  |                                                                                
|C. Kent Jespersen (1) (2)       |  | January 5, 1946    |  | 2001          |  | Chairman                                                                       
|Calgary, Alberta                |  |                    |  |               |  | La Jolla Resources International
Ltd., business advisory and
investment company
|                                |  |                    |  |               |  |                                                                                
|Charles S. Jones                |  | March 5, 1948      |  | 1997          |  | President and Chief Executive                                                  
|Bedford Hills, New York         |  |                    |  |               |  | Officer of Geac                                                                
|                                |  |                    |  |               |  |                                                                                
|Pierre MacDonald (1) (2)        |  | June 19, 1936      |  | 1999          |  | Chairman and Chief Executive Officer                                           
|Verdun, Quebec                  |  |                    |  |               |  | MacD Consult Inc., consulting firm                                             
|                                |  |                    |  |               |  |                                                                                
|Michael D. Marvin (2)           |  | December 4, 1945   |  | 2001          |  | Chairman Emeritus                                                              
|Menards, New York               |  |                    |  |               |  | MapInfo Corporation, software
technology company                               
|                                |  |                    |  |               |  |                                                                                
|William G. Nelson (1) (3)       |  | May 26, 1934       |  | 1988          |  | Chairman                                                                       
|Bala Cynwyd, Pennsylvania       |  |                    |  |               |  | Harris Business Group, Inc.,
software technology company                       
|                                |  |                    |  |               |  |                                                                                
|Robert L. Sillcox (1) (3)       |  | September 15, 1931 |  | 2001          |  | Chairman                                                                       
|King City, Ontario              |  |                    |  |               |  | Quant Investment Strategies Inc.,
investment firm                              



|(1) |  | Member of the Audit Committee                           
|--- |  | --------------------------------------------------------
|   
|(2) |  | Member of the Human Resources and Compensation Committee
|   
|(3) |  | Member of the Corporate Governance Committee            

Executive Officers

|                         |  |                   |  |                                        
|------------------------ |  | ----------------- |  | ---------------------------------------
|Name and Municipality of |  |                   |  |                                        
|Residence                |  | Date of Birth     |  | Office currently held                  
|                         |  |                   |  |                                        
|Hema Anganu              |  | February 26, 1961 |  | Treasurer                              
|Toronto, Ontario         |  |                   |  |                                        
|                         |  |                   |  |                                        
|Donna de Winter(1)       |  | February 25, 1964 |  | Vice President and Corporate Controller
|Richmond Hill, Ontario   |  |                   |  |                                        
|                         |  |                   |  |                                        
|Arthur Gitajn(1)         |  | July 22, 1952     |  | Chief Financial Officer                
|Toronto, Ontario         |  |                   |  |                                        
|                         |  |                   |  |                                        
|Charles S. Jones         |  | March 5, 1948     |  | President and Chief Executive Officer  
|Bedford Hills, New York  |  |                   |  |                                        

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|                                          |  |                |  |                                                                                                               
|----------------------------------------- |  | -------------- |  | --------------------------------------------------------------------------------------------------------------
|Name and Municipality of                  |  |                |  |                                                                                                               
|Residence                                 |  | Date of Birth  |  | Office currently held                                                                                         
|                                          |  |                |  |                                                                                                               
|Joyce Koenig                              |  | April 4, 1957  |  | Vice President, Strategic Financial Analysis                                                                  
|Maynard, Massachusetts                    |  |                |  |                                                                                                               
|                                          |  |                |  |                                                                                                               
|James J. McDevitt                         |  | May 24, 1959   |  | Vice President and General Manager,                                                                           
|Alpharetta, Georgia                       |  |                |  | Industry Specific Applications                                                                                
|                                          |  |                |  |                                                                                                               
|Bertrand Sciard
Neuilly Sur Seine, France |  | March 18, 1953 |  | Senior Vice President, Geac Computer
Corporation Limited; Managing Director,
Geac Enterprise Solutions, Europe
|                                          |  |                |  |                                                                                                               
|John L. Sherry, III                       |  | April 17, 1955 |  | Senior Vice President, Marketing and                                                                          
|Wayland, Massachusetts                    |  |                |  | Strategic Alliances                                                                                           
|                                          |  |                |  |                                                                                                               
|Jeffrey Snider                            |  | April 8, 1964  |  | Senior Vice President and General Counsel                                                                     
|Newton, Massachusetts                     |  |                |  |                                                                                                               
|                                          |  |                |  |                                                                                                               
|Craig C. Thorburn                         |  | July 13, 1960  |  | Senior Vice President, Mergers &                                                                              
|Toronto, Ontario                          |  |                |  | Acquisitions, and Corporate Secretary                                                                         
|                                          |  |                |  |                                                                                                               
|James M. Travers                          |  | July 6, 1951   |  | Senior Vice President and President, Geac                                                                     
|Alpharetta, Georgia                       |  |                |  | Americas                                                                                                      
|                                          |  |                |  |                                                                                                               
|Timothy J. Wright                         |  | December 27,   |  | Senior Vice President, Chief Technology                                                                       
|Lexington, Massachusetts                  |  | 1964           |  | Officer and Chief Information Officer                                                                         

|    |  |                                                                                              
|--- |  | ---------------------------------------------------------------------------------------------
|(1) |  | Effective
November 4, 2003, Ms. de Winter will succeed Mr. Gitajn
as Chief Financial Officer.

During the past five years, each of the directors and officers has held
his/her present principal occupation or held his/her present office within the
Corporation with the exception of the following:

Thomas I. A. Allen, Q.C.was first elected to the Board of Directors of the
Corporation in September 1999. He is the Chairman of the Accounting Standards
Oversight Council of Canada and is a member of the Advisory Board of the Office
of the Superintendent of Financial Institutions of Canada. Mr. Allen has been
a partner at the law firm of Ogilvy Renault since October 1996. Mr. Allen is a
director of the following public corporations: Bema Gold Corporation, YM
Biosciences Inc., Middlefield Bancorp Limited, Mundoro Mining Inc., and
Unisphere Waste Conversion Limited.

Hema Anganu, prior to her appointment as Treasurer in September 1999, was
Director, Financial Reporting & Analysis (1998-1999), Controller, Corporate
Finance (1996-1998) and Manager, Corporate Finance (1991-1996) of the
Corporation.

Donna de Winterhas served as Geacs Vice President and Corporate Controller
since August 2003. On October 15, 2003, Geac announced that Ms. de Winter
would assume the role of Chief Financial Officer effective as of November 4,
2003. Prior to joining Geac, Ms. de Winter served from November 2000 to July
2003 as Vice President, Finance and Administration at Platform Computing
Corporation (Platform), an independent developer of software for grid
computing. Prior to joining Platform, Ms. de Winter served from February 2000
as Vice President, Finance at Digital Processing Systems Inc. (DPS), a public
company, until its acquisition by Leitch Technology Corporation in October
2000. DPS was a manufacturer of hardware and software for the creation,
manipulation and distribution of broadcast-quality video used by television
networks and cable companies. From 1992 to February 2000, Ms. de Winter served
as Corporate Controller and then Chief Financial Officer of Polyphalt Inc., a
technology company that develops and commercializes novel polymer modified
asphalt products and technology.

David Friendhas been one of the Corporations Directors since October 2001.
Mr. Friend is a Partner with Orchid Partners, a venture capital firm. Mr.
Friend is also the Chairman of Sonexis, Inc. (Sonexis), a telecommunications
software and platform provider, a company he founded in June 1999. Prior to
founding Sonexis, he was the Chairman and co-founder of FaxNet Corporation
(FaxNet), a supplier of messaging services to the telecommunications
industry, where he served from January 1995 to May 1999. Prior to founding
FaxNet, Mr. Friend founded Pilot Software, Inc., a software company based in
Cambridge, Massachusetts, where he served from November 1983 to November 1994.
Mr. Friend is an active venture investor and serves on the board of

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directors
of HealthGate Data Corp. (HealthGate Data), a provider of e-Health Internet
solutions for hospitals and healthcare enterprises.

Arthur Gitajn, prior to his appointment as Chief Financial Officer in November
2001, was Vice President and Corporate Controller of Geac from May 2001 to
November 2001 and, prior to that, was Vice President, Finance for North
American Verticals from February 1999 to April 2001. Prior to joining the
Corporation, he was Director of Financial and Information Technology Services
for the City of Alexandria, Virginia.

C. Kent Jespersenwas first elected to the Board of Directors of the
Corporation in October 2001. Mr. Jespersen has served as the Chairman of the
Corporations Board of Directors since July 2003. Mr. Jespersen has been the
Chairman of La Jolla Resources International Ltd., an international business
advisory and investment company, since 1998. From 1994 to 1998, Mr. Jespersen
held the positions of President of NOVA Gas International Ltd., President and
Chief Executive Officer Elect of NOVA Energy Services, President of NOVA Gas
Services Ltd., and Senior Vice President, Corporate Development of NOVA
Corporation. Mr. Jespersen currently serves as the Chairman of the board of
directors of CCR Technologies Ltd. and is Chairman Emeritus of the Institute of
the Americas of La Jolla, California. He also serves as a director of
Telesystems International Wireless Inc., Axia NetMedia Corporation, Bow Valley
Energy Ltd., and Matrikon, Inc.

Charles S. Joneswas first elected to the Board of Directors of the Corporation
in September 1997. Mr. Jones served as non-executive Chairman of the
Corporations Board of Directors from November 2000 until December 2001 and as
Executive Chairman of the Corporations Board of Directors from December 2001
until July 2003. Mr. Jones was appointed the President and Chief Executive
Officer of the Corporation in July 2003. Mr. Jones is also the Chairman and
co-founder of First Funding Corporation, an investment firm based in Stamford,
Connecticut, where he has worked since 1984. Currently, Mr. Jones serves as a
director of Farrel Corporation and a number of diverse companies, from an
industrial equipment manufacturer to a computer games designer and publisher.

Joyce Koenighas served as Geacs Vice President, Strategic Financial Analysis,
since joining the Corporation in January 2002. Previously, Ms. Koenig worked
at MRO Software, Inc., a U.S. based global software application developer and
marketer, as Director, Financial Analysis & Purchasing, from 1996 to 2001.

Pierre MacDonaldwas first elected to the Board of Directors of the Corporation
in September 1999. Since March 1995, Mr. MacDonald has served as Chairman and
Chief Executive Officer of MacD Consult Inc., a group of consultants in
international finance and marketing. Since May 2000, Mr. MacDonald has served
as the Vice-Chairman of the board of directors of the Export Development
Corporation, a Crown corporation that operates as a financial institution
devoted exclusively to providing trade finance services in support of Canadian
exporters and investors in up to 200 countries. Mr. MacDonald began serving as
a director of Export Development Corporation in August 1995. He also serves as
a director of Aeterna Laboratories Inc., AIM Canada Fund Inc., AIM Global Fund
Inc., Slater Steel Inc. and Sodisco-Howden Group Inc.

Michael D. Marvinwas appointed to the Board of Directors of the Corporation in
August 2001. Mr. Marvin is the founder and Chairman Emeritus of MapInfo
Corporation (MapInfo), a software technology company specializing in location
based solutions and services that help businesses better understand their
customers and markets. Mr. Marvin was the Chairman of MapInfo from 1992 until
January 2001.

James J. McDevitthas served as Geacs Vice President and General Manager,
Industry Specific Applications since December 2002. From July 2000 until
December 2002 Mr. McDevitt served as chief financial officer of Clarus
Corporation, a procurement solutions provider. Prior to working at Clarus
Corporation, Mr. McDevitt held numerous financial and management positions
since August 1997 with Geac Enterprise Solutions.

William G. Nelsonwas first elected to the Board of Directors of the
Corporation in September 1988. He served as Chairman of the Corporations Board
of Directors from June 1996 to October 2000, and as the Corporations President
and Chief Executive Officer from September 1996 to April 1999. Mr. Nelson has
served as Chief Executive Officer of Clarendon Capital Inc., an investment
banking and consulting firm, since June 1995. Mr. Nelson has been the Chairman
of the board of directors of Harris Business Group, Inc. since 1990 and the
Chairman of the board of directors of Repository Technologies Inc., a computer
software company, since 1999. Mr. Nelson is also a director of Manugistics
Group, Inc., a provider of intelligent supply chain optimization solutions for

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enterprises and evolving e-Business trading networks, HealthGate Data, and
Catalyst International Inc., a global provider of software and services for
warehouse management. Mr. Nelson is also a partner with Orchid
Partners, a venture capital firm.

Bertrand Sciardhas been Geacs Managing Director, Geac Enterprise Solutions,
Europe since he joined the Corporation in 1999 in connection with the
Corporations acquisition of JBA Holdings plc (JBA). In October 2003, Mr.
Sciard was appointed to the additional office of Senior Vice President of Geac
Computer Corporation Limited. Mr. Sciard served as Managing Director at JBA
from 1997 to 1999. From 1994 to 1997, Mr. Sciard served as Chief Executive
Officer of Presys Instruments, Inc. (Presys). Prior to his work at Presys,
Mr. Sciard spent 17 years at IBM where he held a variety of senior
international positions, most recently Commercial Director.

John L. Sherry, IIIhas served as Geacs Senior Vice President, Marketing and
Strategic Alliances since February 2002. Prior to joining the Corporation, he
served in 2001 as Senior Vice President, Marketing and Business Development for
ViryaNet, a publicly held software company providing workforce management
solutions for field service operations. From 1999 to 2001, Mr. Sherry served
as Vice President, Marketing for Excelergy, a venture backed company providing
software to the deregulating energy and utilities industries. From 1996 to
1999, he served as Executive Director of Marketing for the Kenan Systems unit
of Lucent Technologies.

Robert L. Sillcoxwas appointed to the Corporations Board of Directors in
August 2001. Mr. Sillcox is the Chairman of Quant Investment Strategies Inc.,
an investment firm specializing in providing quantitative investment strategies
to institutions. He has held this position since he co-founded the firm in
1998. Mr. Sillcox is currently also a director of the Bank of China (Canada),
a Canadian chartered bank, Glenmount International, L.P.I., an industrial
technology private equity partnership, and HelpCaster Technologies Inc., a
software technology company.

Jeffrey Sniderhas served as Geacs Senior Vice President and General Counsel
since August 2003. Prior to joining Geac, Mr. Snider was of counsel to Mintz,
Levin from 2002 to July 2003. Prior to joining Mintz, Levin, Mr. Snider served
as Senior Vice President and General Counsel for Lycos, Inc., an internet
company, from 1997 to 2002. From 1989 to 1997 Mr. Snider was with the law firm
Hutchins, Wheeler & Dittmar, first as an associate, then as a member.

Craig C. Thorburnhas served as Geacs Senior Vice President, Mergers &
Acquisitions, and Corporate Secretary since December 2001. Mr. Thorburn has
also been with the Toronto office of Blake, Cassels & Graydon LLP since 1985,
where he became a partner in 1993, and where he continues his practice
involving mergers and acquisitions, and business and regulatory law. Mr.
Thorburn is also a director of Vivendi Universal Exchangeco Inc.

James M. Travershas served as Geacs Senior Vice President, and President,
Geac Enterprise Solutions Americas since August 2002. Before joining Geac, Mr.
Travers served from December 2000 to April 2001 as Interim President and Chief
Executive Officer of Agillion, Inc., a provider of real-time customer
collaboration and content management solutions. From January 1995, until it
was acquired by Peregrine Systems in June 2000, Mr. Travers served in several
senior management positions, most recently as President and Chief Executive
Officer with Harbinger Corporation, a provider of e-commerce solutions.

Timothy J. Wrighthas served as Geacs Senior Vice President, Chief Technology
Officer and Chief Information Officer since January 2003. Prior to joining
Geac, Mr. Wright served for just over three years as Senior Vice President,
Chief Technology Officer and Chief Information Officer at Terra Lycos, a major
provider of Internet access and content to several million subscribers
world-wide. Prior to working at Terra Lycos, Mr. Wright spent seven years at
The Learning Company, a major provider of consumer and education software,
until it was acquired by Mattel in 1999.

As of August 29, 2003, the directors and executive officers of the
Corporation as a group beneficially own, directly or indirectly, or exercise
control or direction over approximately 1,954,993 common shares of the
Corporation representing approximately 2.3% of the Corporations outstanding
shares.

B. Compensation

The following table sets out information concerning the compensation
earned from Geac and any of Geacs subsidiaries for the fiscal years ended
April 30, 2003, 2002 and 2001 by Geacs
Chief Executive Officer as at April 30, 2003 and Geacs

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other four most highly compensated executive Officers in office on April 30,
2003 (collectively, the Named Executive Officers).
Information concerning the compensation of Mr. Charles S. Jones,
who became our President and Chief Executive Officer on
July 18, 2003, is set forth below under the headings
Compensation of Directors and Employment Agreements.

Excluded from reference are perquisites and other personal benefits which
do not exceed the lesser of $50,000 or 10% of the total of the annual salary
and bonus for any of the Named Executive Officers. All currency references in
this table are in Canadian dollars unless otherwise indicated. Where
compensation was paid other than in Canadian dollars during a fiscal year, the
amount has been converted to Canadian dollars at the average exchange rate
prevalent during that fiscal year.

|                             |  |        |      |        |  |                     |         |              |  |                 |           |              |  |              |        |                  |  |           |           |  |  |  |        |    
|---------------------------- |  | ------ | ---- | ------ |  | ------------------- | ------- | ------------ |  | --------------- | --------- | ------------ |  | ------------ | ------ | ---------------- |  | --------- | --------- |  |  |  | ------ | ---
|                             |  |        |      |        |  | Annual Compensation |         |              |  |                 |           |              |  |             
|                             |  |        |      |        |  |                     |         |              |  |                 |           |              |  |             
|                             |  |        |      |        |  |                     |         |              |  |                 |           |              |  | Other Annual |        | Securities Under |  | All Other
|                             |  | Fiscal |      | Salary |  | Bonus               |         | Compensation |  | Options Granted |           | Compensation
|Name and Principal Position  |  | Year   |      | ($)    |  | ($)                 |         | ($)          |  | (#)             |           | ($)         
|                             |  |        |      |        |  |                     |         |              |  |                 |           |             
|Paul D. Birch(1)             |  |        | 2003 |        |  |                     | 538,615 |              |  |                 | 384,725   |              |  |              | nil    |                  |  |           | nil       |  |  |  | nil    |    
|Former President and Chief   |  |        | 2002 |        |  |                     | 413,980 |              |  |                 | 320,031   |              |  |              | nil    |                  |  |           | 1,000,000 |  |  |  | nil    |    
|Executive Officer            |  |        | 2001 |        |  |                     | nil     |              |  |                 | nil       |              |  |              | nil    |                  |  |           | nil       |  |  |  | nil    |    
|Arthur Gitajn                |  |        | 2003 |        |  |                     | 301,755 |              |  |                 | 154,875   |              |  |              | 65,575 | (2)              |  |           | nil       |  |  |  | nil    |    
|Chief Financial Officer      |  |        | 2002 |        |  |                     | 262,226 |              |  |                 | 259,356   |              |  |              | nil    |                  |  |           | 100,000   |  |  |  | nil    |    
|                             |  |        | 2001 |        |  |                     | 196,482 |              |  |                 | nil       |              |  |              | nil    |                  |  |           | 35,000    |  |  |  | nil    |    
|Bertrand Sciard              |  |        | 2003 |        |  |                     | 433,843 |              |  |                 | 352,728   |              |  |              | 72,699 | (3)              |  |           | nil       |  |  |  | nil    |    
|Managing Director, Geac      |  |        | 2002 |        |  |                     | 397,145 |              |  |                 | 1,277,502 |              |  |              | nil    |                  |  |           | 125,000   |  |  |  | nil    |    
|Enterprise Solutions, Europe |  |        | 2001 |        |  |                     | 369,957 |              |  |                 | nil       |              |  |              | nil    |                  |  |           | 135,000   |  |  |  | 29,368 | (4)
|John L. Sherry, III          |  |        | 2003 |        |  |                     | 338,558 |              |  |                 | 157,353   |              |  |              | nil    |                  |  |           | nil       |  |  |  | nil    |    
|Senior Vice President,       |  |        | 2002 |        |  |                     | 64,107  |              |  |                 | 29,391    |              |  |              | nil    |                  |  |           | 150,000   |  |  |  | nil    |    
|Marketing & Strategic        |  |        | 2001 |        |  |                     | nil     |              |  |                 | nil       |              |  |              | nil    |                  |  |           | nil       |  |  |  | nil    |    
|Alliances                    |  |        |      |        |  |                     |         |              |  |                 |           |              |  |             
|James M. Travers             |  |        | 2003 |        |  |                     | 312,786 |              |  |                 | 515,530   |              |  |              | nil    |                  |  |           | 600,000   |  |  |  | nil    |    
|Senior Vice President;       |  |        | 2002 |        |  |                     | nil     |              |  |                 | nil       |              |  |              | nil    |                  |  |           | nil       |  |  |  | nil    |    
|President, Geac Americas     |  |        | 2001 |        |  |                     | nil     |              |  |                 | nil       |              |  |              | nil    |                  |  |           | nil       |  |  |  | nil    |    



---

|NOTES: |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|(1)    |  | Mr. Birch joined Geac on September 12, 2000 as a member of the Board of
Directors. On May 30, 2001, Mr. Birch was appointed Chief Operating
Officer and Chief Financial Officer. On December 5, 2001, Mr. Birch was
appointed President and Chief Executive Officer. The options set forth
above do not include 40,000 options granted to Mr. Birch on September 25,
2000, in connection with his appointment as a director of Geac and prior
to his appointment as an officer of Geac. On July 18, 2003, Mr. Birch
resigned as an officer and director of Geac and its subsidiaries.
|      
|(2)    |  | This amount represents gross-up payments to compensate for certain taxes
and payments for car allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      
|(3)    |  | This amount represents payments for car allowance and pension payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      
|(4)    |  | This amount represents payments for accrued vacation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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OPTIONS OF NAMED EXECUTIVE OFFICERS

OPTION GRANTS DURING THE FISCAL YEAR ENDED APRIL 30, 2003


The following table sets forth options to purchase or acquire common
shares granted during the fiscal year ended April 30, 2003 to each of the Named
Executive Officers.

|                    |  |                  |         |                      |  |              |      |                        |  |            |      |  |  |                 |      |  |  |               |  | 
|------------------- |  | ---------------- | ------- | -------------------- |  | ------------ | ---- | ---------------------- |  | ---------- | ---- |  |  | --------------- | ---- |  |  | ------------- |  | 
|                    |  |                  |         |                      |  |              |      |                        |  |            |      |  |  | Market Value of |      |  |  |              
|                    |  | Securities Under |         | % of Total Options   |  | Exercise or  |      | Securities underlying  |  |            |      | 
|                    |  | Options Granted  |         | Granted to Employees |  | Base Price   |      | Options on the Date of |  | Expiration
|Name                |  | (#)              |         | in Fiscal Year       |  | ($/Share)(1) |      | Grant ($/Share)        |  | Date      
|                    |  |                  |         |                      |  |              |      |                        |  |           
|Paul D. Birch       |  | nil              |         | nil                  |  |              | N/A  |                        |  |            | N/A  |  |  |                 | N/A  | 
|Arthur Gitajn       |  | nil              |         | nil                  |  |              | N/A  |                        |  |            | N/A  |  |  |                 | N/A  | 
|Bertrand Sciard     |  | nil              |         | nil                  |  |              | N/A  |                        |  |            | N/A  |  |  |                 | N/A  | 
|John L. Sherry, III |  | nil              |         | nil                  |  |              | N/A  |                        |  |            | N/A  |  |  |                 | N/A  | 
|James M. Travers    |  |                  | 600,000 |                      |  |              | 26.9 | %                      |  |            | 4.36 |  |  |                 | 4.03 |  |  | June 20, 2012



---

|NOTE: |  |                                                                                                                                                                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(1)   |  | In accordance with Geacs stock option plan, the exercise price is
calculated as not less than the arithmetic average of the high and low
board lot prices of the common shares on the Toronto Stock Exchange
(TSX) on the five trading days immediately preceding the date of grant.

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AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table sets out information concerning the exercise of
options by the Named Executive Officers during the year ended April 30, 2003
and the value of unexercised options held by the Named Executive Officers as at
April 30, 2003.

|                    |  |             |  |                |  |             |         |                      |  |                     |         |                         |     |     |         |  |         |                      |           |  |  |  |  | 
|------------------- |  | ----------- |  | -------------- |  | ----------- | ------- | -------------------- |  | ------------------- | ------- | ----------------------- | --- | --- | ------- |  | ------- | -------------------- | --------- |  |  |  |  | 
|                    |  |             |  |                |  |             |         |                      |  |                     |         |                         |     |     |         |  |         | Value of Unexercised
|                    |  |             |  |                |  |             |         |                      |  | Unexercised Options |         | in-the-Money Options at
|                    |  |             |  |                |  |             |         | at April
30, 2003(1) |  | April 30,
2003(2)  
|                    |  |             |  |                |  |             |         |                      |  |                    
|                    |  | Securities  |  |                |  |             |         |                      |  |                    
|                    |  | Acquired    |  | Aggregate      |  |             |         |                     
|                    |  | on Exercise |  | Value Realized |  | (#)         |         | (#)                  |  | ($)                 |         | ($)                    
|Name                |  | (#)         |  | ($)            |  | Exercisable |         | Unexercisable        |  | Exercisable         |         | Unexercisable          
|                    |  |             |  |                |  |             |         |                      |  |                     |         |                        
|Paul D. Birch       |  | nil         |  | nil            |  |             | 280,000 |                      |  |                     | 760,000 |                         |     |     | 662,500 |  |         |                      | 1,987,500 | 
|Arthur Gitajn       |  | nil         |  | nil            |  |             | 62,500  |                      |  |                     | 92,500  |                         |     |     | 38,500  |  |         |                      | 38,500    | 
|Bertrand Sciard     |  | nil         |  | nil            |  |             | 233,750 |                      |  |                     | 161,250 |                         |     | nil |         |  | nil     |                     
|John L. Sherry, III |  | nil         |  | nil            |  |             | 37,500  |                      |  |                     | 112,500 |                         |     |     | 26,250  |  |         |                      | 78,750    | 
|James M. Travers    |  | nil         |  | nil            |  | nil         |         |                      |  | 600,000             |         |                         | nil |     |         |  | 654,000 |                     

NOTES:



|(1) |  | The following table sets out the exercise price of the exercisable and
unexercisable options held by each of the Named Executive Officers as at
April 30, 2003:
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    |  |                        |         |                          |     |        |       |                |         |     |         |   |      |   |       | 
|------------------- |  | ---------------------- | ------- | ------------------------ | --- | ------ | ----- | -------------- | ------- | --- | ------- | - | ---- | - | ----- | 
|                    |  | Exercisable Options at |         | Unexercisable Options at
|                    |  | April 30, 2003         |         | April 30, 2003          
|                    |  |                        |         |                         
|Name                |  | Number                 |         | Exercise Price           |     | Number |       | Exercise Price
|                    |  |                        |         |                          |     |        |       |               
|Paul D. Birch       |  |                        | 30,000  |                          |     | $      | 9.32  |                |         |     | 10,000  |   |      | $ | 9.32  | 
|                    |  |                        | 250,000 |                          |     | $      | 2.80  |                |         |     | 750,000 |   |      | $ | 2.80  | 
|Arthur Gitajn       |  |                        | 17,500  |                          |     | $      | 3.25  |                |         |     | 17,500  |   |      | $ | 3.25  | 
|                    |  |                        | 20,000  |                          |     | $      | 40.00 |                |         | nil |         |   | nil  |  
|                    |  |                        | 25,000  |                          |     | $      | 7.50  |                |         |     | 75,000  |   |      | $ | 7.50  | 
|Bertrand Sciard     |  |                        | 90,000  |                          |     | $      | 32.92 |                |         |     | 30,000  |   |      | $ | 32.92 | 
|                    |  |                        | 101,250 |                          |     | $      | 8.61  |                |         |     | 33,750  |   |      | $ | 8.61  | 
|                    |  |                        | 11,250  |                          |     | $      | 28.58 |                |         |     | 3,750   |   |      | $ | 28.58 | 
|                    |  |                        | 31,250  |                          |     | $      | 7.50  |                |         |     | 93,750  |   |      | $ | 7.50  | 
|John L. Sherry, III |  |                        | 37,500  |                          |     | $      | 4.75  |                |         |     | 112,500 |   |      | $ | 4.75  | 
|James M. Travers    |  | nil                    |         |                          | nil |        |       |                | 600,000 |     |         | $ | 4.36 |  



---



|(2) |  | The value of the unexercised options is based on the difference between
the exercise price and the closing price of the common shares on the TSX
on April 30, 2003 of $5.45.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Compensation of Directors

Charles S. Jones became the President and Chief Executive Officer of Geac
in July 2003. From December 2001 through July 2003 he served as the Executive
Chairman of the Board. For the year ended April 30, 2002, he was paid a salary
and other compensation of $335,981, as well as a bonus of $577,088 that was
granted by the Board in January 2003. Mr. Jones was also in that fiscal year
granted options to acquire 600,000 common shares at an exercise price of $6.37
per share. These options vested on December 4, 2002 and expire on December 4,
2011. In FY 2003, Mr. Jones received a salary of $423,198 for his services as
Executive Chairman of the Board. On October 12, 2003,
Mr. Jones was granted a bonus for his services in that capacity
during FY 2003 in the amount of US$400,000. Mr. Jones was also
granted in October 2003 options to acquire 240,000 Geac
common shares at an exercise price of $6.72 per share.

During the fiscal year ended April 30, 2003, each director other than Mr.
Jones who is not a salaried employee of Geac or any of its subsidiaries (an
Outside Director) received an annual retainer of US$20,000 for his services
as a Director. The Chairmen of the Audit Committee, the Human Resources and
Compensation Committee and the Corporate Governance Committee each receive an
additional retainer of US$5,000 per annum. In addition to the annual retainer,
each Outside Director receives US$1,000 for each meeting attended in person and
an additional US$1,000 fee per trip if such meeting requires travel out of
town. Each Outside Director receives US$1,000 for each meeting in which he
participates via telephone of more than 15 minutes in duration and US$500 for
each telephone meeting of less than 15 minutes in duration. Geac reimburses the
out-of-pocket expenses incurred by each Director for every meeting attended.

If an Outside Director, at the request of management or of the Board,
attends a meeting (other than a Board meeting or a committee meeting) or
performs services related to directors responsibilities for the overall
stewardship of Geac, he will be compensated based on the same rates for
attending Board or committee meetings as set out above. If an Outside Director
is requested to perform other consulting and professional services, fees for
such services shall be paid at a rate mutually agreed to by the director and
the Chairman provided that such fees shall not exceed US$50,000 in any fiscal
year unless agreed to by the Board of Directors. Outside Directors are also
eligible to participate in Geacs stock option plan. No stock options were
granted to Outside Directors during the fiscal year ended April 30, 2003.

Directors who are also officers or employees of Geac were not paid any
amount in respect of their services as directors of Geac.



|C. |  | Board Practices
|-- |  | ---------------

The articles of Geac provide for a board of directors consisting of a
minimum of three (3) and a maximum of fifteen (15) directors. The term of
office for each director elected at an annual meeting of shareholders is until
the next annual meeting of shareholders of Geac or until the director resigns,
is removed, or his office is otherwise vacated in accordance with the Canada
Business Corporations Act.

For information regarding the period during which each director has served
on the board and the members of each committee of the board of directors, see
Item 6.A, Directors and Senior Management above.

Committees of the Board of Directors

The Board of Directors currently has three committees: Audit, Corporate
Governance, and Human Resources and Compensation. All of the members of these
Committees are Outside Directors. The responsibility for nominating candidates
for election as directors is within the mandate of the Corporate Governance
Committee. Geac has not established a separate Nominations Committee.

The Corporate Governance Committee of the Board of Directors ensures that
an effective and efficient approach to corporate governance of Geac is
developed and implemented. The Corporate Governance Committee assesses the
effectiveness of corporate governance and makes recommendations to the full
Board of Directors. The Corporate Governance Committees mandate includes:
reviewing, examining and reporting on corporate governance issues in accordance
with TSX requirements; identifying and proposing new nominees to the Board; and
ensuring that the Board has implemented an appropriate orientation program for
new recruits to the Board to familiarize them with Geac. The current members
of the Corporate Governance Committee are Thomas I.A. Allen,
Q.C., David Friend, William G. Nelson and Robert L. Sillcox, all of whom are Outside Directors. Mr. Charles
Jones, the Executive Chairman of

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Geac during fiscal 2003, was a member of the Committee in fiscal 2003. He
ceased to be a member of the Committee upon his appointment as President and
Chief Executive Officer of Geac in July 2003. During the period that Mr. Jones
was a member of the Corporate Governance Committee, he abstained from meetings
relating to prospective board nominees. The Corporate Governance Committee held
five meetings during the fiscal year ended April 30, 2003.

The Human Resources and Compensation Committee is composed of three
members, all of whom are Outside Directors. The Human Resources and
Compensation Committees mandate includes evaluating the performance of Geacs
executives and making recommendations for approval by the Board with respect to
the remuneration of the executive officers of Geac. The members of the Human
Resources and Compensation Committee are C. Kent Jespersen, Pierre MacDonald
and Michael D. Marvin. The Human Resources and Compensation Committee met a
total of five times during fiscal year 2003.

The Audit Committee of the Board of Directors is composed of five members,
all of whom are Outside Directors. The Audit Committee assists the Board of
Directors in fulfilling its responsibilities for Geacs accounting and
financial reporting practices by reviewing the quarterly and annual
consolidated financial statements, reviewing the adequacy of the system of
internal controls, reviewing any relevant accounting, financial and securities
regulatory matters, reviewing the management of corporate risks and
recommending the appointment of external auditors.

The Audit Committee also facilitates communication between the Board of
Directors and Geacs external auditors. The Audit Committee meets quarterly
with management and separately, with or without external auditors, as required.
The Audit Committee has direct communication with both internal and external
auditors. The members of the Audit Committee are Thomas I.A. Allen, Q.C., C.
Kent Jespersen, Pierre MacDonald, William G. Nelson and Robert L. Sillcox. The
Audit Committee held eight meetings in fiscal year 2003.

Employment Agreements

Charles S. Jones

Geac entered into an employment agreement with Charles S. Jones as
Chairman of the Board of Geac, dated December 4, 2001. Pursuant to the
agreement, Mr. Jones received a salary of US$250,000, subject to annual review,
plus a bonus determined at the discretion of Geacs board of directors based
upon Geacs financial performance. The agreement provides that if Geac
terminates his employment without cause, Mr. Jones is entitled to vesting of
unvested options and to severance payments. On September 9, 2003, the
Board of Geac passed a resolution to amend the agreement to provide
that, in the event of a change of
control, Mr. Jones may resign and is then entitled to
severance equal to three times his annual base salary and bonus.

Arthur Gitajn

Geac has entered into an employment agreement with Arthur Gitajn
confirming the terms of his employment as Chief Financial Officer of Geac and
setting forth his remuneration, including salary, annual performance bonus,
stock options, benefits, vacation entitlement and car allowance. The agreement
with Mr. Gitajn provides for an annual base salary of US$100,000 plus
C$150,000, subject to annual review, plus a performance-based bonus which
establishes a target base bonus of C$150,000 for each of fiscal year 2003 and
fiscal 2004. Mr. Gitajn is also entitled to receive certain payments as
compensation for additional taxes he is obliged to pay as a resident of the
Province of Ontario compared to the taxes that he would have paid as a resident
of the State of Maryland.

The current agreement with Mr. Gitajn will expire on April 30, 2004,
unless mutually extended by the parties. Expiration of the agreement is
considered termination for any reason other than cause. In the event that Mr.
Gitajns employment is terminated at any time for any reason other than cause,
he will be entitled to receive a lump sum cash payment (the Gitajn Termination
Payment) in the amount equal to 150% of the sum of: (a) at his option, (i) his
base salary received or receivable by him in respect of the immediately
preceding twelve months in the normal payroll cycle or (ii) his base salary for
the calendar month preceding the date of termination multiplied by 12; (b) his
annual car allowance; and (c) the annual bonus paid to him in fiscal year 2002.
Additionally, Mr. Gitajn will be entitled to payment for unused accrued
vacation and certain expenses for eighteen months

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together with US$75,000 for relocation expenses. In the event of a change
in control and a change affecting Mr. Gitajns employment within twelve months
of a change in control, Mr. Gitajn may elect to resign from Geac and will be
entitled to the Gitajn Termination Payment. In each such case, Mr. Gitajn will
also be entitled to benefit continuation for eighteen months.

On October 15, 2003, Geac issued a press release announcing that effective
November 4, 2003 Mr. Gitajn would no longer serve as its chief financial
officer. In order to ensure a smooth transition of his responsibilities to his
successor, Donna de Winter, Mr. Gitajn has agreed to remain
available in a consulting role for a period of up to six months.

Bertrand Sciard

Geac has entered into an employment agreement with Bertrand Sciard setting
forth his remuneration, including salary, annual performance bonus, stock
options, benefits, vacation entitlement and car allowance. The agreement with
Mr. Sciard provides for an annual salary of 1,520,000 French francs as well as
an annual performance-based bonus of 1,000,000 French francs, subject to annual
review.

If Mr. Sciards employment is terminated by Geac without cause, or in the
event of a change in control and a change affecting employment, Mr. Sciard is
entitled to a payment equal to eighteen months of his salary plus an amount
equivalent to the bonus received in the previous year.

John L. Sherry, III

Geac has entered into an employment agreement with John Sherry as Senior
Vice President, Marketing & Strategic Alliances setting forth his remuneration,
including salary, annual performance bonus, stock options, benefits and
vacation entitlement. The agreement with Mr. Sherry provides for an annual
salary of US$220,000, subject to annual review. Mr. Sherry is also eligible to
participate in Geacs bonus plan, with a bonus target amount of US$100,000 in
fiscal year 2003.

If Mr. Sherrys employment is terminated by Geac for any reason other than
cause, Mr. Sherry is entitled to receive severance in accordance with Geacs
then-current policy, subject to a minimum of six months salary and benefit
continuation. In the event of a change in control and a change affecting his
employment within twelve months of a change in control, Mr. Sherry may elect to
resign from Geac and will be entitled to payment of salary and benefits for a
period of twelve months.

James M. Travers

James Travers has entered into an agreement as President of Geac Americas,
Geac Enterprise Solutions, Inc., setting forth his remuneration, including
salary, annual performance bonus, stock options, vacation entitlement and car
allowance. The agreement with Mr. Travers provides for an annual base salary of
US$275,000, subject to annual review, together with an annual bonus of
US$250,000 commencing with the fiscal year ending April 30, 2003, subject to
achieving certain performance goals.

In the event that Mr. Travers employment is terminated at any time for
any reason other than cause, he will be entitled to receive a lump sum cash
payment (the Travers Termination Payment) in an amount equal to, at his
option, (i) his base salary received or receivable by him in respect of the
immediately preceding twelve months in the normal payroll cycle or (ii) his
base salary for the calendar month preceding the date of termination multiplied
by twelve. In the event of a change in control and a change affecting Mr.
Travers employment within twelve months of a change in control, Mr. Travers
may elect to resign from Geac and will be entitled to the Travers Termination
Payment. In each such case, Mr. Travers will also be entitled to benefit
continuation for twelve months.

Paul D. Birch

Geac entered into employment agreements with Paul Birch, former Chief
Executive Officer of Geac. An agreement between Mr. Birch and Geac, originally
in his capacity as chief operating officer of Geac, provided for a salary of
US$50,000 with a target bonus of US$25,000, subject to Geac achieving a
specified EBITDA threshold. A separate agreement with Mr. Birch as President of
Geac Enterprise Solutions, Inc. provided for a salary of US$300,000 and a
target bonus of up to US$225,000, subject to Geac achieving a specified EBITDA
threshold.

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Mr. Birch was also entitled to receive certain grossed-up payments to
compensate him in respect of certain taxes. These agreements were changed when
Mr. Birch was appointed President and Chief Executive Officer of Geac to
increase his aggregate salary from US$300,000 to US$350,000 per annum.

In the event that Mr. Birchs employment with Geac Enterprise Solutions,
Inc. or with Geac was terminated without cause, he was entitled to receive a
lump sum termination payment in an amount equal to his base salary received or
receivable in respect of the immediately preceding year, plus either the
average of the bonuses paid or payable to him with respect to each of the three
preceding years or, if he had been employed for fewer than three years, the
average of the bonuses paid during those years. In the event of a change in
control and a change affecting employment within twelve months of a change in
control, Mr. Birch was permitted to resign and was then entitled to severance
equal to the termination payment. In each such case, Mr. Birch was also
entitled to benefit continuation for twelve months. On August 6, 2002, Mr.
Birch ceased to be president of Geac Enterprise Solutions, Inc., when James M.
Travers was appointed to that position. This change in his responsibilities did
not result in the payment of any severance benefits under the foregoing
agreements.

On July 18, 2003, Mr. Birch resigned as an officer and director of Geac
and its subsidiaries. Geac and Mr. Birch entered into letter agreements dated
July 17, 2003 and September 24, 2003, pursuant to which Geac agreed that Mr.
Birch would be entitled to receive benefits substantially equivalent to those
he would have received had his employment been terminated without cause.



|D. |  | Employees
|-- |  | ---------

Information as to the number of persons employed by Geac at the end of
each of its three most recent fiscal years is as follows:

As of April 30, 2003, Geac employed 2,527 people worldwide, including
1,844 in the Enterprise Application Systems group and 683 in the Industry
Specific Applications group. Of these employees, 387 were in sales and
marketing, 655 were in customer support, 661 were in professional services, 452
were in research and development, 319 were in finance and administration and 53
others were in miscellaneous operations. Of these employees, 1,314 were
located outside of North America, primarily in Europe.

As of April 30, 2002, Geac employed 3,030 people worldwide, including
1,886 in the Enterprise Application Systems group and 1,144 in the Industry
Specific Applications group. Of these employees, 349 were in sales and
marketing, 835 were in customer support, 734 were in professional services, 525
were in research and development, 488 were in finance and administration and 99
others were in miscellaneous operations. Of these employees, 1,529 were
located outside of North America, primarily in Europe.

As of April 30, 2001, Geac employed 3,797 people worldwide, including
2,234 in the Enterprise Application Systems group and 1,563 in the Industry
Specific Applications group. Of these employees, 448 were in sales and
marketing, 1,018 were in customer support, 933 were in professional services,
656 were in research and development, 617 were in finance and administration
and 125 others were in miscellaneous operations. Of these employees, 1,958
were located outside of North America, primarily in Europe.

None of Geacs employees is represented by a labour union (other than by
statutory unions or workers committees required by law in some European
countries.) Geac has not experienced any work stoppages and considers its
relations with employees to be good. Geac operates in a rapidly evolving,
advanced information technology market in which highly skilled professionals
are a scarce resource. Attracting and retaining a highly skilled work force is
a continuing challenge for all high technology companies, including Geac.



|E. |  | Share ownership
|-- |  | ---------------

The following table provides information about the beneficial ownership of
Geacs common shares as of October 15, 2003 by each of Geacs directors and
named executive officers.

Beneficial ownership includes any shares for which a person has sole or
shared voting power or investment power and any shares of which the person has
the right to acquire beneficial ownership within 60 days after October 15, 2003
through the exercise of any option or otherwise. All shares included in the
Right to acquire column

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represent shares subject to outstanding stock options exercisable within
60 days after October 15, 2003. Except as noted below, Geac believes that the
persons named in the table have sole voting and investment power with respect
to the shares of common stock set forth opposite their names. The inclusion of
shares listed as beneficially owned does not constitute an admission of
beneficial ownership. Percentage of beneficial ownership is based on
84,777,930 common shares outstanding as of October 15, 2003. The information
as to each person has been furnished by such person.

|                        |  |                                     |           |          |  |        |         |              |  |  |           |  |  |  |     |  
|----------------------- |  | ----------------------------------- | --------- | -------- |  | ------ | ------- | ------------ |  |  | --------- |  |  |  | --- | -
|                        |  | Number of shares beneficially owned |           |          |  |       
|                        |  |                                     |           | Percent 
|                        |  | Outstanding                         |           | Right to |  | Total  |         | beneficially
|Name                    |  | shares                              |           | acquire  |  | number |         | owned       
|                        |  |                                     |           |          |  |        |         |             
|Charles S. Jones        |  |                                     | 47,240    |          |  |        | 646,000 |              |  |  | 693,240   |  |  |  | 0.8 | %
|Paul
D. Birch1          |  |                                     | 425,000   |          |  |        | 500,000 |              |  |  | 925,000   |  |  |  | 1.1 | %
|Arthur Gitajn           |  |                                     | 8,010     |          |  |        | 71,250  |              |  |  | 79,260    |  |  |  | 0.1 | %
|Bertrand Sciard         |  |                                     |          |          |  |        | 267,500 |              |  |  | 267,500   |  |  |  | 0.3 | %
|John L. Sherry, III     |  |                                     |          |          |  |        |        |              |  |  |          |  |  |  | *   |  
|James M. Travers        |  |                                     |          |          |  |        | 200,000 |              |  |  | 200,000   |  |  |  | 0.2 | %
|Thomas I.A. Allen, Q.C. |  |                                     | 2,000     |          |  |        | 100,000 |              |  |  | 102,000   |  |  |  | 0.1 | %
|David Friend            |  |                                     | 10,000    |          |  |        | 30,000  |              |  |  | 40,000    |  |  |  | *   |  
|C. Kent Jespersen       |  |                                     | 10,080    |          |  |        | 30,000  |              |  |  | 40,080    |  |  |  | *   |  
|Pierre MacDonald        |  |                                     | 1,950     |          |  |        | 100,000 |              |  |  | 101,950   |  |  |  | 0.1 | %
|Michael D. Marvin       |  |                                     | 65,000    |          |  |        | 30,000  |              |  |  | 95,000    |  |  |  | 0.1 | %
|William G. Nelson       |  |                                     | 1,800,000 |          |  |        | 484,000 |              |  |  | 2,284,000 |  |  |  | 2.7 | %
|Robert L. Sillcox       |  |                                     | 5,000     |          |  |        | 30,000  |              |  |  | 35,000    |  |  |  | *   |  

* Less than 0.1%.

1 The information for Mr. Birch is as of August 16, 2003. Mr. Birch resigned
as an officer and director of Geac and its subsidiaries on July 18, 2003, and
ceased to be an employee of Geac on August 15, 2003.

Geac 2003 Employee Stock Purchase Plan

Geacs employee stock purchase plan (the Old ESPP) became effective in
August 2001. Under the Old ESPP, membership was limited to employees resident
in Canada and after entering continuous full-time employment with Geac or a
subsidiary. The maximum number of common shares issuable under the Old ESPP was
600,000.

Geacs 2003 Employee Stock Purchase Plan (the New ESPP) was approved by
Geacs shareholders in September 2003. Under
the New ESPP, employees of Geac resident in Canada and the United States are
entitled to participate. The maximum number of common shares issuable under
the New ESPP is 2,000,000.

A summary of the key terms of the New ESPP is as follows:



| |  |  | once enrolled in the New ESPP, an employee can make
contributions through payroll deductions of an amount equal to a
percentage of his or her compensation determined at the commencement
of an offering period in increments of one (1%) per cent up to a
maximum of ten (10%) per cent;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the purchase price for common shares issued under the New
ESPP will be eighty-five (85%) per cent of the lesser of market
value of the common shares on the applicable offering commencement
date and the market value of the common shares on the offering
termination date;            
|
| |  |  | employees right to purchase shares under the New ESPP is
limited to a maximum of US$25,000 worth of common shares in any
calendar year;                                                                                                                                                 

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| |  |  | offering period commencement and termination dates are to be
selected by the committee administering the New ESPP in its
discretion, provided that an offering period can be no longer than
one year;                                                                                                                                                                                                                                                                                                                                                     
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Geac may, at its option, purchase shares in the open market
through an Administrative Agent for delivery under the New ESPP;                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | under the New ESPP, neither the payroll deductions nor any
rights to receive common shares may be assigned, transferred,
pledged or otherwise disposed of except by will or laws of descent
and distribution;                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | prior to an offering termination date, any participant in the
New ESPP can withdraw payroll deductions for such offering period
and a participants withdrawal will not affect his or her
eligibility for subsequent offerings (upon termination of a
participants employment for any reason other than death, payroll
deductions not applied to purchases of common shares will be
returned to the participant; on death, a participants beneficiary
will have 90 days to withdraw the deductions or exercise the option
to acquire common shares); and
|
| |  |  | the Board may at any time terminate or amend the New ESPP,
provided that, in certain circumstances, the prior consent of the
TSX and shareholders of Geac is obtained.                                                                                                                                                                                                                                                                                                                                                                                    

Geac Stock Option Plan V

Geacs Stock Option Plan V was adopted in September 1992 and amended in
July 1996, September 1996, October 1997, September 1997 (effective October
1997) and March 1998. The plan is a nonqualified stock option plan. It
authorizes the grant of non-statutory options. The securities issued upon
exercise of options under the plan are common shares of Geac.

The maximum number of common shares issuable under the plan is 8,245,300
(subject to adjustment for stock splits, stock dividends and other changes in
Geacs capitalization). All options are for the purchase from treasury of new
and previously unissued common shares.

The plan does not have a fixed duration. The board of directors has
determined that no future options to purchase Geac common shares will be
granted under the plan. The rights of existing option holders under the plan
will not be affected.

The plan permits the grant of options to Geacs employees and directors.
All employees and directors, except for employees or directors who beneficially
own more than 10% of Geacs voting shares issued and outstanding at such time,
are eligible to receive grants of options under the plan. The aggregate
number of common shares reserved for issuance to any one person shall not
exceed 5% of the outstanding issue (on a non-diluted basis). The number of
shares reserved for issuance pursuant to stock options granted to insiders
shall not exceed 10% of the outstanding issue. The issuance to insiders,
within a one-year period, of a number of shares shall not exceed 10% of the
outstanding issue. The issuance to any one insider and such insiders
associates, within a one-year period, of a number of shares shall not exceed 5%
of the outstanding issue.

The options may be exercised not earlier than the day on which the board
has determined that such options vest and not later than the day five years
thereafter, but in no circumstances later than ten years after the date of
grant.

Each option shall be exercisable at an option price equal to the closing
market price for the common shares on the Toronto Stock Exchange on the
business day on which such option is granted or, if no trade takes place on
that day, the average of the closing bid and ask prices on that day. To
exercise an option, the holder must deliver to us a written notice of exercise
accompanied by a cheque payable to Geac for the full amount of the option
price.

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Geac Stock Option Plan VI

Geacs Stock Option Plan VI was adopted in August 1999 and amended in
November 2001, December 2002, March 2003 and September 2003. The plan is a
nonqualified stock option plan. It authorizes the grant of non-statutory
options. The securities issued upon exercise of options under the plan are
common shares of Geac. The plan permits the grant of nonqualified options to
Geacs eligible employees as well as to our directors, officers, and eligible
consultants, regardless of whether they are our employees.

The maximum number of shares issuable under the plan is 9,200,000 common
shares (subject to adjustment for stock splits, stock dividends and other
changes in Geacs capitalization). If an unexercised option for such shares is
surrendered in accordance with the terms of the plan or expires or terminates
without being exercised in whole or in part, the plan provides that new options
may be granted covering the shares not purchased under such surrendered,
terminated or expired option.

In addition to the 9,200,000 common shares described above, up to an
additional 1,400,000 common shares were available to be issued in a one-time
grant to employees of Geacs subsidiary, Extensity, Inc. in connection with our
acquisition of that company, and up to an additional 1,680,000 common shares
were available to be issued in a one-time grant to employees of Geacs
subsidiary, Comshare, Incorporated in connection with our acquisition of that
company (such numbers of shares, in each case, to be subject to adjustment for
stock splits, stock dividends and other changes in Geacs capitalization).
These additional common shares are not counted for purposes of calculating the
9,200,000 common shares otherwise issuable under the plan. If an unexercised
option for these additional shares is surrendered in accordance with the terms
of the plan or expires or terminates without being exercised in whole or in
part, the plan provides that no new options may be granted covering the shares
not purchased under such surrendered, terminated or expired option.

The plan does not have a fixed duration. The plan administrator may
discontinue the plan at any time. Discontinuation of the plan will not affect
the rights of a holder of any stock option outstanding under the plan.

The aggregate number of shares reserved for issue to any one person on the
exercise of options shall not exceed 5% of the total number of common shares
then outstanding. In addition, the maximum aggregate number of shares reserved
for issue at any time upon the exercise of options granted to insiders shall
not exceed 10% of the total number of shares then outstanding and the maximum
number of shares issuable to insiders pursuant to the plan and any other share
compensation arrangement, within a one-year period, shall not exceed 10% of the
total number of shares then outstanding. The maximum aggregate number of
shares issuable to any one insider and the associates of such insider pursuant
to the plan and any other share compensation arrangement, within a one-year
period, shall not exceed 5% of the total number of shares outstanding.

The aggregate number of options which may be granted under the plan to
eligible directors who are not Geac employees or officers as a group shall not
exceed 360,000, provided that, subject to regulatory approval, such number may
be increased to a number equal to the product of 40,000 multiplied by the
number of eligible directors who are not Geac employees or officers.

Each option granted under the plan expires after a specified period of
time which cannot exceed 10 years and usually contains other provisions that
may terminate the option at an earlier time. In general, options may not be
exercised after they have expired or terminated. Moreover, the plan
administrator has the discretion to impose on any option a vesting schedule
that determines the number of shares for which the option may be exercised at a
particular time. The plan administrator also has the discretion to impose on
any option different or additional conditions that must be satisfied before the
option may be exercised. After all of the vesting provisions and other
conditions for the exercise of the option have been satisfied, the holder of
the option may exercise the option all at once or the holder may exercise a
portion of the option at different times, as long as the exercise occurs before
the expiration or termination of the option.

The exercise price of each option shall be determined by the plan
administrator at the time the option is granted, provided that such price shall
not be less than the average of the high and low board lot prices of the shares
of the Toronto Stock Exchange on the five trading days immediately preceding
the date of grant.

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Item 7. Major Shareholders and Related Party Transactions



|A. |  | Major Shareholders
|-- |  | ------------------

As of October 15, 2003, there were 84,777,930 common shares of Geac
outstanding. Based on the records of Geacs transfer agent, Computershare
Trust Company, N.A., as at such date there were 66 registered holders
of Geac common shares resident in the United States, holding an
aggregate of 8,874,327 common shares, or approximately 10.5% of the issued and
outstanding Geac common shares.

No person is known by Geac to own beneficially
5% or more of its outstanding common shares, except as follows: at
September 30, 2003, CDP Capital beneficially owned 7,106,317
common shares, representing approximately 8.4% of Geacs
issued and outstanding common shares.



|B. |  | Related party transactions
|-- |  | --------------------------

Mr. Craig C. Thorburn, Geacs Senior Vice President, Mergers &
Acquisitions, and Corporate Secretary, is a partner of Blake, Cassels & Graydon
LLP, a law firm which provides legal services to Geac at the firms customary
rates. Geac paid Blake, Cassels & Graydon LLP a total of $2,070,000 in fiscal
2003 for legal services.



|C. |  | Interests of experts and counsel
|-- |  | --------------------------------

Not applicable.

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Item 8. Financial Information



|A. |  | Consolidated Statements and Other Financial Information
|-- |  | -------------------------------------------------------

See Item 17 for a description of the audited consolidated financial
statements included in this Annual Report.

Legal Proceedings

Geac, in the normal course of business, is subject to legal proceedings
brought against it and its subsidiaries, including several that are not
described below. Such proceedings may be the result of disputes over, among
other things, contracts, alleged torts, real estate, insurance, employee
relations, or intellectual property.

In May 2001, Cels Enterprises, Inc. filed a complaint in the United States
District Court for the Central District of California against Geac Computer
Corporation Limited and its subsidiary Geac Enterprise Solutions, Inc. (GES).
GES is the successor to JBA Holdings plc, a company acquired by Geac in 1999
(JBA). The complaint alleged that JBA software supplied to Cels by Geac was
experimental and did not work. The software product in question, which was part
of JBAs product offering prior to the acquisition, is no longer sold by Geac.
Cels claimed damages of US$28.3 million. In August 2003, the jury returned a
verdict against GES awarding Cels US$1.8 million in compensatory damages and
US$2.3 million in punitive damages, and a judgment was entered.
Either party may appeal the judgment. At April 30, 2003, Geac had accrued US$2.0
million in respect of the Cels claim. Geac increased the amount of this
reserve to US$4.1 million at July 31, 2003.

As described in greater detail in the Risk Factors section, Extensity, a
subsidiary acquired by Geac in March 2003, is subject to a class action suit
which alleges that Extensity, certain of its officers and directors
(who are no longer employed by Geac), and the
underwriters of its initial public offering in January 2000 violated the
federal securities laws of the United States. The parties have submitted a
settlement proposal and are awaiting court approval of the proposal. Such
approval is expected in late 2003 to early 2004. If the proposed settlement is
not approved, in view of the fact that Extensity is a corporate
defendant, this action may divert the efforts and attention of Geacs
management and, if determined adversely, could have a material impact on Geacs
business, financial position, results of operations and cash flows.

On
March 21, 2002, Grace Consulting, Inc. (Grace), a provider of software
maintenance and consulting services, filed a lawsuit against GES and Geac
Computer Corporation Limited claiming antitrust violations and seeking
approximately US$75 million in damages. Grace alleged that Geac
was attempting to monopolize the market for maintenance services in
certain Geac products by filing a copyright infringement suit against
Grace and by taking other measures to prevent Grace from providing
software maintenance services through the infringement of Geacs
copyrights. Geac believes this lawsuit is based on
facts and circumstances substantially similar to Graces claims in an earlier
lawsuit. In 1995, before its acquisition by Geac, Dun & Bradstreet Software
Services, Inc. filed a complaint against Grace claiming copyright
infringement. Grace asserted counterclaims against Dun & Bradstreet
Software Services, Inc. for copyright misuse, tortious interference
with contract, and breach of contract. On September 24, 2002, the United States
Circuit Court of Appeals for the Third Circuit issued an opinion in
Geacs copyright infringement suit against Grace, finding that
Graces maintenance services infringed Geacs copyrights,
reinstating Geacs claims against Grace for misappropriation of
trade secrets, and affirming the dismissal of Graces
counterclaims for copyright misuse, tortious interference with contractual relations,
and breach of contract. Grace sought review by the United States
Supreme Court, but such review was denied. Grace has ceased doing
business. In light of the Third Circuits decision, Geac
believes that the claims raised in Graces March 2002 antitrust
action are without merit because the claims raised in that suit were
dependent upon Graces maintenance services not infringing
Geacs copyrights. However, there can be no
assurance that Geac will be successful in defending against these new claims.

The ultimate outcome of these, and other, matters cannot currently be
determined, nor, except as stated above, can the liability that could
potentially result from a negative outcome in each case currently be
reasonably estimated. In the event of a negative outcome, the
liability that Geac may ultimately incur with respect to any of these
matters may be in excess of amounts currently accrued with respect to
such matters and, as a result, these matters may be material.

Dividends

Geac intends to invest all available funds to finance the growth of its
business and therefore investors cannot expect to receive a dividend on Geacs
Shares in the foreseeable future.



|B. |  | Significant Changes
|-- |  | -------------------

On June 23, 2003, Geac announced that it had entered into a definitive
merger agreement to acquire Comshare, Incorporated (Comshare), a
Michigan-based leading provider of corporate performance management software,
as disclosed in the Corporations material change report dated as of June 23,
2003, which is incorporated herein by reference. The acquisition was
accomplished by a cash tender offer by Conductor Acquisition Corp.
(Conductor), a wholly-owned subsidiary of Geac, at US$4.60 per share for all
of Comshares outstanding common stock. The tender offer commenced on July 1,
2003 and was followed by a cash merger in which the

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remaining outstanding shares not tendered in the offer were acquired by
Conductor for US$4.60 per share. On August 15, 2003, Geac announced it had
completed its acquisition of Comshare for a purchase price, excluding
acquisition costs, of approximately US$53.7 million. As a result, Comshare is now an
indirect wholly owned subsidiary of Geac.




Item 9. The Offer and Listing



|A. |  | Offer and Listing Details
|-- |  | -------------------------

Set forth below are the high and low sale prices for Geac common shares on
TSX for each of the last six months, each of the last nine full fiscal quarters
and each of the last five full fiscal years:

|                                 |                                         |      |       |      |  |  |       |      | 
|-------------------------------- | --------------------------------------- | ---- | ----- | ---- |  |  | ----- | ---- | 
|Period                           |                                         | High |       | Low 
|                                 |                                         |      |       |     
|LAST SIX MONTHS                  |                                         |      |       |      |  |  |       |     
|                                 | October
2003 (through October 29, 2003) |      |       | 7.34 |  |  |       | 6.10 | 
|                                 | September 2003                          |      |       | 6.73 |  |  |       | 5.18 | 
|                                 | August 2003                             |      |       | 5.38 |  |  |       | 4.45 | 
|                                 | July 2003                               |      |       | 5.55 |  |  |       | 4.85 | 
|                                 | June 2003                               |      |       | 5.86 |  |  |       | 4.78 | 
|                                 | May 2003                                |      |       | 5.60 |  |  |       | 5.05 | 
|                                 | April 2003                              |      |       | 5.65 |  |  |       | 4.75 | 
|                                
|FISCAL YEAR ENDED APRIL 30, 2004 |                                         |      |       |      |  |  |       |     
|                                 | First Quarter                           |      |       | 5.86 |  |  |       | 4.78 | 
|                                 |                                         |      |       |      | 
|FISCAL YEAR ENDED APRIL 30, 2003 |                                         |      | 5.65  |      |  |  | 2.60  |     
|                                 | Fourth Quarter                          |      |       | 5.65 |  |  |       | 3.80 | 
|                                 | Third Quarter                           |      |       | 4.65 |  |  |       | 3.92 | 
|                                 | Second Quarter                          |      |       | 4.72 |  |  |       | 2.60 | 
|                                 | First Quarter                           |      |       | 4.80 |  |  |       | 3.55 | 
|                                 |                                         |      |       |      | 
|FISCAL YEAR ENDED APRIL 30, 2002 |                                         |      | 8.55  |      |  |  | 1.56  |     
|                                 | Fourth Quarter                          |      |       | 7.89 |  |  |       | 3.99 | 
|                                 | Third Quarter                           |      |       | 8.55 |  |  |       | 4.60 | 
|                                 | Second Quarter                          |      |       | 5.24 |  |  |       | 2.75 | 
|                                 | First Quarter                           |      |       | 2.95 |  |  |       | 1.56 | 
|                                 |                                         |      |       |      | 
|FISCAL YEAR ENDED APRIL 30, 2001 |                                         |      | 21.20 |      |  |  | 1.53  |     
|FISCAL YEAR ENDED APRIL 30, 2000 |                                         |      | 38.00 |      |  |  | 16.80 |     
|FISCAL YEAR ENDED APRIL 30, 1999 |                                         |      | 57.50 |      |  |  | 19.45 |     

The
closing price of the Companys Shares on The Toronto Stock
Exchange on October 29, 2003 was $7.17.



|B. |  | Plan of Distribution
|-- |  | --------------------

Not applicable.



|C. |  | Markets
|-- |  | -------

Geacs common shares are listed on The Toronto Stock Exchange under ticker
symbol GAC.



|D. |  | Selling Shareholders
|-- |  | --------------------

Not applicable.



|E. |  | Dilution
|-- |  | --------

Not applicable.

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|F. |  | Expenses of the Issue
|-- |  | ---------------------

Not applicable.

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Item 10. Additional Information



|A. |  | Share capital
|-- |  | -------------

Not applicable.



|B. |  | Memorandum and articles of association
|-- |  | --------------------------------------

Organization and Background

Geac is
a corporation continued under and governed by the Canada Business
Corporations Act (the CBCA).

Geac was incorporated under the laws of Canada by letters patent dated May
11, 1971. By certificate of continuance dated January 7, 1980, Geac was
continued under the Canada Business Corporations Act, after Geacs authorized
capital had been increased by supplementary letters patent issued November 20,
1975. Prior to May 1, 1988, Geacs articles were amended, among other things,
to subdivide the Geacs common shares, create a class of an unlimited number of
preference shares and vary the provisions of the preference shares. On May 1,
1992, the Corporation amalgamated with Geac European Holdings Corporation, its
wholly owned subsidiary. On May 1, 1988, Geac amalgamated with Geac Computers
International Inc., its wholly owned subsidiary. Effective October 31, 1997,
Geacs common shares were split 2 for 1.

Director Requirements, Qualifications, Vacancies and Removal

Under the CBCA, a corporation whose securities
are publicly traded must have at least three directors, including two who are
not officers or employees of the corporation or any of its affiliates, but the
actual number of directors is governed by a corporations charter. Geacs
charter provides that the number of directors will consist of a minimum of
three and a maximum of fifteen. Geacs bylaws provide that the actual number of
directors will be determined from time to time by resolution of the directors.
Currently, the number of directors on the Geac board is set at eight.

Under the CBCA generally, 25% of the directors
of the corporation and twenty-five percent of the directors present at a
meeting must be Canadian residents. If a corporation has less than four
directors, at least one must be a Canadian resident. Certain individuals are
disqualified by the CBCA from being directors, such
as bankrupts or persons under eighteen years of age or of unsound mind.

Under the CBCA, subject to the articles of the
corporation, a vacancy among the directors may be filled at a meeting of
shareholders or by a quorum of directors except when the vacancy results from
an increase in the number or minimum or maximum number of directors or from a
failure to elect the appropriate number of directors required by the articles.
Geacs bylaws provided that three directors shall constitute a quorum for the
transaction of business. Each director appointed holds office for the unexpired
term of his or her predecessor unless his or her office is vacated earlier.
Geacs articles provide that the board of directors may appoint one or more
directors for a term expiring not later than the close of the next annual
meeting of shareholders provided that the total number of directors so
appointed may not exceed one-third of the directors elected at the previous
annual meeting of shareholders. Geacs articles do not provide for a
classified or staggered Board of Directions.

Under the CBCA, provided that articles of the
corporation do not provide for cumulative voting, shareholders of a corporation
may, by ordinary resolution passed at a special meeting, remove any director or
directors from office. If holders of a class or series of shares have the
exclusive right to elect one or more directors, a director elected by them may
only he removed by an ordinary resolution at a meeting of the shareholders of
that class or series.

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Transactions with Interested Directors

The CBCA requires that a director or officer
of a corporation disclose to the corporation, in writing or by requesting to
have it entered in the minutes of meetings of directors or of meetings of
committees of directors, the nature and extent of any interests in a material
contract or material transaction, whether made or proposed, with the
corporation if the director or officer (i) is a party to the contract or
transaction; (ii) is a director or an officer, or an individual acting in a
similar capacity, of a party to the contract or transaction; or (iii) has a
material interest in a party to the contract or transaction.

An interested director is prohibited from voting on a resolution to
approve the contract or transaction except in certain circumstances, which
include the contract or transaction relating primarily to his or her
remuneration, a contract or transaction for indemnification or liability
insurance of the director, or a contract or transaction with an affiliate of
the corporation. If a director or officer has disclosed his or her interest in
accordance with the CBCA, the directors approve the
contract or transaction and the contract or transaction was reasonable and fair
to the corporation when it was approved, the director or officer is not
accountable to the corporation or its shareholders for any profit realized from
the contract or transaction and the contract or transaction is not invalid.
Even if the foregoing conditions are not met, the CBCA provides that a director or officer, acting honestly and in good faith, is
not accountable to the corporation or to its shareholders for any profit
realized from a contract or transaction for which disclosure is required under
the CBCA and the contract or transaction is not
invalid by reason only of the interest of the director or officer in the
contract or transaction, if:



| |  |  | the contract or transaction is approved or confirmed by a
special resolution at a meeting of shareholders;                                                             
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | disclosure of the interest was made to the shareholders in a
manner sufficient to indicate its nature before the contract or
transaction was approved or confirmed; and
|
| |  |  | the contract or transaction as reasonable and fair to the
corporation when it was approved or confirmed.                                                               

Power to Determine Compensation

Under the CBCA the directors of Geac
may fix the remuneration to be paid to the directors, officers and employees of
the Corporation.

Borrowing Powers

Geacs by-laws provide that the directors may:



| | (a) |  | borrow money upon the credit of the Corporation;                                                                                                                                                           
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | issue, reissue, sell or pledge debt obligations of the
Corporation;                                                                                                                                        
|
| | (c) |  | to the extent permitted by the CBCA, give, directly or
indirectly, financial assistance to any person by means of a loan, a
guarantee to secure the performance of an obligation or otherwise;             
|
| | (d) |  | mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or
subsequently acquired, to secure any obligation of the Corporation;
and          
|
| | (e) |  | delegate to one or more directors or officers all or any of
the powers conferred by the foregoing provisions to such extent and
in such manner as the board shall determine at the time of such
delegation.

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Variation of Borrowing Powers

Under the CBCA, the directors may, by resolution, amend or repeal any
by-laws that regulate the business or affairs of Geac. The CBCA requires the
directors to submit any such amendment or repeal to Geacs shareholders at the
next meeting of shareholders, and the shareholders may, by ordinary resolution,
confirm, reject or amend the amendment or repeal.

Director Qualification and Age or Retirement Limits

The by-laws of Geac provide that at least the number of directors required
by the CBCA shall be resident Canadian and at least the number of directors
required by the CBCA shall not be officers or employees of the Corporation or
its affiliates. The CBCA provides that every director shall be an individual
18 or more years of age, and that no one is of unsound mind and has been so
found by a court in Canada or elsewhere or who has the status of a bankrupt
shall be a director. There is no provision of the Articles of Incorporation or
by-laws of Geac imposing a requirement for retirement or non-retirement of
directors under an age limit requirement. The CBCA requires that at least
twenty-five per cent (25%) of the directors of Geac be resident Canadians.

Director Share Ownership Requirements

The CBCA provides that unless the articles of a corporation otherwise
provide, a director of a corporation is not required to hold shares issued by
the corporation. There is no provision in the Articles of Incorporation of
Geac imposing a requirement that a director hold any shares issued by Geac.

Description of Geac Share Capital

Geacs authorized capital consists of an unlimited number of common shares
without nominal or par value and an unlimited number of preference shares
without nominal or par value, issuable in series, of which 84,136,490 common
shares and no preference shares are outstanding as of April 30, 2003.

Geacs common shares entitle their holders to receive notice of and attend
all meetings of shareholders, and to vote thereat, except meetings at which
only holders of a specified class of shares (other than the common shares) or a
specified series of shares are entitled to vote. The holders of common shares
are entitled to dividends, if, as, and when declared by the board of directors
of Geac. The common shares are entitled upon liquidation, dissolution or
winding-up of Geac to receive the remaining assets of the corporation, subject
to the rights, privileges, restrictions and conditions attaching to any other
class of shares of Geac.

The preference shares may from time to time be issued in one or more
series and subject to the sending of articles of amendment in prescribed form
and the issuance of a certificate of amendment in respect thereof, the
directors may fix from time to time before such issue the number of shares
which is to comprise each series and the designation, rights, privileges,
restrictions and conditions attaching to each series of preference shares. The
preference 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 assets of Geac
among its shareholders for the purpose of winding up its affairs, rank on a
parity with the preference shares of every other series and be entitled to
preference over the common shares and over any other shares of Geac ranking
junior to the preference shares of any series.

Preemptive Rights

Under
the CBCA, if provided in the articles of
a corporation, no shares of a class will be issued unless the shares have first
been offered to stockholders holding shares of that class, and those
stockholders have preemptive rights to acquire the offered shares in proportion
to their holdings of the shares of that class, at the price and on the terms
that those shares are to be offered to others. Geacs charter does not provide
for preemptive rights.

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Amendment to Governing Documents

Under
the CBCA, an amendment to a
corporations articles generally requires shareholder approval by special
resolution. A special resolution is a resolution passed by at least
two-thirds of the votes cast by shareholders who are entitled to vote on the
resolution. In addition, if an amendment to the articles of incorporation
adversely affects the rights of a particular class or series of shares, that
class or series is entitled to vote separately as a class, whether or not that
class or series otherwise carries a right to vote.

Under the CBCA, unless the articles or bylaws
otherwise provide, the directors may, by resolution, make, amend, or repeal any
bylaw that regulates the business or affairs of a corporation. Where the
directors make, amend or repeal a bylaw, they are required to submit the bylaw,
amendment or repeal to the shareholders at the next shareholders meeting, and
the shareholders may, by an ordinary resolution confirm, reject or amend the
bylaw, amendment or repeal. An ordinary resolution is a resolution passed by
a majority of the votes cast by shareholders who voted on the resolution. If
the directors of a corporation do not submit a bylaw, an amendment or a repeal
to the shareholders at the next meeting of shareholders, the bylaw, amendment
or repeal will cease to be effective, and no subsequent resolution of the
directors to adopt, amend or repeal a bylaw having substantially the same
purpose and effect is effective until it is confirmed or confirmed as amended
by the shareholders.

Quorum of Stockholders

Under the CBCA, the holders of a majority of
the shares entitled to vote at a meeting, present in person or represented by
proxy, constitute a quorum for the transaction of business, irrespective of the
number of persons present at the meeting, unless the bylaws provide otherwise.
Geacs bylaws provide that a quorum at any shareholder meeting will be the
holders present in person or present by proxy of at least 20% of the
outstanding shares entitled to be voted at the meeting.

Annual Meeting of Stockholders

Under the CBCA, the directors of a corporation
must call an annual meeting not later than 18 months after the corporation
comes in to existence and thereafter, not later than 15 months after holding
the last preceding annual meeting and no later than six months after the end of
the corporations preceding financial year. Geacs bylaws provide that the
meeting shall be held at such place within Canada as the board may determine.

Call of Special Stockholder Meeting

The CBCA provides that shareholder meetings
may be called by the board of directors, and must be called by the board of
directors when so requisitioned by holders of not less than 5% of the issued
shares of the corporation that carry the right to vote at the meeting sought. A
court may also order, in its discretion and in certain circumstances, the
calling of a meeting upon the application of a director or shareholder entitled
to vote at the meeting. Under Geacs bylaws, the board of directors has the
power to call a special meeting at any time.

Stockholder Consent Instead of a Meeting

Under the CBCA, shareholder action may be
taken without a meeting only by a written resolution signed by all shareholders
who would be entitled to vote on that action at a meeting.

Requirements for Extraordinary Corporate Transactions

Under the CBCA, extraordinary corporate
actions, such as certain amalgamations, continuances, sales, leases or
exchanges of all or substantially all of the property of a corporation other
than in the ordinary course of business, and other extraordinary actions such
as liquidations or dissolutions are required to be approved by special
resolution. For such approvals, each share of the corporation carries the right
to vote, whether or not the shares are designated as voting shares in the
corporations articles. In some cases the special

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resolution to approve an extraordinary corporate action must also be
approved separately by the holders of a class or series of shares, including a
class or series that does not otherwise have the right to vote.

A corporation may also apply to a court for an order approving an
arrangement which includes an amalgamation, a transfer of all or substantially
all the property of a corporation to another corporation in exchange for
property, money or securities of the corporation, or liquidation and
dissolution where it is not insolvent and where it is not practicable for the
corporation to make such fundamental change under other provisions of the
Canada Business Corporations Act. The court may make any interim or final order
it thinks fit with respect to the proposed arrangement.

Shareholder approval is not required for an amalgamation between a parent
corporation and one or more of its wholly owned subsidiaries or between two or
more wholly owned subsidiaries.

Amended and Restated Shareholder Protection Rights Plan

Geac and a predecessor to Computershare Trust Company of Canada, as rights
agent, entered into an agreement dated March 15, 2000 to implement a
shareholder protection rights plan (the Original Plan). Geacs Board of
Directors adopted, and Geacs shareholders on September 10, 2003 approved, the
Amended and Restated Shareholder Protection Rights Plan (the Amended Plan)
thereby reconfirming and amending the Original Plan. The Amended Plan is
identical to the Original Plan in all material respects.

One right (a Right) was issued on March 15, 2000, the date of
implementation of the Original Plan, for each common share that was outstanding
on that date or issued subsequently. Under the Amended Plan, the Rights are
reconfirmed and Geac reconfirms its authorization to continue the issuance of
one new Right for each common share issued. Generally, each Right, except for
Rights owned by an acquiring person (as defined in the Amended Plan) will, if
certain events occur, constitute the right to purchase from Geac, on payment of
the exercise price, that number of common shares of Geac having an aggregate
market price equal to twice the exercise price, subject to adjustment in
certain circumstances. Prior to the separation time (as defined in the Amended
Plan), the exercise price for a Right is equal to three times the market price
from time to time. After the separation time, the exercise price is three
times the market price at the separation time. The Rights become exercisable
after the separation time, which generally occurs ten days after a person
acquires beneficial ownership of or announces an intention to acquire 20% or
more of the voting securities of Geac unless the board of directors determines
that it should be a later date. Until the separation time, the Rights trade
together with the existing common shares.



|C. |  | Material contracts
|-- |  | ------------------

Set forth below is a summary of each material contract, other than
contracts entered into in the ordinary course of business, to which Geac and
its subsidiaries became a party since May 1, 2001:

Credit Facility

On September 9, 2003, Geac and certain of its subsidiaries entered into a
Loan, Guaranty and Security Agreement (the Loan Agreement) with Wells Fargo
Foothill, Inc., pursuant to which Geac and certain of its subsidiaries obtained
a three-year revolving credit facility (the Facility) which provided for a
US$50,000,000 revolving line of credit and a US$5,000,000 letter of credit
sub-facility. The interest rate payable on advances under the Facility is, at
Geacs option, the prime rate plus 0.50% or LIBOR plus 3.00%. The Facility is
secured by substantially all of the assets of Geac and certain of its United
States and Canadian subsidiaries and guaranteed by certain of its United
States, Canadian, United Kingdom and Hungarian subsidiaries. The Facility is
available for the working capital needs and other general corporate purposes of
Geac and its subsidiaries that are parties to the Loan Agreement.

Extensity Merger Agreement

Geac entered into an Agreement and Plan of Merger with Geac Computers,
Inc., Cage Acquisition Inc. (Merger Sub) and Extensity, Inc. (Extensity)
dated August 26, 2002, amended and restated as of December 20, 2002, and again
amended and restated as of February 4, 2003 (the Extensity Merger Agreement).
Pursuant to the Extensity Merger Agreement, Merger Sub was merged with and
into Extensity. Extensity stockholders were given

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the option to elect to receive US$1.75 or 0.627 common share of Geac
in exchange for each share of Extensity common stock. Geac paid in the
aggregate approximately US$74 million, consisting of US$63.9 million of cash
and the issuance of 932,736 common shares of Geac. Effective as of March 6,
2003, Extensity is an indirect, wholly-owned subsidiary of Geac.

Comshare Merger Agreement

Geac entered into an Agreement and Plan of Merger with Conductor
Acquisition Corp. (Merger Sub) and Comshare, Incorporated (Comshare) dated
June 22, 2003, as amended on August 13, 2003 (the Comshare Merger Agreement).
Pursuant to the terms of the Comshare Merger Agreement, Geac conducted a cash
tender offer for all of the outstanding shares of Comshare at a price of
US$4.60 per share, followed by a merger of Merger Sub with and into Comshare,
effective as of August 14, 2003. Geac paid an aggregate of approximately
US$53.7 million for all of the outstanding shares of Comshare. Comshare is an
indirect, wholly-owned subsidiary of Geac.

Emeryville Lease

On
January 12, 1998, Extensity, Inc. entered into a lease with
Spieker Properties, L.P. as Landlord for office space at 2200 Powell
Street, Emeryville, California 94608 (the "Lease"). The term of the
Lease, as later amended, extends through August 31, 2006.
Currently, pursuant to the terms of the Lease, Extensity is leasing
approximately 61,000 square feet of office space. The current total
lease payments are approximately $201,000 per month plus operating
expenses, subject to annual increases as set forth in the Lease. On
August 14, 2003, Geac acquired Extensity and assumed the Lease.

Employment Agreements

Geac has entered into employment agreements with various of its key
personnel. For a description of the terms of the employment agreements with
directors and the Named Executive Officers, see Item 6C. Board
PracticesEmployment Agreements, above.



|D. |  | Exchange Controls and Other Limitations Affecting Security Holders
|-- |  | ------------------------------------------------------------------

There are no laws or government decrees or regulations in Canada that
restrict the export or import of capital, or affects the remittance of
dividends, interest or other payment to a non-resident holder of Common Shares,
other than with respect to potential income tax issues arising in connection
with such investment. See Taxation below.

There is no limitation imposed by Canadian law or by our Articles of
Incorporation on the right of a non-resident to hold or vote Common Shares,
other than as provided by the Investment Canada Act (Canada) (the Investment
Act), as amended by an Act to implement the Agreement establishing the World
Trade Organization (Canada) (the WTO Implementation Act). The following
summarizes the principal features of the Investment Act for non-residents who
propose to acquire Common Shares.

Investment Canada Act

Under the Investment Act, an investment by an individual, a government or
an agency thereof or an entity that is not a Canadian (as defined in the
Investment Act) (a non-Canadian) may be subject to certain notification
requirements or review by the Minister responsible for the administration of
the Investment Act (the Minister). Except as set forth below, an investment
in our Common Shares by a non-Canadian would be reviewable under the Investment
Act if such investment constitutes a direct acquisition of control of the
Company where the value of the assets of the Company, as at the end of the
Companys last completed fiscal year, is at least five million dollars. All
direct acquisitions subject to review require that the acquiror file an
application in accordance with the Investment Act. Before the acquisition of
control may be completed, the Minister must be satisfied that the investment is
likely to be of net benefit to Canada.

Under the WTO Implementation Act, an investment made by a WTO Investor (as
defined in the Investment Act) (a WTO Investor) in our Common Shares would be
reviewable under the Investment Act if such investment constitutes an
acquisition of direct control of the Company and the value of the assets of the
Company, as at the end of our fiscal year preceding the date of the acquisition
of control, is at least $223 million (which threshold increases each year by
the rate of inflation for consumer prices in Canada).

The Investment Act states that a non-Canadian will acquire direct control
or will be deemed to acquire direct control if it acquires a majority of our
outstanding Common Shares. An acquisition of less than a majority but more
than one-third of the Common Shares will be presumed to be a direct acquisition
of control unless it can be

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established that, upon the acquisition, we are not in fact controlled by
the acquiror through the ownership of Common Shares.

In certain limited circumstances transactions are exempt from the
requirements of the Investment Act, including the acquisition of Common Shares
by a person in the ordinary course of that persons business as a trader or
dealer in securities.



|E. |  | Taxation
|-- |  | --------

THIS DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IT IS NOT INTENDED TO
BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY HOLDER OR
PROSPECTIVE HOLDER OF COMMON SHARES OF GEAC. HOLDERS OR PROSPECTIVE HOLDERS OF
COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE
CONSEQUENCES, IN THEIR PARTICULAR CIRCUMSTANCES, UNDER THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND THE LAWS OF
ANY OTHER TAXING JURISDICTION, OF THEIR OWNERSHIP AND DISPOSITION OF COMMON
SHARES.

Principal Canadian Federal Income Tax Considerations

The discussion under this heading is a summary of the principal Canadian
federal income tax considerations generally applicable to a holder of common
shares of Geac (a Non-Resident Holder) who, at all relevant times, for
purposes of the Income Tax Act(Canada) (the Tax Act) holds the common shares
as capital property, deals at arms length and is not affiliated with Geac, is
not (and has not been at any time when the holder held common shares of Geac) a
resident or deemed to be a resident of Canada, does not use or hold common
shares of Geac in carrying on business in Canada and is not a foreign affiliate
of any person resident in Canada. Special rules which are not discussed below,
may apply to a holder who is a non-resident insurer which carries on business
in Canada and elsewhere.

Generally speaking, a common share will be considered to be capital
property to a Non-Resident Holder provided that the Non-Resident Holder does
not hold the common share of Geac in the course of carrying on a business and
has not acquired the share as an adventure in the nature of trade. Common
shares of Geac held by certain financial institutions as defined in section
142.2 of the Tax Act will generally not be capital property to such holders and
will be subject to special rules contained in the Tax Act. This summary does not
take into account these special rules and Non-Resident Holders to whom these
rules may be relevant should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act and the
regulations thereunder (the Regulations), the current provisions of the
Canada-United States Income Tax Convention (the Convention) and on an
understanding of the administrative positions and assessing practices of the
Canada Customs and Revenue Agency (the CCRA) publicly available prior to the
date of this Annual Report on Form 20-F. This summary takes into account all
specific proposals to amend the Tax Act and the Regulations (the Tax
Proposals) publicly announced by or on behalf of the Minister of Finance
(Canada) prior to the date of this Annual Report on Form 20-F. There is no
assurance that the Tax Proposals will be enacted in their current form or at
all. This summary does not otherwise take into account or anticipate any
changes in law or the administrative positions or assessing practices of the
CCRA, whether by judicial, governmental or legislative decision or action, nor
does it take into account tax legislation or considerations of any province,
territory or foreign jurisdiction.

Each Non-Resident Holder is urged to consult such Non-Resident Holders
own tax advisor with respect to the Canadian federal income tax consequences
applicable to the Non-Resident Holders particular circumstances and any other
federal, provincial, state, local or foreign tax consequences to it of holding
or disposing of common shares of Geac.

Taxation of Dividends

Under the Tax Act, dividends on common shares of Geac paid or credited, or
deemed to have been paid or credited, to a Non-Resident Holder will be subject
to Canadian withholding tax at the rate of 25% of the gross amount of the
dividends. This withholding tax rate may be reduced pursuant to the provisions
of an applicable tax treaty between Canada and the country of residence of the
Non-Resident Holder. Pursuant to the Convention, the rate of withholding tax
in respect of dividends paid to a resident of the United States for purposes of
the Convention who is the beneficial owner of the common shares of Geac will
generally be reduced to 15% of the gross dividend and will be reduced to 5% of
the gross dividend if the beneficial owner of the common shares of Geac is a
company which owns at least 10% of the voting stock of Geac. Moreover, under
the Convention dividends paid to certain religious, scientific, literary,
educational or charitable organizations and certain pension organizations that
are resident in, and generally exempt from tax, in the United States, are
exempt from Canadian non-resident withholding

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tax. Provided that certain administrative procedures are observed by such
an organization, Geac would not be required to withhold tax from dividends paid
or credited to such an organization.

Disposition of Common Shares of Geac

On a disposition of common shares of Geac (generally other than to Geac),
a Non-Resident Holder will generally not be subject to tax under the Tax Act in
respect of any capital gain realized by such Non-Resident Holder, unless the
common shares of Geac constitute taxable Canadian property of the
Non-Resident Holder for purposes of the Tax Act and the Non-Resident Holder is
not entitled to relief under the terms of an applicable tax treaty or
convention between Canada and the country of residence of the Non-Resident
Holder. As long as the common shares of Geac are listed on a prescribed stock
exchange (which currently includes the Toronto Stock Exchange), a common share
of Geac will not constitute taxable Canadian property of a Non-Resident Holder
unless at any time during the 60 month period immediately preceding the
disposition of the common shares, the Non-Resident Holder, persons with whom
the Non-Resident Holder does not deal at arms length for purposes of the Tax
Act or the Non-Resident Holder together with such persons, owns or is
considered to own not less than 25% of the issued shares of any class or series
of shares of the capital stock of Geac. Non-Resident Holders should consult
their own tax advisors as to the effect of the ownership of options to acquire
shares of Geac on the determination of percentage ownership for such purpose.

Material United States Federal Income Tax Considerations

The following is a summary of the material United States federal income
tax considerations relating to the ownership and disposition of common shares
of Geac to persons who are United States Holders (as defined below). The
summary does not contain a complete analysis of all the potential tax
considerations relating thereto. This summary is limited to holders who hold
the common shares as capital assets (in general, assets held for investment)
and does not deal with special situations. For example, this summary does not
address any of the following:



| |  |  | tax consequences to holders who may be subject to special tax
treatment, such as tax-exempt entities, dealers in securities or
currencies, banks, other financial institutions, insurance companies,
regulated investment companies, or traders in securities that elect to
use a mark-to-market method of accounting for their securities
holdings;                                                   
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | tax consequences to persons holding shares as part of a hedging,
integrated, constructive sale or conversion transaction or a straddle
or other risk reduction transaction;                                                                                                                                                                                                                            
|
| |  |  | tax consequences to holders whose functional currency is not
the US dollar;                                                                                                                                                                                                                                                                                                                          
|
| |  |  | tax consequences to partnerships or similar pass-through entities
(if a partnership (including any entity treated as a partnership for
United States federal income tax purposes) is a beneficial owner of
the common shares, the United States federal income tax treatment of a
partner in the partnership will generally depend on the status of the
partner and the activities of the partnership);
|
| |  |  | tax consequences to holders who have ceased to be United States
citizens or to be taxed as resident aliens;                                                                                                                                                                                                                                                                                            
|
| |  |  | tax consequences to holders who acquired their common shares
through the exercise of employee stock options or otherwise as
compensation for services;                                                                                                                                                                                                                                                 
|
| |  |  | US federal gift tax, estate tax or alternative minimum tax consequences, if any; or                                                                                                                                                                                                                                                                                                                    
|
| |  |  | any state, local or non-United States tax consequences.                                                                                                                                                                                                                                                                                                                                                

The discussion below is based upon the provisions of the Internal Revenue
Code of 1986, as amended (the Code), existing and proposed Treasury
regulations promulgated thereunder, and rulings, judicial decisions and

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administrative interpretations thereunder, as of the date hereof. Those
authorities may be changed, perhaps retroactively, so as to result in US
federal income tax consequences different from those discussed below.

YOU ARE A UNITED STATES HOLDER IF
YOU ARE A BENEFICIAL OWNER OF COMMON SHARES AND YOU ARE



| |  |  | a citizen of the United States;                                                                                                                                                                          
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a resident of the United States for US federal income tax purposes;                                                                                                                                      
|
| |  |  | a corporation or other entity (other than a partnership, estate
or trust) created or organized in or under the laws of the United
States or any political subdivision of the United States;              
|
| |  |  | an estate the income of which is subject to US federal income
taxation regardless of its source; or                                                                                                      
|
| |  |  | a trust if a court within the Unites States is able to exercise
primary jurisdiction over its administration and one or more US
persons have authority to control all substantial decisions of the
trust.

Dividend Distributions on Common Shares of the Company

To the extent that the Company has current or accumulated earnings and
profits the amount of any gross distribution made to a U.S. Holder in respect
of common shares of the Company will be treated as a dividend includible in
gross income in an amount equal to the U.S. dollar value of such dividend on
the date of receipt (based on the exchange rate on such date) without reduction
for any Canadian income tax withheld from such distributions. Distributions in
excess of our current and accumulated earnings and profits will reduce a U.S.
Holders basis for the common stock until the basis is zero; any additional
distributions in excess of our current and accumulated earnings and profits
will be short-term or long-term capital gain, depending upon whether the U.S.
Holders holding period for the common stock exceeds one year. Because the
Company is not a United States corporation, dividends paid on the common shares
of the Company will generally not be eligible for the dividends received
deduction provided to corporations.

Canadian tax withheld from any distribution may be credited, subject to
certain limitations, against the U.S. Holders federal income tax liability or,
alternatively, may be deducted in computing the U.S. Holders federal taxable
income by those who itemize deductions. (See more detailed discussion at
Foreign Tax Credit below).

If we pay a dividend in Canadian currency that is not converted by the
recipient into U.S. dollars on the date of receipt, the recipient U.S. Holder
will have a tax basis in the foreign currency equal to its U.S. dollar value on
the date of receipt. Generally any gain or loss recognized upon a subsequent
sale or other disposition of the foreign currency, including the exchange for
U.S. dollars, will be ordinary income or loss. However, an individual whose
realized gain does not exceed $200 will not recognize that gain, to the extent
that there are no expenses associated with the transaction that meet the
requirement for deductibility as a trade or business expense or as an expense
for the production of income.

Under current temporary Treasury Regulations, dividends paid, and the
proceeds of a sale of Companys common shares, in the U.S. through a U.S. or
U.S. related paying agent (including a broker) will be subject to U.S.
information reporting requirements and may also be subject to a 28-percent U.S.
backup withholding tax, unless the paying agent is furnished with a duly completed and
signed IRS Form W-9. Any amounts withheld under the U.S. backup withholding
tax rules will be allowed as a refund or a credit against the U.S. Holders
U.S. federal income tax liability, provided the required information is
furnished to the IRS.

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Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian
income tax with respect to the ownership of common shares of the Company may be
entitled, at the option of the U.S. Holder, to either receive a deduction or a
tax credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayers income subject to tax. This election is made on a year-by year
basis and applies to all foreign taxes paid by (or withheld from) the U.S.
Holder during that year. Significant and complex limitations apply to the
availability of the foreign tax credit. Accordingly, U.S. Holders of common
shares of the Company should consult their own tax advisors regarding their
individual circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares
of the Company equal to the difference, if any, between (i) the amount of cash
plus the fair market value of any property received, and (ii) the shareholders
tax basis in the common shares of the Company. Preferential tax rates apply to
long-term capital gains and loss if the common shares are a capital asset in
the hands of a U.S. Holder who is an individual. The long-term capital holding
period is in excess of one year. U.S. Holders who are individuals may carry
over net capital loss to be deducted in later tax years until such net capital
loss is thereby exhausted. For U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years and carried forward five years from the loss
year to be offset against capital gains until such net capital loss is thereby
exhausted.

Eligibility of U.S. Holders Who Are Individuals for the Reduced Federal
15-Percent Rate on Dividends

As a result of the Jobs and Growth Tax Relief Reconciliation Act of 2003
U.S. Holders who are individuals will pay tax at a 15-percent rate on
eligible common stock dividends received from January 1, 2003,
through December 31, 2008. Eligible dividends are dividends received during the tax year from
(i) a domestic corporation, or (ii) a qualified foreign corporation
(incorporated in a U.S. possession; stock traded on a U.S. exchange; or
eligible for benefits under a comprehensive income tax treaty). Dividends paid
by foreign corporations that are (i) a foreign investment company (FIC), (ii) a
passive foreign investment company (PFIC), or (iii) a foreign personal holding
company (FPHC) (as defined below) do not qualify for the reduced 15-percent
rate. Also, beginning in 2009 the reduced 15-percent rate on dividends for
individuals expires and those dividends will be taxed again at a marginal tax
rate (35 percent). Because the Company is eligible for benefits
under a comprehensive income tax treaty (that is, the Convention), and because the Company does not expect to be either a FIC, PFIC
or FPHC, the Company believes that any dividends it pays will be treated as
eligible common stock dividends.

Special Considerations.

Unfavorable
U.S. tax rules apply to U.S. shareholders
of a passive foreign investment company (PFIC), a foreign personal
holding company (FPHC), and a controlled foreign corporation (CFC).

Passive
Foreign Investment Company. A non-U.S. corporation, such as the Company, generally will be treated as
a passive foreign investment company (PFIC) if, after applying certain
look-through rules, either (i) 75 percent or more of its gross income is
passive income or (ii) 50 percent or more of the average value of its assets
is attributable to assets that produce or are held to produce passive income.
Passive income for this purpose generally includes dividends, interest, rents,
royalties and gains from securities and commodities transactions. For every
subsidiary corporation of which the Company owns at least 25 percent, by
value, of the shares, the Company must treat a proportionate amount of assets
and income of the subsidiary as held or received directly by the Company.

We do
not believe that we are presently a PFIC. There can be no assurance,
however, that we will not become a PFIC. If we were to be treated as a PFIC,U.S. Holders may be
required, in certain circumstances, to pay an interest charge together with
tax calculated at maximum rates on certain excess distributions, including
any gain on the sale of common shares. In order to avoid these tax
consequences, a U.S. Holder of common shares in the Company (i) may be
permitted to make a qualified electing fund election, in which case, in lieu
of such treatment, such U.S. Holder would be required to include in its
taxable income certain undistributed amounts of our income or (ii) may elect
to mark-to-market the common shares and recognize ordinary

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income (or possible ordinary loss) each year with respect to such
marking-to-market and on the sale or other disposition of the common shares.
Neither we nor our advisors have the duty to or will undertake to inform U.S.
Holders whether or not we are a PFIC. U.S. Holders should consult their own
tax advisors concerning our status as a PFIC. We do not currently intend to
make available the information necessary for a U.S. Holder to make a
qualified electing fund election in the event we are determined to be a
PFIC.

Foreign
Personal Holding Company. A non-U.S. corporation, such as the Company, may be classified as a
foreign personal holding company (a FPHC) for federal income tax purposes if
both of the following tests are satisfied: (i) at any time during the taxable
year five or fewer individuals who are United States citizens or residents own
or are deemed to own (under certain attribution rules) more than 50 percent of
its stock (measured by vote or value) and (ii) at least 60 percent (50 percent
for years after to the year in which it becomes a FPHC) of its gross income
(regardless of source), as specifically adjusted, is foreign personal holding
company income, which includes dividends, interest, rents, royalties and gain
from the sale of stock or securities.

Based on an analysis of our shareholder base, it is our belief that were
are not a FPHC. However, no assurance can be given that we will not become a FPHC as a result of changes of ownership and the
nature of our income. If we were to be classified as a FPHC each U.S. Holder
would be required to include in income as a taxable constructive dividend its
pro rata share of our undistributed foreign personal holding company income.
Neither we nor our advisors have the duty to or will undertake to inform U.S.
holders whether or not we are a FPHC.U.S. Holders should consult their own
tax advisors concerning our status as a FPHC.

Controlled
Foreign Corporation. If more than 50 percent of our ordinary shares (measured by vote or
value) is owned, directly or indirectly, by U.S. shareholders each of whom
owns or is deemed to own under certain attribution rules at least 10 percent
of the total combined voting power of all classes of our stock (10-Percent
U.S. Shareholders), we would be treated as a CFC under Subpart F of the Code.

We do not believe that we are currently a CFC; however, no assurance can
be given that we will not become a CFC as a result of future changes in our
ownership. If we were to be treated as a CFC, each 10-Percent U.S.
Shareholder would be required to include in its taxable income as a
constructive dividend its pro rata share of certain of our undistributed
income, and all or a portion of the gain from the sale or exchange of the
ordinary shares may be treated under Section 1248 of the Code as dividend
income. Neither we nor our advisors have the duty to or will undertake to
inform U.S. holders of changes in circumstances that would cause us to become
a CFC. U.S. Holders should consult their own tax advisors concerning our
status as a CFC.



|F. |  | Dividends and paying agents
|-- |  | ---------------------------

Not applicable.



|G. |  | Statement by experts
|-- |  | --------------------

Not applicable.



|H. |  | Documents on display
|-- |  | --------------------

Any documents referred to in this Annual Report may be inspected at the
corporate office of the Company, 11 Allstate Parkway, Suite 300, Markham,
Ontario, Canada L3R 9T8, upon appointment during normal business hours.



|I. |  | Subsidiary information
|-- |  | ----------------------

Not applicable.

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Item 11. Quantitative and Qualitative Disclosures About Market Risk

Financial instruments
included in our consolidated balance sheets consist of cash and cash
equivalents, accounts receivable, unbilled receivables, bank
indebtedness, accounts payable and accrued liabilities and long-term
debt. We treat financial instruments in accordance with the following
principles:



| |  |  | Fair values of financial assets
and liabilities  the fair values of accounts receivable,
unbilled receivables, bank indebtedness, accounts payable and accrued
liabilities are equivalent to their carrying value because of the
short-term maturity of those instruments. There is currently no
significant difference between the carrying value and the fair value
of long-term debt. We are not a party to any significant derivative
instruments.                                                                               
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Credit risk  we are subject
to risk associated with both billed land unbilled receivables and
cash and cash equivalents. Receivables are with customers in many
diverse industries and are subject to normal industry credit risks.
We place our temporary excess cash in high quality short-term
financial instruments issued or guaranteed by major financial
institutions in the countries in which we operate or in similar low
risk instruments.                                                                                
|
| |  |  | Interest rate risk  we are
subject to relatively small interest rate risk on existing long term
indebtedness. We will be subject to interest rate risk on our senior
secured credit facility. The senior secured credit facility will bear interest at a variable rate
based on a margin over the prime rate or LIBOR, as the case may be.                                                                                                                                                                                           
|
| |  |  | Foreign exchange risk  we
are subject to foreign exchange risk because most of our business is
transacted in currencies other than Canadian dollars. Accordingly,
most of our balance sheet amounts, including financial instruments as
defined above, are denominated in foreign currencies. If, for each of
the foreign currencies in which we do business, the average exchange
rate for FY 2003 appreciated or depreciated by 10 percent, the
estimated impact on our net income for FY 2003 would be approximately
$8.5 million.




Item 12. Description of Securities Other than Equity Securities

Not applicable.

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PART II




Item 13. Defaults, Dividend Arrearages and Delinquencies

There have been no defaults, dividend arrearages or delinquencies.




Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

There have been no modifications to any class of Geacs securities.




Item 15. Controls and Procedures



| | (a) |  | Geacs Chief Executive Officer, Chief Financial Officer, and
other members of Geacs senior management team have evaluated the
effectiveness of Geacs disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on
such evaluation, Geacs Chief Executive Officer and Geacs Chief
Financial Officer have concluded that Geacs disclosure controls and
procedures, as of the end of the period covered by this report, were
adequate and effective to provide reasonable assurance that
information required to be disclosed by Geac, including Geacs
consolidated subsidiaries, in reports that Geac files or submits
under the Exchange Act, is recorded, processed, summarized and
reported, within the time periods specified in the Commissions
rules and forms.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The effectiveness of a system of disclosure controls and procedures
is subject to various inherent limitations, including cost
limitations, judgments used in decision making, assumptions about
the likelihood of future events, the soundness of internal
controls, and fraud. Due to such inherent limitations, there can
be no assurance that any system of disclosure controls and
procedures will be successful in preventing all errors or fraud, or
in making all material information known in a timely manner to the
appropriate levels of management.                                                                                                                                                                                                                                                     
|
| | (b) |  | Not applicable for Geacs fiscal year ended April 30, 2003,
under transition rules adopted by the SEC under the Sarbanes-Oxley
Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (c) |  | Not applicable for Geacs fiscal year ended April 30, 2003,
under transition rules adopted by the SEC under the Sarbanes-Oxley
Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (d) |  | Not applicable for Geacs fiscal year ended April 30, 2003,
under transition rules adopted by the SEC under the Sarbanes-Oxley
Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          




Item 16A. Audit committee financial expert

Not applicable for Geacs fiscal year ended April 30, 2003, under
transition rules adopted by the SEC under the Sarbanes-Oxley Act of 2002.




Item 16B. Code of Ethics

Not applicable for Geacs fiscal year ended April 30, 2003, under
transition rules adopted by the SEC under the Sarbanes-Oxley Act of 2002.




Item 16C. Principal Accountant Fees and Services

Not applicable for Geacs fiscal year ended April 30, 2003, under
transition rules adopted by the SEC under the Sarbanes-Oxley Act of 2002.




Item 16D. Exemption from the listing standards for audit committees

Not applicable.

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PART III




Item 17. Financial Statements

Not applicable.




Item 18. Financial Statements

The
following financial statements, which appear at pages
F-1 through F-41 of this Annual Report, are incorporated herein by reference:

Index to Financial Statements

|                                                                                                     |  |  |     | 
|---------------------------------------------------------------------------------------------------- |  |  | --- | 
|Report of independent accountants                                                                    |  |  | F-2 | 
|Consolidated Balance Sheets at
April 30, 2003 and 2002                                               |  |  | F-3 | 
|Consolidated Statement of Operations for
fiscal years ended April 30, 2003,
2002 and 2001            |  |  | F-5 | 
|Consolidated Statements of Shareholders
Equity for fiscal years ended
April 30, 2003, 2002 and 2001 |  |  | F-7 | 
|Consolidated Statements of Cash Flows
for fiscal years ended April 30, 2003,
2002 and 2001           |  |  | F-8 | 
|Notes to Consolidated Statements                                                                     |  |  | F-9 | 

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Item 19. Exhibits

|        |  |                                                                                                                                                                                                                                                                                                                                                            |  |  |  | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                |  |  |  | 
|        |  |                                                                                                                                                                                                                                                                                                                                                            |  |  |  | 
|1.1     |  | Restated Certificate and Articles of Incorporation of Geac,
incorporated herein by reference to Exhibit 3.1 to Geacs Registration
Statement on Form F-4 (file no. 333-103019), filed with the Securities
and Exchange Commission on February 6, 2003.                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|1.2     |  | Bylaws of Geac, incorporated herein by reference to Exhibit 3.2 to
Geacs Registration Statement on Form F-4 (file no. 333-103019), filed
with the Securities and Exchange Commission on February 6, 2003.                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|2.1     |  | Amended and Restated Geac Shareholder Protection Rights Agreement,
incorporated herein by reference to Exhibit 4.5 of Geacs Registration
Statement on Form S-8 (file no. 333-109670), filed with the Securities
and Exchange Commission on October 14, 2003.                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.1     |  | Amended and Restated Agreement and Plan of Merger by and among Geac
Computer Corporation Limited, Geac Computers, Inc., Cage Acquisition
Corp. and Extensity, Inc., incorporated herein by reference to Annex A
of Geacs Registration Statement on Form F-4 (file no. 333-103019),
filed with the Securities and Exchange Commission on February 6, 2003.
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.2     |  | Agreement and Plan of Merger dated June 22, 2003 among Comshare,
Incorporated, Geac Computer Corporation Limited and Conductor
Acquisition Corp., incorporated herein by reference to Exhibit 99(d)(3)
of Geacs Schedule TO filed with the Securities and Exchange Commission
on July 1, 2003.                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.3     |  | First Amendment to Agreement and Plan of Merger, dated as of August 13,
2003, by and among Comshare, Incorporated, Geac Computer Corporation
Limited and Conductor Acquisition Corp., incorporated herein by
reference to Exhibit 99(d)(8) of Geacs Schedule TO/A filed with the
Securities and Exchange Commission on August 14, 2003.                  
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.4     |  | Loan, Guaranty and Security Agreement dated September 9, 2003 by and
among Geac Computer Corporation Limited, certain of its subsidiaries,
certain lenders named therein and Wells Fargo Foothill, Inc.                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.5     |  | First Amendment Agreement dated September 30, 2003 by and among certain
lenders, Wells Fargo Foothill Inc., Geac Computers, Inc. and certain of
its affiliates.                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.6     |  | Lease dated February 28, 1989 between Guarsel Partnership and Geac
Canada Limited for property at 11 Allstate Parkway, Markham, Ontario,
L3R 9T8, incorporated herein by reference to Exhibit 10.7 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.             
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.7     |  | Lease Amending Agreement dated September 15, 1989 between Guarsel
Partnership and Geac Canada Limited, incorporated herein by reference
to Exhibit 10.8 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.8     |  | Lease Amending Agreement dated November 1, 1990 between The Prudential
Assurance Company Limited, Geac Canada Limited and Geac, incorporated
herein by reference to Exhibit 10.9 to Geacs Registration Statement on
Form F-4 (file no. 333-103019), filed with the Securities and
Exchange Commission on February 6, 2003.                               
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.9     |  | Letter Agreement Amending Lease dated April 14, 1993 between Prudential
Paramet Real Estate Services Limited and Geac Canada Limited,
incorporated herein by reference to Exhibit 10.10 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                        
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.10    |  | Extension Agreement dated May 20, 1993 between the Prudential Assurance
Company Limited and Geac Canada Limited, incorporated herein by
reference to Exhibit 10.11 to Geacs Registration Statement on Form F-4
(file no. 333-103019), filed with the Securities and Exchange
Commission on February 6, 2003.                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.11    |  | Letter Agreement dated August 17, 2001 between GWL Realty Advisors
Inc., on behalf of the landlord, and Geac Canada Limited, incorporated
herein by reference to Exhibit 10.12 to Geacs Registration Statement
on Form F-4 (file no. 333-103019), filed with the Securities and
Exchange Commission on February 6, 2003.                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.12    |  | Watergate Office Lease dated January 12, 1998, as amended, by and
between Spieker Properties, L.P. and Extensity, Inc.                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.13    |  | Employment Agreement dated December 4, 2001 between Geac and Charles S.
Jones, incorporated herein by reference to Exhibit 10.13 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.14    |  | Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch,
incorporated herein by reference to Exhibit 10.14 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                           

70



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##### Table of Contents



|     |  |                                                                                                                                                                                                                                                                                                           |  |  |  | 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|4.15 |  | Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch,
incorporated herein by reference to Exhibit 10.15 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                     
|     |  |                                                                                                                                                                                                                                                                                                          
|4.16 |  | Amendment to Employment Agreement dated July 10, 2001 between Geac and
Paul D. Birch, incorporated herein by reference to Exhibit 10.16 to
Geacs Registration Statement on Form F-4 (file no. 333-103019), filed
with the Securities and Exchange Commission on February 6, 2003.                       
|     |  |                                                                                                                                                                                                                                                                                                          
|4.17 |  | Employment Agreement dated May 30, 2003 between Geac and Arthur Gitajn.                                                                                                                                                                                                                                  
|     |  |                                                                                                                                                                                                                                                                                                          
|4.18 |  | Employment Agreement dated October 25, 2002 between Geac Computers,
Inc. and Jim McDevitt, incorporated herein by reference to Exhibit
10.19 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                  
|     |  |                                                                                                                                                                                                                                                                                                          
|4.19 |  | Employment Agreement dated November 25, 2002 between Geac, Geac
Computers, Inc. and Timothy Wright, incorporated herein by reference to
Exhibit 10.20 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.         
|     |  |                                                                                                                                                                                                                                                                                                          
|4.20 |  | Option and Change in Control Agreement dated September 6, 2000 between
Geac and Bertrand Sciard, incorporated herein by reference to Exhibit
10.21 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.            
|     |  |                                                                                                                                                                                                                                                                                                          
|4.21 |  | Employment Contract dated January 1, 2000 between Geac and Bertrand
Sciard, incorporated herein by reference to Exhibit 10.22 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                 
|     |  |                                                                                                                                                                                                                                                                                                          
|4.22 |  | Employment Agreement dated February 19, 2002 between Geac and John L.
Sherry, III, incorporated herein by reference to Exhibit 10.23 to
Geacs Registration Statement on Form F-4 (file no. 333-103019), filed
with the Securities and Exchange Commission on February 6, 2003.                          
|     |  |                                                                                                                                                                                                                                                                                                          
|4.23 |  | Option and change in control agreement dated September 29, 2000 between
Geac and Hema Anganu, incorporated herein by reference to Exhibit 10.24
to Geacs Registration Statement on Form F-4 (file no. 333-103019),
filed with the Securities and Exchange Commission on February 6, 2003.               
|     |  |                                                                                                                                                                                                                                                                                                          
|4.24 |  | Employment Agreement dated June 20, 2002 between Geac, Geac Enterprise
Solutions, Inc. and James M. Travers, incorporated herein by reference
to Exhibit 10.25 to Geacs Registration Statement on Form F-4 (file
no. 333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.
|     |  |                                                                                                                                                                                                                                                                                                          
|4.25 |  | Employment Agreement dated July 2, 2003 between Geac and Donna de Winter.                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                          
|4.26 |  | Employment Agreement dated July 11, 2003 between Geac, Geac
Computers, Inc. and Jeffrey Snider.                                                                                                                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                          
|4.27 |  | Geac Stock Option Plan V, incorporated herein by reference to Exhibit
10.3 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                                                                                    
|     |  |                                                                                                                                                                                                                                                                                                          
|4.28 |  | Geac Stock Option Plan VI, as amended, incorporated herein by reference
to Exhibit 4.3 to Geacs Registration Statement on Form S-8 (file no.
333-109670), filed with the Securities and Exchange Commission on
October 14, 2003.                                                                        
|     |  |                                                                                                                                                                                                                                                                                                          
|4.29 |  | 2003 Employee Stock Purchase Plan, incorporated herein by reference to
Exhibit 4.4 to Geacs Registration Statement on Form S-8 (file no.
333-109670), filed with the Securities and Exchange Commission on
October 14, 2003.                                                                            
|     |  |                                                                                                                                                                                                                                                                                                          
|8.1  |  | List of subsidiaries of Geac.                                                                                                                                                                                                                                                                            
|     |  |                                                                                                                                                                                                                                                                                                          
|12.1 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of Geacs Chief Executive Officer.                                                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                          
|12.2 |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of Geacs Chief Financial Officer.                                                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                          
|13.1 |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of Geacs Chief Executive Officer and Chief Financial Officer.                                                                                                                                                                   

71



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Index to Financial Statements

|                                                                                                     |  |  |     | 
|---------------------------------------------------------------------------------------------------- |  |  | --- | 
|Report of independent accountants                                                                    |  |  | F-2 | 
|Consolidated Balance Sheets at
April 30, 2003 and 2002                                               |  |  | F-3 | 
|Consolidated Statement of Operations for
fiscal years ended April 30, 2003,
2002 and 2001            |  |  | F-5 | 
|Consolidated Statements of Shareholders
Equity for fiscal years ended
April 30, 2003, 2002 and 2001 |  |  | F-7 | 
|Consolidated Statements of Cash Flows
for fiscal years ended April 30, 2003,
2002 and 2001           |  |  | F-8 | 
|Notes to Consolidated Statements                                                                     |  |  | F-9 | 

F-1



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##### Table of Contents



June 18, 2003
(except as to note 23, which is as at June 23, 2003)

Report of Independent Auditors

To the Board of Directors and Shareholders of Geac Computer Corporation Limited

We have audited the consolidated balance sheets of Geac Computer Corporation
Limitedas at
April 30, 2003 and 2002 and the consolidated statements of operations,
shareholders equity (deficiency) and cash flows for each of the years in the
three-year period ended April 30, 2003. These consolidated financial statements
are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

In our opinion, these consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at April 30, 2003 and 2002 and the results of its operations and its cash
flows for each of the years in the three-year period ended April 30, 2003 in
accordance with accounting principles generally accepted in the United States
of America.

As we discussed in note 2 to the consolidated financial statements, the Company
changed its method of accounting for goodwill and intangible assets effective
May 1, 2001.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Toronto, Ontario, Canada

F-2



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##### Table of Contents



Geac Computer Corporation Limited
Consolidated Balance Sheets

(in thousands of Canadian dollars, except share data)

As at April 30,2003
    
    2002$
    
    $AssetsCurrent assetsCash and cash equivalents
    
    
    128,755
    
    
    
    115,449Restricted cash and cash equivalents (note 2)
    
    
    
    
    
    
    4,769Accounts receivable and other (note 3)
    
    
    78,080
    
    
    
    77,969Unbilled receivables
    
    
    9,893
    
    
    
    7,607Future income taxes (note 19)
    
    
    23,277
    
    
    
    20,508Inventory (note 4)
    
    
    1,128
    
    
    
    2,119Prepaid expenses
    
    
    17,056
    
    
    
    16,016258,189
    
    
    
    244,437Restricted cash and cash equivalents(note 2)
    
    
    3,433
    
    
    
    451Future income taxes(note 19)
    
    
    32,982
    
    
    
    58,073Property, plant and equipment(note 5)
    
    
    36,768
    
    
    
    47,679Intangible assets(note 6)
    
    
    16,013
    
    
    
    424Goodwill(note 7)
    
    
    104,667
    
    
    
    97,324452,052
    
    
    
    448,388LiabilitiesCurrent liabilitiesAccounts payable and accrued liabilities (note 8)
    
    
    136,152
    
    
    
    170,309Income taxes payable
    
    
    44,602
    
    
    
    44,596Current portion of long-term debt (note 11)
    
    
    1,050
    
    
    
    1,987Deferred revenue
    
    
    171,929
    
    
    
    187,301353,733
    
    
    
    404,193Deferred revenue
    
    
    3,857
    
    
    
    10,679Long-term debt(note 11)
    
    
    7,980
    
    
    
    9,954365,570
    
    
    
    424,826Redeemable preferred shares;unlimited shares
authorized; issued and outstanding: 25,000 (2002 -
nil); aggregate liquidation value: $75 (note 12)
    
    
    78
    
    
    
    


The accompanying notes are an integral part of these consolidated financial statements.

F-3



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##### Table of Contents



Geac Computer Corporation Limited
Consolidated Balance Sheets ...continued

(in thousands of Canadian dollars, except share data)

As at April 30,2003
    
    2002$
    
    $Shareholders EquityShare capitalPreference shares; no par value; unlimited shares
authorized; none issued or outstanding
    
    
    
    
    
    
    Common shares; no par value; unlimited shares authorizedIssued and outstanding
84,136,490 (2002 - 78,144,608) shares
    
    
    171,090
    
    
    
    154,524Additional paid-in capital
    
    
    2,978
    
    
    
    3,788Purchase warrants
    
    
    
    
    
    
    1,750Deferred stock-based compensation
    
    
    (696
    )
    
    
    (1,294
    )Employee loans to acquire shares
    
    
    (375
    )
    
    
    (375
    )Accumulated other comprehensive loss
    
    
    (11,041
    )
    
    
    (5,194
    )Deficit
    
    
    (75,552
    )
    
    
    (129,637
    )86,404
    
    
    
    23,562452,052
    
    
    
    448,388Commitments and contingencies(note 13)


Approved by the Board of Directors/s/  C. Kent Jespersen
    
    /s/  Robert L. SillcoxC. Kent Jespersen
    
    Robert L. SillcoxChairman
    
    Chair of the Audit Committee


The accompanying notes are an integral part of these consolidated financial statements.

F-4



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##### Table of Contents



Geac Computer Corporation Limited
Consolidated Statements of Operations

(in thousands of Canadian dollars, except share and per share data)

Years ended April 30,2003
    
    2002
    
    2001$
    
    $
    
    $RevenuesSoftware
    
    
    75,702
    
    
    
    83,718
    
    
    
    91,392Support and services
    
    
    500,697
    
    
    
    580,860
    
    
    
    670,577Hardware
    
    
    47,268
    
    
    
    51,956
    
    
    
    74,402Total revenues
    
    
    623,667
    
    
    
    716,534
    
    
    
    836,371Cost of revenuesSoftware
    
    
    10,032
    
    
    
    11,429
    
    
    
    15,687Support and services
    
    
    217,112
    
    
    
    273,180
    
    
    
    346,234Hardware
    
    
    39,961
    
    
    
    42,022
    
    
    
    60,794Total cost of revenues
    
    
    267,105
    
    
    
    326,631
    
    
    
    422,715Gross profit
    
    
    356,562
    
    
    
    389,903
    
    
    
    413,656Operating expensesSales and marketing
    
    
    90,199
    
    
    
    93,173
    
    
    
    124,616Product development (note 9)
    
    
    68,256
    
    
    
    92,792
    
    
    
    117,309General and administrative
    
    
    90,065
    
    
    
    88,534
    
    
    
    102,699Net restructuring and other unusual items (note 18)
    
    
    5,164
    
    
    
    45,861
    
    
    
    295,943Goodwill impairment (note 7)
    
    
    12,556
    
    
    
    
    
    
    
    Amortization of goodwill
    
    
    
    
    
    
    
    
    
    
    58,129Amortization of intangible assets
    
    
    1,633
    
    
    
    1,738
    
    
    
    61,752267,873
    
    
    
    322,098
    
    
    
    760,448Income (loss) from operations
    
    
    88,689
    
    
    
    67,805
    
    
    
    (346,792
    )Interest income
    
    
    2,037
    
    
    
    1,900
    
    
    
    1,666Interest expense
    
    
    (740
    )
    
    
    (3,521
    )
    
    
    (14,310
    )Gain on disposal of business
    
    
    
    
    
    
    5,073
    
    
    
    97,300Other income (expense), net
    
    
    (2,553
    )
    
    
    933
    
    
    
    (5,581
    )(1,256
    )
    
    
    4,385
    
    
    
    79,075Income (loss) from operations before income taxes
    
    
    87,433
    
    
    
    72,190
    
    
    
    (267,717
    )Income taxes(note 19)
    
    
    33,348
    
    
    
    30,126
    
    
    
    (32,925
    )Net income (loss)
    
    
    54,085
    
    
    
    42,064
    
    
    
    (234,792
    )


The accompanying notes are an integral part of these consolidated financial statements.

F-5



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##### Table of Contents



Geac Computer Corporation Limited
Consolidated Statements of Operations ...continued

(in thousands of Canadian dollars, except share and per share data)

Years ended April 30,2003
    
    2002
    
    2001$
    
    $
    
    $Net income (loss)
    
    
    54,085
    
    
    
    42,064
    
    
    
    (234,792
    )Other comprehensive income (loss)Foreign exchange translation adjustment
    
    
    (5,847
    )
    
    
    (5,021
    )
    
    
    1,346Comprehensive income (loss)
    
    
    48,238
    
    
    
    37,043
    
    
    
    (233,446
    )Basic net income (loss) per share
    
    
    0.67
    
    
    
    0.58
    
    
    
    (3.78
    )Diluted net income (loss) per share
    
    
    0.66
    
    
    
    0.56
    
    
    
    (3.78
    )Weighted average number of common shares
outstanding (000s)(note 16)Basic
    
    
    80,152
    
    
    
    73,130
    
    
    
    62,068Diluted
    
    
    81,695
    
    
    
    75,784
    
    
    
    62,068


The accompanying notes are an integral part of these consolidated financial statements.

F-6



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##### Table of Contents



Geac Computer Corporation Limited
Consolidated Statements of Shareholders Equity (Deficiency)For the years ended April 30, 2003, 2002 and 2001

(in thousands of Canadian dollars, except share data)

Share capitalEmployee
    
    Accumulated
    
    
    
    
    
    TotalAdditional
    
    
    
    
    
    
    
    
    
    Deferred
    
    loans to
    
    other
    
    Retained
    

shareholderspaid-in
    
    Special
    
    Purchase
    
    stock-based
    
    acquire
    
    comprehensive
    
    earnings
    
    equityShares
    
    Amount
    
    capital
    
    warrants
    
    warrants
    
    compensation
    
    shares
    
    income (loss)
    
    (deficit)
    
    (deficiency)(000s)
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $Balance  April 30, 2000
    
    
    62,143
    
    
    
    113,060
    
    
    
    3,267
    
    
    
    
    
    
    
    
    
    
    
    (2,799
    )
    
    
    (2,912
    )
    
    
    (1,519
    )
    
    
    66,278
    
    
    
    175,375Expiry of options vested
    
    
    
    
    
    
    18
    
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option compensation costs
    
    
    
    
    
    
    
    
    
    
    (179
    )
    
    
    
    
    
    
    
    
    
    
    1,894
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,715Issued for cash
    
    
    114
    
    
    
    464
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    464Purchased through normal course issuer
bid and subsequently cancelled
    
    
    (226
    )
    
    
    (411
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (650
    )
    
    
    (1,061
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (234,792
    )
    
    
    (234,792
    )Write-off of employee loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,537
    
    
    
    
    
    
    
    (2,537
    )
    
    
    Foreign exchange translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,346
    
    
    
    
    
    
    
    1,346Balance  April 30, 2001
    
    
    62,031
    
    
    
    113,131
    
    
    
    3,070
    
    
    
    
    
    
    
    
    
    
    
    (905
    )
    
    
    (375
    )
    
    
    (173
    )
    
    
    (171,701
    )
    
    
    (56,953
    )Expiry of options vested
    
    
    
    
    
    
    86
    
    
    
    (86
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option compensation costs
    
    
    
    
    
    
    
    
    
    
    804
    
    
    
    
    
    
    
    
    
    
    
    (389
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    415Issued for cash (note 14)
    
    
    6,114
    
    
    
    25,172
    
    
    
    
    
    
    
    17,885
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,057Exercise of special warrants (note 14)
    
    
    10,000
    
    
    
    16,135
    
    
    
    
    
    
    
    (17,885
    )
    
    
    1,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,064
    
    
    
    42,064Foreign exchange translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,021
    )
    
    
    
    
    
    
    (5,021
    )Balance  April 30, 2002
    
    
    78,145
    
    
    
    154,524
    
    
    
    3,788
    
    
    
    
    
    
    
    1,750
    
    
    
    (1,294
    )
    
    
    (375
    )
    
    
    (5,194
    )
    
    
    (129,637
    )
    
    
    23,562Expiry of options vested
    
    
    
    
    
    
    869
    
    
    
    (869
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option compensation costs
    
    
    
    
    
    
    
    
    
    
    (178
    )
    
    
    
    
    
    
    
    
    
    
    598
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420Issued for cash (note 14)
    
    
    58
    
    
    
    197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    197Exercise of purchase warrants (note 14)
    
    
    5,000
    
    
    
    15,500
    
    
    
    
    
    
    
    
    
    
    
    (1,750
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,750Issued in exchange for shares of
acquired company (note 14)
    
    
    933
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option value resulting from
acquisition (note 14)
    
    
    
    
    
    
    
    
    
    
    240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    240Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,085
    
    
    
    49,856Accrued dividends on redeemable
preferred shares
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )Foreign exchange translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,847
    )
    
    
    
    
    
    
    (5,847
    )Balance  April 30, 2003
    
    
    84,136
    
    
    
    171,090
    
    
    
    2,978
    
    
    
    
    
    
    
    
    
    
    
    (696
    )
    
    
    (375
    )
    
    
    (11,041
    )
    
    
    (75,552
    )
    
    
    82,175


The accompanying notes are an integral part of these consolidated financial statements.

F-7



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##### Table of Contents



Geac Computer Corporation Limited
Consolidated Statements of Cash FlowsFor the years ended April 30, 2003, 2002 and 2001

(in thousands of Canadian dollars)

Years ended April 30,2003
    
    2002
    
    2001$
    
    $
    
    $Cash provided by (used in)Operating activitiesNet income (loss)
    
    
    54,085
    
    
    
    42,064
    
    
    
    (234,792
    )Adjusted for items not involving cash:Amortization of goodwill and intangible assets
    
    
    1,633
    
    
    
    1,738
    
    
    
    119,881Amortization of property, plant and equipment
    
    
    15,904
    
    
    
    18,058
    
    
    
    20,466Goodwill impairment
    
    
    12,556
    
    
    
    
    
    
    
    Writedown of intangible assets
    
    
    
    
    
    
    
    
    
    
    252,831Writedown of other assets
    
    
    
    
    
    
    2,668
    
    
    
    Writedown of property, plant and equipment
    
    
    
    
    
    
    5,065
    
    
    
    3,634Future income tax expense (recovery)
    
    
    25,648
    
    
    
    9,955
    
    
    
    (50,447
    )Reversal of accrued liabilities and other provisions
    
    
    (7,750
    )
    
    
    (6,911
    )
    
    
    Gain on divestiture of operations
    
    
    
    
    
    
    (5,256
    )
    
    
    (97,300
    )Other
    
    
    (327
    )
    
    
    462
    
    
    
    2,258Change in non-cash working capital excluding deferred revenueAccounts receivable and other and unbilled receivables
    
    
    6,656
    
    
    
    28,108
    
    
    
    76,794Inventory
    
    
    1,212
    
    
    
    2,417
    
    
    
    5,430Prepaid expenses
    
    
    603
    
    
    
    1,198
    
    
    
    (904
    )Accounts payable and accrued liabilities
    
    
    (46,248
    )
    
    
    22,743
    
    
    
    (57,514
    )Income taxes payable
    
    
    (825
    )
    
    
    5,555
    
    
    
    21,140Change in deferred revenue
    
    
    (19,984
    )
    
    
    (44,991
    )
    
    
    (64,052
    )43,163
    
    
    
    82,873
    
    
    
    (2,575
    )Investing activitiesAcquisitions less cash acquired (note 21)
    
    
    (33,660
    )
    
    
    
    
    
    
    (45,009
    )Proceeds from divestiture of operations less cash divested (note 22)
    
    
    
    
    
    
    1,626
    
    
    
    158,580Net additions to property, plant and equipment
    
    
    (2,651
    )
    
    
    (5,529
    )
    
    
    (3,827
    )Additions to other assets
    
    
    
    
    
    
    (3,130
    )
    
    
    Change in restricted cash and cash equivalents
    
    
    1,787
    
    
    
    815
    
    
    
    (5,804
    )(34,524
    )
    
    
    (6,218
    )
    
    
    103,940Financing activitiesIssue (repurchase) of common shares and special warrants
    
    
    13,947
    
    
    
    43,057
    
    
    
    (596
    )Decrease in bank indebtedness
    
    
    
    
    
    
    (39,489
    )
    
    
    (101,584
    )(Repayment) issuance of long-term debt
    
    
    (3,759
    )
    
    
    1,651
    
    
    
    (5,603
    )10,188
    
    
    
    5,219
    
    
    
    (107,783
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (5,521
    )
    
    
    (102
    )
    
    
    (625
    )Cash and cash equivalentsNet increase (decrease) in cash and cash equivalents
    
    
    13,306
    
    
    
    81,772
    
    
    
    (7,043
    )Cash and cash equivalents  Beginning of year
    
    
    115,449
    
    
    
    33,677
    
    
    
    40,720Cash and cash equivalents  End of year
    
    
    128,755
    
    
    
    115,449
    
    
    
    33,677Supplemental cash flow disclosureInterest paid
    
    
    704
    
    
    
    2,990
    
    
    
    8,775Income taxes paid
    
    
    8,949
    
    
    
    10,916
    
    
    
    (594
    )


The accompanying notes are an integral part of these consolidated financial statements.

F-8



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|1 |  | Nature of operations
|- |  | --------------------



| |  | Geac Computer Corporation Limited (Geac or the
Company) is a global enterprise software company for business performance management, providing
customers worldwide with the core financial and operational solutions and
services to improve their business performance in real time. Geacs
solutions include cross-industry enterprise application systems (EAS) for
financial administration and human resources functions, expense management,
and time capture, and enterprise resource planning applications for
manufacturing, distribution, and supply chain management. These
cross-industry applications are marketed globally and span a number of
product lines. Geac also provides industry-specific applications (ISA)
tailored to the real estate, restaurant, property management, and
construction marketplaces, and for libraries, and public safety agencies.
Geac is also a reseller of computer hardware and software, and provides a
broad range of professional services, including application hosting,
consulting, implementation services, and training. Geacs most significant
international operations are in the United States, the United Kingdom, and
France.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2 |  | Summary of significant accounting policies
|- |  | ------------------------------------------



| |  | Adoption of new accounting pronouncements
| |  | -----------------------------------------



| |  | Effective May 1, 2001, the Company adopted Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets.This standard eliminates the
amortization of goodwill, requires annual impairment testing of goodwill and
introduces the concept of indefinite life intangible assets. Goodwill is
required to be tested for impairment between the annual tests if an event
occurs or circumstances change such that it is more likely than not that the
fair value of a reporting unit has been reduced below its carrying value.
Prior to May 1, 2001, goodwill was amortized on a straight-line basis over
the estimated periods of benefit not exceeding ten years. The new standard
has been applied on a prospective basis (note 7).
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Effective January 1, 2003, the Company adopted SFAS No. 146, Accounting for
Costs Associated with Exit or Disposal Activities,which supersedes EITF
94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity.This Statement requires that a liability
for a cost associated with an exit or disposal activity be recognized when
the liability is incurred. Under EITF 94-3, a liability for an exit cost as
defined in EITF 94-3 was recognized at the date of an entitys commitment to
an exit plan. The provisions of SFAS 146 are effective for exit or disposal
activities initiated after December 31, 2002.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Effective January 1, 2003, the Company adopted FASB Interpretation No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees and Indebtedness of Others  an interpretation
of FASB 5, 57 and 107 and rescission of FASB Interpretation No. 34 (FIN
45). This interpretation elaborates on the disclosures to be made by a
guarantor that it has issued. FIN 45 also clarifies that a guarantor is
required to recognize, at inception of a guarantee, a liability for the fair
value of the obligation due to the issuance of the guarantee. The initial
recognition and initial measurement provisions apply on a prospective basis
to guarantees issued or modified after December 31, 2002. The interpretation
has been applied on a prospective basis.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | Basis of presentation
| |  | ---------------------



| |  | These consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America and
are presented in Canadian dollars.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Accounting estimates
| |  | --------------------



| |  | The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, including future income tax
assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Consolidation
| |  | -------------



| |  | These consolidated financial statements comprise the financial statements of
Geac Computer Corporation Limited and its subsidiary companies, which are
wholly owned by Geac. Intercompany transactions have been eliminated.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Cash and cash equivalents
| |  | -------------------------



| |  | Cash and cash equivalents are composed of non-restricted cash and
short-term, highly liquid investments with an original maturity of 90 days
or less.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Restricted cash and cash equivalents
| |  | ------------------------------------



| |  | Cash and cash equivalents are considered restricted when they are subject to
contingent rights of a third party customer, vendor, or government agency.
As at April 30, 2003, the majority of restricted cash and cash equivalents
is related to letters of credit issued for the benefit of lessors of office
space. These letters of credit are collateralized by cash in the amount of
$2,462 (US$1,717). As at April 30, 2002, the restricted cash and cash
equivalents of $3,191 were mainly related to performance bonds for customer
contracts, and $1,809 of bank guarantees and letters of credit for office
space and vendor obligations, all of which were collateralized by cash.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Inventory
| |  | ---------



| |  | Work-in-progress and finished goods inventory are stated at the lower of
cost on a first-in, first-out basis and net realizable value.
| |  | --------------------------------------------------------------------------------------------------------------------------------------

F-10



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | Property, plant and equipment
| |  | -----------------------------



| |  | Property, plant and equipment are recorded at cost less accumulated
amortization and are amortized over the estimated useful lives of the
related assets as follows:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Buildings
    
    40 years straight-lineComputers,
processing and office equipment, and
    machinery
    
    3 to 5 years straight-lineAutomobiles
    
    4 years straight-lineLeasehold
improvementsAssets under capital leases
    
    straight-line over the lease term
straight-line over the useful lives of theassets, as
indicated above




| |  | The Company reviews, on an ongoing basis, the carrying values of its
property, plant and equipment. If it is determined that the carrying value
of property, plant and equipment is not recoverable and exceeds its fair
value, a write-down to fair value is charged to income in the period that
such a determination is made.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Goodwill and intangible assets
| |  | ------------------------------



| |  | Goodwill represents the excess of the cost of an acquired enterprise over
the net of the amounts assigned to assets acquired and liabilities assumed.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Goodwill and intangible assets are accounted for in accordance with SFAS No.
142, Goodwill and Other Intangible Assets.
| |  | -------------------------------------------------------------------------------------------------------------------------



| |  | In accordance with SFAS No. 142, effective May 1, 2001, goodwill and
indefinite life intangible assets are not subject to amortization. Instead,
goodwill and indefinite life intangible assets are tested annually for
impairment.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company reviews the carrying value of amortizable intangible assets for
impairment whenever events and circumstances indicate that the carrying
value of an asset may not be recoverable from the estimated future cash
flows expected to result from its use and eventual disposition. In cases
where undiscounted expected future cash flows are less than the carrying
value, an impairment loss is recognized equal to the amount by which the
carrying value exceeds the fair value of the asset.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Intangible assets, which consist of acquired software, customer
relationships and agreements, and trademarks, are recorded at cost less
accumulated amortization. Intangible assets are amortized on a straight-line
basis over the estimated useful lives of the related assets as follows:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Acquired software
    
    1 to 5 yearsCustomers relationships and agreement
    
    3 to 5 yearsTrademarks and name
    
    4 years


F-11



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | Income taxes
| |  | ------------



| |  | Income taxes are accounted for under the liability method, whereby future
income tax assets and liabilities are recognized for temporary differences
between the tax and accounting bases of assets and liabilities, as well as
for the benefit of losses available to be carried forward to future years
for income tax purposes. Future income tax assets are recognized only to the
extent that, in the opinion of management, it is more likely than not that
the future income tax assets will be realized. Future income tax assets and
liabilities are measured using income tax rates applicable to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Future income tax assets and
liabilities are adjusted for the effects of changes in income tax laws and
rates in the period in which the change occurs.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Investment tax credits arising from research and development are deducted
from the related costs and, accordingly, are included in the determination
of income in the same year as the related costs.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Revenue recognition
| |  | -------------------



| |  | Revenue from the sale of software licenses is recognized when persuasive
evidence of an arrangement exists, delivery of the product has occurred, the
fee is fixed or determinable, and collectibility is probable. Arrangements
for which the fees are not fixed or determinable are recognized in the
period they become known and due.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | For software contracts sold through indirect channels, revenue is recognized
when, based on the shipping terms, delivery of the software products to the
resellers is deemed to occur, provided that all fees are fixed or
determinable, evidence of an arrangement exists and collectibility is
reasonably assured. Contract terms do not provide resellers with product
rotation rights or rights of return.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | For contracts involving significant implementation or customization
essential to the functionality of the Companys products, the license and
service revenues are recognized over the period of the engagement, using the
percentage-of-completion method. Progress is measured using milestones or
costs incurred. Revenue is classified in the consolidated financial
statements as either license revenue or professional services revenue based
upon the Companys estimates of fair value for each of the elements. A
provision for estimated contract losses is recognized in the period the loss
becomes probable and can be reasonably estimated.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Revenue from professional services, such as consulting fees or training
fees, is recognized as the services are performed. Maintenance and support
revenues are recognized ratably over the term of the related maintenance
agreement, which is normally one year.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The timing of revenue recognition may differ from contract payment
schedules, resulting in revenues that have been earned but not yet billed.
These amounts are included in unbilled receivables. Customer advances in
excess of revenue earned and recognized are recorded as deferred revenue.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-12



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | The Company has established vendor-specific objective evidence (VSOE) of
fair value of its products and services for purposes of accounting for
multiple-element arrangements and believes that the evidence gathered
complies with the requirements of Statement of Position 97-2. VSOE is
established for each of the elements in the arrangements based on the
following:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Customers are generally required to renew their maintenance and
technical support contracts annually and pay separately for such
renewal. The Company considers the renewal rates, which are included as
a term of the arrangements, to represent VSOE of fair value for the
maintenance and technical support element in the arrangement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company has an established history of selling consulting and
professional services separately. The Company charges standard hourly
rates for consulting services, which are based on the nature of the
services and the experience of the professionals who are performing the
services. The Company considers these rates to represent VSOE of fair
value for consulting services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company occasionally sells computer hardware, such as IBM
e-server i-Series (formerly AS/400) servers, for use in conjunction
with software systems, where appropriate, to provide a more complete
solution to customers. The VSOE of fair value for this element of the
arrangement is based on the price established by our suppliers and is
consistent with the price actually paid by the Company to the
suppliers, at a modest markup.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | For the sale of software licenses bundled with a one-year service and
maintenance contract, the Company generally invoices 100% of the fee at the
inception of the license contract, with terms of 30 days. For maintenance
renewals, 100% of the annual fee is charged at the inception of the
maintenance contract, with terms of 30 days. Consulting contracts are
generally billed based on time and materials, throughout the term of the
assignment, with terms of 30 days.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Research and development costs
| |  | ------------------------------



| |  | Research and development costs are expensed as incurred. Research and
development costs are reduced by the amount of related government grants and
other amounts recoverable.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Software development costs
| |  | --------------------------



| |  | The Company accounts for software development costs in accordance with the
provisions of SFAS No. 86, Accounting for Costs of Computer Software to be
Sold, Leased or Otherwise Marketed.The Company capitalizes computer
software development costs that are incurred after the establishment of
technological feasibility, which the Company has defined as a completion of
a working model ready for release to customers. The Company has not
capitalized any software development costs to date, as costs that would
qualify have been insignificant and have been expensed as incurred.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Advertising costs
| |  | -----------------



| |  | Advertising costs are expensed as incurred. Advertising expenses incurred in
fiscal 2003 were $3,621
(2002  $4,994; 2001  $6,221).
| |  | ------------------------------------------------------------------------------------------------------------------------------------

F-13



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | Shipping and handling costs
| |  | ---------------------------



| |  | Shipping and handling costs are included in the cost of revenues.
| |  | -----------------------------------------------------------------



| |  | Foreign currency translation
| |  | ----------------------------



| |  | Transactions denominated in currencies other than the functional currency
are translated into the functional currency as follows: monetary assets and
liabilities are translated at the exchange rate in effect at the
consolidated balance sheet dates, and revenues and expenses are translated
at the average exchange rate for the year. Non-monetary assets and
liabilities are translated at historical rates. Gains and losses arising
from such translation are reflected in the consolidated statements of
operations. For foreign subsidiaries with functional currencies other than
the Canadian dollar, all assets and liabilities are translated at the
year-end exchange rates and all revenue and expenses items are translated at
the average rate for the period, with exchange differences arising on
translation accumulated in other comprehensive income (loss).
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Stock-based compensation plans
| |  | ------------------------------



| |  | The Company has stock-based compensation plans, which are described in note
14.
| |  | -------------------------------------------------------------------------------



| |  | SFAS No. 123, Accounting for Stock-Based Compensation,requires that an
enterprise recognize or, at its option, disclose the impact of the fair
value of stock options and other forms of stock compensation granted to
employees on the determination of net income. The Company has elected to
measure compensation cost as permitted by Accounting Principles Board (APB)
Opinion No. 25, based on the difference, if any, on the date of the grant,
between the fair value of the Companys shares and the exercise price
(referred to as the intrinsic value method). Deferred stock-based
compensation is amortized and expensed over the vesting period of the
individual award on a straight-line basis.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company has modified certain stock options by reducing the exercise
price and extending the life of the options. Under FIN 44, Accounting for
Certain Transactions Involving Stock Compensation,a reduction in the
exercise price results in accounting for the modified options using variable
plan accounting, whereby compensation cost is estimated and recorded each
period from the modification date to the date of exercise or expiry, and the
extension of the life of the options results in a new measurement date.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-14



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Had compensation cost for option grants to employees been determined as
if the fair value method required by SFAS No. 123 had been applied, the
Companys net income (loss) would have been as follows:

|                                                                                                                                               |                      |  |        |      |      |  |        |      |  |  |          |       |  
|---------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- |  | ------ | ---- | ---- |  | ------ | ---- |  |  | -------- | ----- | -
|                                                                                                                                               |                      |  | 2003   |      | 2002 |  | 2001  
|                                                                                                                                               |                      |  | $      |      | $    |  | $     
|Net income (loss), as reported                                                                                                                 |                      |  | 54,085 |      |      |  | 42,064 |      |  |  | (234,792 | )    
|Add: Stock-based compensation
expense included in reported
net income (loss), net of
related income tax effects                                |                      |  | 420    |      |      |  | 415    |      |  |  | 1,715    |      
|Deduct: Total stock-based
compensation expenses
determined under the fair
value based method for all
awards, net of related income
tax effects |                      |  | 7,696  |      |      |  | 15,394 |      |  |  | 18,746   |      
|                                                                                                                                               |                      |  |        |      |      |  |        |      |  |  |          |      
|Pro forma net income (loss)                                                                                                                    |                      |  | 46,809 |      |      |  | 27,085 |      |  |  | (251,823 | )    
|                                                                                                                                               |                      |  |        |      |      |  |        |      |  |  |          |      
|Earnings (loss) per share                                                                                                                      |                      |  |        |      |      |  |        |      |  |  |          |      
|                                                                                                                                               | Basic, as reported   |  |        | 0.67 |      |  |        | 0.58 |  |  |          | (3.78 | )
|                                                                                                                                               | Basic, pro forma     |  |        | 0.58 |      |  |        | 0.37 |  |  |          | (4.06 | )
|                                                                                                                                               | Diluted, as reported |  |        | 0.66 |      |  |        | 0.56 |  |  |          | (3.78 | )
|                                                                                                                                               | Diluted, pro forma   |  |        | 0.57 |      |  |        | 0.36 |  |  |          | (4.06 | )



| |                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The weighted average fair values of stock options granted, including any
modifications, which are considered new grants, in 2003, 2002 and 2001 were
$3.17, $4.78 and $8.68, respectively. The fair values of options or awards
granted under the stock ownership plan were estimated using the
Black-Scholes options pricing model with the following assumptions:

|                                      |  |                       |       |        |  |        |       |   |  |  |       |  
|------------------------------------- |  | --------------------- | ----- | ------ |  | ------ | ----- | - |  |  | ----- | -
|                                      |  | Years ended April 30,
|                                      |  |                      
|                                      |  | 2003                  |       | 2002   |  | 2001  
|Risk-free interest rate               |  |                       | 4.54  | %      |  |        | 5.17  | % |  |  | 5.75  | %
|Expected volatility                   |  |                       | 75.81 | %      |  |        | 76.09 | % |  |  | 58.96 | %
|Dividend yield                        |  | nil                   |       | nil    |  | nil   
|Weighted average expected option life |  | 7years                |       | 7years |  | 7years



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Black-Scholes model was developed to estimate the fair value of traded
options and awards, which have no vesting restrictions, and are fully
transferable. In addition, the Black-Scholes model requires the input of
highly subjective assumptions including the expected stock price volatility
and expected time until exercise. Because the Companys employee stock
options and stock awards have characteristics significantly different from
those of traded options and awards, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
managements opinion, existing models, including the Black-Scholes model, do
not necessarily provide a reliable single measure of the fair value of its
employee stock options and stock awards.

F-15



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|  |  | New accounting pronouncements not yet adopted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|  |  | In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligation,which is effective for fiscal years beginning on or after June
15, 2002. This standard requires that the fair value of a liability for an
asset retirement obligation be recognized in the year in which the
obligation is incurred if a reasonable estimate of fair value can be made.
The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset and amortized to expense over the
assets useful life. The adoption of this new standard will not have a
material impact in the Companys financial statements.                                                                                                                
| 
|  |  | In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, an interpretation of ARB 51,which is effective in the first
fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The primary objectives of FIN 46 are to
provide guidance on the identification of entities for which control is
achieved through means other than through voting rights (variable interest
entities or VIEs), how to determine which business enterprise should
consolidate the VIE, and when, the Company does not expect the adoption of
this Interpretation to have a material impact on the Companys financial
statements.
| 
|  |  | In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity,which is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 improves the accounting for
certain financial instruments that, under previous guidance, issuers could
account for as equity. SFAS No. 150 requires that those instruments be
classified as liabilities in statements of financial position. Upon adoption
of this Statement, the Companys redeemable preferred shares will be
classified as a liability.                                                          
| 
|  |  | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| 
|  |  | Certain of the prior years figures have been reclassified to conform to the
current years financial statement presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
|3 |  | Accounts receivable and other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                                |  |           |        |      |  |  |        |  
|------------------------------- |  | --------- | ------ | ---- |  |  | ------ | -
|                                |  | April 30,
|                                |  |          
|                                |  | 2003      |        | 2002
|                                |  | $         |        | $   
|Trade accounts receivable       |  |           | 86,962 |      |  |  | 83,096 |  
|Allowance for doubtful accounts |  |           | (8,907 | )    |  |  | (8,431 | )
|Other receivables               |  |           | 25     |      |  |  | 3,304  |  
|                                |  |           |        |      |  |  |        |  
|                                |  |           | 78,080 |      |  |  | 77,969 |  
|                                |  |           |        |      |  |  |        |  

F-16



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|4 |  | Inventory
|- |  | ---------

|                 |  |           |       |      |  |  |       | 
|---------------- |  | --------- | ----- | ---- |  |  | ----- | 
|                 |  | April 30,
|                 |  |          
|                 |  | 2003      |       | 2002
|                 |  | $         |       | $   
|Finished goods   |  |           | 1,110 |      |  |  | 1,091 | 
|Work-in-progress |  |           | 18    |      |  |  | 1,028 | 
|                 |  |           |       |      |  |  |       | 
|                 |  |           | 1,128 |      |  |  | 2,119 | 
|                 |  |           |       |      |  |  |       | 



|5 |  | Property, plant and equipment
|- |  | -----------------------------

|                                                          |  |                |         |              |  |             |         |  |  |  |        | 
|--------------------------------------------------------- |  | -------------- | ------- | ------------ |  | ----------- | ------- |  |  |  | ------ | 
|                                                          |  | April 30, 2003
|                                                          |  |               
|                                                          |  |                |         |              |  | Accumulated |         |  |  | 
|                                                          |  | Cost           |         | amortization |  | Net        
|                                                          |  | $              |         | $            |  | $          
|Land                                                      |  |                | 2,932   |              |  |             |        |  |  |  | 2,932  | 
|Buildings                                                 |  |                | 14,079  |              |  |             | 3,536   |  |  |  | 10,543 | 
|Computers, processing and
office equipment, and
machinery |  |                | 111,937 |              |  |             | 99,332  |  |  |  | 12,605 | 
|Automobiles                                               |  |                | 1,172   |              |  |             | 901     |  |  |  | 271    | 
|Leasehold improvements                                    |  |                | 17,840  |              |  |             | 13,527  |  |  |  | 4,313  | 
|Assets under capital leases (i)                           |  |                | 8,902   |              |  |             | 2,798   |  |  |  | 6,104  | 
|                                                          |  |                |         |              |  |             |         |  |  |  |        | 
|                                                          |  |                | 156,862 |              |  |             | 120,094 |  |  |  | 36,768 | 
|                                                          |  |                |         |              |  |             |         |  |  |  |        | 

|                                                          |  |                |         |              |  |             |         |  |  |  |        | 
|--------------------------------------------------------- |  | -------------- | ------- | ------------ |  | ----------- | ------- |  |  |  | ------ | 
|                                                          |  | April 30, 2002
|                                                          |  |               
|                                                          |  |                |         |              |  | Accumulated |         |  |  | 
|                                                          |  | Cost           |         | amortization |  | Net        
|                                                          |  | $              |         | $            |  | $          
|Land                                                      |  |                | 3,175   |              |  |             |        |  |  |  | 3,175  | 
|Buildings                                                 |  |                | 15,186  |              |  |             | 3,186   |  |  |  | 12,000 | 
|Computers, processing and
office equipment, and
machinery |  |                | 113,752 |              |  |             | 93,427  |  |  |  | 20,325 | 
|Automobiles                                               |  |                | 1,878   |              |  |             | 1,563   |  |  |  | 315    | 
|Leasehold improvements                                    |  |                | 18,667  |              |  |             | 12,357  |  |  |  | 6,310  | 
|Assets under capital leases (i)                           |  |                | 13,227  |              |  |             | 7,673   |  |  |  | 5,554  | 
|                                                          |  |                |         |              |  |             |         |  |  |  |        | 
|                                                          |  |                | 165,885 |              |  |             | 118,206 |  |  |  | 47,679 | 
|                                                          |  |                |         |              |  |             |         |  |  |  |        | 



| | i) |  | Assets under capital leases mainly consist of a building.
| | -- |  | ---------------------------------------------------------

F-17



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|6 |  | Intangible assets
|- |  | -----------------

|                                          |  |                |        |              |  |             |       |  |  |  |        | 
|----------------------------------------- |  | -------------- | ------ | ------------ |  | ----------- | ----- |  |  |  | ------ | 
|                                          |  | April 30, 2003
|                                          |  |               
|                                          |  |                |        |              |  | Accumulated |       |  |  | 
|                                          |  | Cost           |        | amortization |  | Net        
|                                          |  | $              |        | $            |  | $          
|Acquired software (i)                     |  |                | 11,730 |              |  |             | 594   |  |  |  | 11,136 | 
|Customer relationships and agreements (i) |  |                | 4,373  |              |  |             | 539   |  |  |  | 3,834  | 
|Trademarks and name (i)                   |  |                | 1,101  |              |  |             | 58    |  |  |  | 1,043  | 
|                                          |  |                |        |              |  |             |       |  |  |  |        | 
|                                          |  |                | 17,204 |              |  |             | 1,191 |  |  |  | 16,013 | 
|                                          |  |                |        |              |  |             |       |  |  |  |        | 

|                  |  |                |       |              |  |             |       |  |  |  |     | 
|----------------- |  | -------------- | ----- | ------------ |  | ----------- | ----- |  |  |  | --- | 
|                  |  | April 30, 2002
|                  |  |               
|                  |  |                |       |              |  | Accumulated |       |  |  | 
|                  |  | Cost           |       | amortization |  | Net        
|                  |  | $              |       | $            |  | $          
|Acquired software |  |                | 3,443 |              |  |             | 3,019 |  |  |  | 424 | 
|                  |  |                |       |              |  |             |       |  |  |  |     | 



| | i) |  | Additions of intangible assets in fiscal 2003 resulted from the
acquisitions of Extensity, Inc. (Extensity) and the assets of EBC
Informatique (note 21).
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------
| | Estimated amortization expense for each of the next five years, beginning
with the year ending April 30, 2004, is as follows:

|     |  |   |       | 
|---- |  | - | ----- | 
|     |  | $
|2004 |  |   | 4,644 | 
|2005 |  |   | 4,177 | 
|2006 |  |   | 4,022 | 
|2007 |  |   | 2,864 | 
|2008 |  |   | 520   | 



|7 |  | Goodwill
|- |  | --------

|                               |  |           |         |      |  |  |         | 
|------------------------------ |  | --------- | ------- | ---- |  |  | ------- | 
|                               |  | April 30,
|                               |  |          
|                               |  | 2003      |         | 2002
|                               |  | $         |         | $   
|Goodwill                       |  |           | 154,866 |      |  |  | 155,521 | 
|Less: Accumulated amortization |  |           | 50,199  |      |  |  | 58,197  | 
|                               |  |           |         |      |  |  |         | 
|                               |  |           | 104,667 |      |  |  | 97,324  | 
|                               |  |           |         |      |  |  |         | 

F-18



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In connection with the annual review of the carrying value of goodwill, a
goodwill writedown of $12,556 was recorded in the fourth quarter of fiscal
2003 relating to the Interealty business, based on revised future estimates
of its likely performance. This represented the full amount of goodwill on
the Companys balance sheet for the Interealty business.
|
| | The changes in the carrying amount of goodwill are as follows:                                                                                                                                                                                                                                                                                                      

|                                                                     |  |  |         |   | 
|-------------------------------------------------------------------- |  |  | ------- | - | 
|                                                                     |  |  | $      
|Balance as at April 30, 2001                                         |  |  | 102,591 |  
|Goodwill sold as part of the sale of publishing systems
business     |  |  | (3,607  | )
|Goodwill adjustment related to pre-acquisition liabilities           |  |  | (3,967  | )
|Foreign exchange impact                                              |  |  | 2,307   |  
|                                                                     |  |  |         |  
|Balance as at April 30, 2002                                         |  |  | 97,324  |  
|Goodwill from EBC Informatique acquisition (note 21)                 |  |  | 2,478   |  
|Goodwill from Extensity acquisition (note 21)                        |  |  | 24,357  |  
|Goodwill impairment                                                  |  |  | (12,556 | )
|Goodwill adjustment related to pre-acquisition
liabilities (note 18) |  |  | (1,081  | )
|Foreign exchange impact                                              |  |  | (5,855  | )
|                                                                     |  |  |         |  
|Balance as at April 30, 2003                                         |  |  | 104,667 |  
|                                                                     |  |  |         |  



| |                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The goodwill has not been allocated to segments as it is not included in the
determination of segment assets reviewed by the chief operating decision
maker.

F-19



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------
| | The following table reflects the results adjusted as though the adoption of
SFAS No. 142 had occurred as at the beginning of fiscal 2001:

|                                             |  |                       |        |      |  |      |        |  |  |  |          |  
|-------------------------------------------- |  | --------------------- | ------ | ---- |  | ---- | ------ |  |  |  | -------- | -
|                                             |  | Years ended April 30,
|                                             |  |                      
|                                             |  | 2003                  |        | 2002 |  | 2001
|                                             |  | $                     |        | $    |  | $   
|Reported net income (loss)                   |  |                       | 54,085 |      |  |      | 42,064 |  |  |  | (234,792 | )
|Add back: goodwill amortization              |  |                       |       |      |  |      |       |  |  |  | 58,129   |  
|                                             |  |                       |        |      |  |      |        |  |  |  |          |  
|Adjusted net income (loss)                   |  |                       | 54,085 |      |  |      | 42,064 |  |  |  | (176,663 | )
|                                             |  |                       |        |      |  |      |        |  |  |  |          |  
|Basic net income (loss) per share            |  |                       |        |      |  |      |        |  |  |  |          |  
|Reported net income (loss) per share         |  |                       | 0.67   |      |  |      | 0.58   |  |  |  | (3.78    | )
|Add back: goodwill amortization              |  |                       |       |      |  |      |       |  |  |  | 0.94     |  
|                                             |  |                       |        |      |  |      |        |  |  |  |          |  
|Adjusted net income (loss) per share         |  |                       | 0.67   |      |  |      | 0.58   |  |  |  | (2.84    | )
|                                             |  |                       |        |      |  |      |        |  |  |  |          |  
|Diluted net income (loss) per share          |  |                       |        |      |  |      |        |  |  |  |          |  
|Reported diluted net income (loss)
per share |  |                       | 0.66   |      |  |      | 0.56   |  |  |  | (3.78    | )
|Add back: goodwill amortization              |  |                       |       |      |  |      |       |  |  |  | 0.94     |  
|                                             |  |                       |        |      |  |      |        |  |  |  |          |  
|Adjusted diluted net income (loss)
per share |  |                       | 0.66   |      |  |      | 0.56   |  |  |  | (2.84    | )
|                                             |  |                       |        |      |  |      |        |  |  |  |          |  



|8 |  | Accounts payable and accrued liabilities
|- |  | ----------------------------------------

|                                          |  |           |         |      |  |  |         | 
|----------------------------------------- |  | --------- | ------- | ---- |  |  | ------- | 
|                                          |  | April 30,
|                                          |  |          
|                                          |  | 2003      |         | 2002
|                                          |  | $         |         | $   
|Accounts payable                          |  |           | 15,948  |      |  |  | 35,528  | 
|Payroll and benefits                      |  |           | 40,370  |      |  |  | 41,605  | 
|Accrued restructuring charges             |  |           | 33,380  |      |  |  | 38,844  | 
|Accrued professional fees and legal costs |  |           | 14,448  |      |  |  | 20,425  | 
|Commodity and property taxes              |  |           | 8,390   |      |  |  | 10,543  | 
|Hardware and third party software         |  |           | 5,418   |      |  |  | 4,568   | 
|Insurance                                 |  |           | 2,307   |      |  |  | 2,331   | 
|Other accrued liabilities                 |  |           | 15,891  |      |  |  | 16,465  | 
|                                          |  |           |         |      |  |  |         | 
|                                          |  |           | 136,152 |      |  |  | 170,309 | 
|                                          |  |           |         |      |  |  |         | 

F-20



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|9 |  | Product development
|- |  | -------------------

|                            |  |                       |        |      |  |      |        |  |  |  |         | 
|--------------------------- |  | --------------------- | ------ | ---- |  | ---- | ------ |  |  |  | ------- | 
|                            |  | Years ended April 30,
|                            |  |                      
|                            |  | 2003                  |        | 2002 |  | 2001
|                            |  | $                     |        | $    |  | $   
|Gross product development   |  |                       | 68,256 |      |  |      | 94,192 |  |  |  | 118,659 | 
|Less: investment tax credit |  |                       |       |      |  |      | 1,400  |  |  |  | 1,350   | 
|                            |  |                       |        |      |  |      |        |  |  |  |         | 
|Net product development     |  |                       | 68,256 |      |  |      | 92,792 |  |  |  | 117,309 | 
|                            |  |                       |        |      |  |      |        |  |  |  |         | 



|   |  | Research and development costs included in product development are $25,964
in fiscal 2003, $35,997 in fiscal 2002 and $74,157 in fiscal 2001.                                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|10 |  | Credit facility                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   |  | The Company entered into a 24-month revolving credit facility in the second
quarter of fiscal 2002 in the amount of US$20,000. Borrowings under this
facility were collateralized by a substantial portion of the Companys
assets and bore interest at a variable rate with a minimum of 9.75%. There
was no drawdown under this credit facility, and it was terminated by the
Company in March 2002.
|  
|11 |  | Long-term debt                                                                                                                                                                                                                                                                                                                                                                                        

|                                                                                                            |                                                                                                                                                                                         |  |           |       |      |  |        |       | 
|----------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----- | ---- |  | ------ | ----- | 
|                                                                                                            |                                                                                                                                                                                         |  | April 30,
|                                                                                                            |                                                                                                                                                                                         |  |          
|                                                                                                            |                                                                                                                                                                                         |  | 2003      |       | 2002
|                                                                                                            |                                                                                                                                                                                         |  | $         |       | $   
|Collateralized loans                                                                                        |                                                                                                                                                                                         |  |           |       |      |  |        |      
|                                                                                                            | Euro loans bearing interest ranging from
4.10% to 6.50% per annum, repayable until
fiscal 2004 (2002 - until fiscal 2005),
collateralized by certain assets of the
borrowing subsidiary |  |           | 16    |      |  |        | 1,039 | 
|                                                                                                            | Sterling loans, bearing interest at 2.00%
above bank base rate per annum, repayable
in full in fiscal 2007, collateralized by
real properties                                           |  |           | 3,590 |      |  |        | 5,252 | 
|Uncollateralized loans                                                                                      |                                                                                                                                                                                         |  |           |       |      |  |        |      
|                                                                                                            | Euro loans bearing interest at 4.10% to
4.60% per annum, repayable until fiscal
2005                                                                                                    |  |           | 517   |      |  |        |      | 
|                                                                                                            | Sterling loans, bearing interest at a
variable rate of 1.10% above bank base
rate per annum, repayable until fiscal
2003                                                                |  |           |      |      |  |        | 106   | 
|Capital lease obligations bearing interest
between 4.75% and 8.00% (2002 - 5.00% and 8.29%),
uncollaterized |                                                                                                                                                                                         |  | 4,907     |       |      |  | 5,544  |      
|                                                                                                            |                                                                                                                                                                                         |  |           |       |      |  |        |      
|                                                                                                            |                                                                                                                                                                                         |  | 9,030     |       |      |  | 11,941 |      
|Less: Current portion                                                                                       |                                                                                                                                                                                         |  | 1,050     |       |      |  | 1,987  |      
|                                                                                                            |                                                                                                                                                                                         |  |           |       |      |  |        |      
|Long-term debt                                                                                              |                                                                                                                                                                                         |  | 7,980     |       |      |  | 9,954  |      
|                                                                                                            |                                                                                                                                                                                         |  |           |       |      |  |        |      

F-21



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |                                                                         
| | ------------------------------------------------------------------------
| | The interest expense on long-term debt and interest paid are as follows:

|                                                           |  |                       |     |      |  |      |       |  |  |  |       | 
|---------------------------------------------------------- |  | --------------------- | --- | ---- |  | ---- | ----- |  |  |  | ----- | 
|                                                           |  | Years ended April 30,
|                                                           |  |                      
|                                                           |  | 2003                  |     | 2002 |  | 2001
|                                                           |  | $                     |     | $    |  | $   
|Interest expense on long-term debt                         |  |                       | 412 |      |  |      | 676   |  |  |  | 987   | 
|Cash interest paid on long-term
and short-term obligations |  |                       | 704 |      |  |      | 2,990 |  |  |  | 8,775 | 
|                                                           |  |                       |     |      |  |      |       |  |  |  |       | 



| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | The capital repayments required on the Companys total long-term obligations
as at April 30, 2003 are as follows:

|                    |  |   |       | 
|------------------- |  | - | ----- | 
|                    |  | $
|                    |  |  
|2004                |  |   | 1,050 | 
|2005                |  |   | 526   | 
|2006                |  |   | 526   | 
|2007                |  |   | 4,159 | 
|2008                |  |   | 692   | 
|2009 and subsequent |  |   | 2,077 | 
|                    |  |   |       | 
|                    |  |   | 9,030 | 
|                    |  |   |       | 



|12 |  | Redeemable preferred shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In connection with the acquisition of Extensity, Cage Acquisition Inc.
(Cage), a subsidiary of Geac, issued 25,000 shares of non-voting, redeemable
preferred stock for US$2.00 per share to a third party on December 11, 2002.
The holders of redeemable preferred stock are entitled to receive a fixed
dividend of 12% per year, being paid semi-annually on May 15 and December
15. The dividends are cumulative and payable in arrears. The preferred
dividend payments have been accrued from the issue date to April 30, 2003
and charged as a reduction to additional paid-in capital within
shareholders equity.
|  
|   |  | The preferred shares are redeemable after the 60-month anniversary of the
issue date, either at the option of the Company by paying in cash US$2.02
plus all accrued but unpaid dividends thereon for each share of preferred
stock up to and including the date fixed for redemption, or at the option of
the holder of preferred stock, at a cash redemption price of US$2.00 plus
all accrued but unpaid dividends thereon for each share of preferred stock.                                                                                                                                                           
|  
|   |  | In the event of (i) any liquidation, dissolution or winding up of Cage, (ii)
the sale, lease, assignment, transfer, conveyance or disposal of all or
substantially all of the assets of Cage, or (iii) acquisition, merger or
reorganization of Cage by another entity in which neither Cage nor Geac has
at least a majority of the voting power of the successor entity, the
preferred stockholders are entitled to receive US$2.00 for each share of
preferred stock they held, plus all accrued but unpaid dividends.                                                                                                  
|  
|   |  | The merger agreement provided for the acquisition of Extensity by Geac
through the merger of Cage into Extensity. The preferred shares of Cage were
converted in the merger into preferred shares of Extensity having equivalent
rights and privileges, and remain outstanding in the hands of the third
party after the merger.                                                                                                                                                                                                                                                                                           

F-22



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|13 |  | Commitments and contingencies                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company has operating leases on rental equipment for varying terms up to
a maximum of five years, leases on vehicles for varying terms up to a
maximum of 4 years, and has entered into leases for the rental of premises
for varying terms up to a maximum of 12 years. Aggregate lease payments in
each of the next five years, beginning with the year ending April 30, 2004,
are as follows:

|                    |  |   |        | 
|------------------- |  | - | ------ | 
|                    |  | $
|2004                |  |   | 23,094 | 
|2005                |  |   | 19,337 | 
|2006                |  |   | 13,228 | 
|2007                |  |   | 4,209  | 
|2008                |  |   | 2,240  | 
|2009 and subsequent |  |   | 4,282  | 
|                    |  |   |        | 
|                    |  |   | 66,390 | 
|                    |  |   |        | 



| |                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The operating lease expense incurred in fiscal
2003 was $24,374 (2002  $29,423; 2001  $28,804).                                                                                                                                                                  
|
| | The Company has capital leases on assets (notes 5 and 11) for varying terms
up to a maximum of 8 years. Aggregate lease payments on assets held under
capital leases in each of the next five years, beginning with the year
ending April 30, 2004, are as follows:

|                                                    |  |   |       | 
|--------------------------------------------------- |  | - | ----- | 
|                                                    |  | $
|                                                    |  |  
|2004                                                |  |   | 910   | 
|2005                                                |  |   | 809   | 
|2006                                                |  |   | 807   | 
|2007                                                |  |   | 807   | 
|2008                                                |  |   | 807   | 
|2009 and subsequent                                 |  |   | 2,422 | 
|                                                    |  |   |       | 
|                                                    |  |   | 6,562 | 
|Less: Imputed interest on capital lease obligations |  |   | 1,655 | 
|                                                    |  |   |       | 
|                                                    |  |   | 4,907 | 
|                                                    |  |   |       | 



| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As at April 30, 2003, letters of credit and bank guarantees are outstanding
for approximately $3,923 (2002  $2,432; 2001  $2,611). The Company is
potentially liable for approximately $179 (2002  $3,128;
2001  $3,134) of performance bonds, which are routinely issued on its
behalf by financial institutions in connection with outstanding contracts
with various public sector customers.

F-23



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | Customer indemnification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | From time to time, the Company agrees to indemnify its customers against
liability if the Companys products infringe a third partys intellectual
property rights. As of April 30, 2003, the Company was not subject to any
pending litigation alleging that the Companys products infringe the
intellectual property rights of any third parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Geac, in the normal course of business, is subject to legal proceedings
brought against it and its subsidiaries, including several that are not
described below. Such proceedings may be the result of disputes over, among
other things, contracts, alleged torts, real estate, insurance, employee
relations, or intellectual property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | In May 2001, Cels Enterprises,
Inc., filed a complaint in the United States
District Court for the Central District of California against Geac Computer
Corporation Limited and its subsidiary Geac Enterprise Solutions, Inc.
(GES). GES is the successor to JBA Holdings plc, a company acquired by GEAC
in 1999 (JBA). The complaint alleged that JBA software supplied to Cels by
Geac was experimental and did not work. The software product in question,
which was part of JBAs product offering prior to the acquisition, is no
longer sold by Geac. Cels claimed damages of US$28.3 million. In August
2003, the jury returned a verdict against GES awarding Cels US$1.8 million
in compensatory damages and US$2.3 million in punitive damages, and a
judgment was entered. Either party may appeal the judgment. At April
30, 2003, Geac had accrued US$2.0 million in respect of the Cels claim. Geac
increased the amount of this reserve to US$4.1 million at July 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Extensity, a subsidiary acquired by Geac in March 2003, is subject to a
class action suit which alleges that Extensity, certain of its officers and
directors (who are no longer employed by Geac), and the underwriters of its initial public offering in January
2000 violated the federal securities laws of the United States. The parties
have submitted a settlement proposal and are awaiting court approval of the
proposal. Such approval is expected in late 2003 to early 2004. If the
proposed settlement is not approved, in view of the fact that
Extensity is a corporate defendant, this action may divert the efforts and
attention of Geacs management and, if determined adversely, could have a
material impact on Geacs, business, financial position, results of
operations and cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | On
March 21, 2002, Grace Consulting, Inc. (Grace), a provider of software
maintenance and consulting services, filed a lawsuit against GES and Geac
Computer Corporation Limited claiming antitrust violations and seeking
approximately US$75 million in damages. Grace alleged that Geac
was attempting to monopolize the market for maintenance services in
certain Geac products by filing a copyright infringement suit against
Grace and by taking other measures to prevent Grace from providing
software maintenance services through the infringement of Geacs
copyrights. Geac believes this lawsuit is based on
facts and circumstances substantially similar to Graces claims in an earlier
lawsuit. In 1995, before its acquisition by Geac, Dun & Bradstreet Software
Services, Inc. filed a complaint against Grace claiming copyright
infringement. Grace asserted counterclaims against Dun & Bradstreet
Software Services, Inc. for copyright misuse, tortious interference
with contract, and breach of contract. On September 24, 2002, the United States
Circuit Court of Appeals for the Third Circuit issued an opinion in
Geacs copyright infringement suit against Grace, finding that
Graces maintenance services infringed Geacs copyrights,
reinstating Geacs claims against Grace for misappropriation of
trade secrets, and affirming the dismissal of Graces
counterclaims for copyright misuse, tortious interference with contractual relations,
and breach of contract. Grace sought review by the United States
Supreme Court, but such review was denied. Grace has ceased doing
business. In light of the Third Circuits decision, Geac
believes that the claims raised in Graces March 2002 antitrust
action are without merit because the claims raised in that suit were
dependent upon Graces maintenance services not infringing
Geacs copyrights. However, there can be no
assurance that Geac will be successful in defending against these new claims.

F-24



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | The ultimate outcome of these, and other, matters cannot currently be
determined, nor, except as stated above, can the liability that could
potentially result from a negative outcome in each case currently be
reasonably estimated. In the event of a negative outcome, the liability that
Geac may ultimately incur with respect to any of these matters may be in
excess of amounts currently accrued with respect to such matters and, as a
result, these matters may be material.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14 |  | Share capital
|-- |  | -------------



| |  | The Company is authorized to issue an unlimited number of common shares,
with no par value, and an unlimited number of preference shares, with no par
value, issuable in series.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In March 2003, the Company acquired Extensity. Under the terms of the merger
agreement, Extensity shareholders were able to elect to receive, for each
share of Extensity common stock, 0.627 of a Geac common share or US$1.75 in
cash. In connection with this transaction, the Company issued 932,736 common
shares at a value of $4.13 per share, which is determined based on an
average market price of Geac during three days prior to the closing of the
acquisition. The issued share capital of $3,852 was offset by the issuance
costs incurred in the transaction. In accordance with the terms of the
merger agreement, the Company assumed all of the Extensitys outstanding
options on the closing date of March 6, 2003. The fair value of $240 of the
assumed options was recognized as part of the share capital of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | In May 2001, the Company entered into an agreement with a syndicate of
underwriters led by CIBC World Markets Inc. under which the underwriters
agreed to buy 10 million units via special warrants. Each unit consisted of
one common share plus one half of a common share purchase warrant, and the
units were issued at $2.00 per unit, for aggregate proceeds of $20,000. The
net proceeds after underwriters fees and other issue expenses were $17,885.
On August 1, 2001, the 10 million special warrants were exercised, which
resulted in the issuance of 10 million common shares and 5 million common
share purchase warrants and an increase in share capital in the amount of
$16,135. The purchase warrants were recorded at their fair value of $1,750.
Each full common share purchase warrant entitled the purchaser to acquire a
common share of the Company for $2.75 at any time up to 18 months from the
close of the offering on June 29, 2001. During the second and third quarters
of fiscal 2003, all 5 million purchase warrants were exercised. As a result
of this exercise, share capital increased by $13,750 and the fair value of
purchase warrants of $1,750 was reclassified and recognized as part of the
issued share capital.

F-25



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | The Company also completed another equity financing on September 27, 2001.
The sale of 6 million common shares at $4.50 per share raised gross proceeds
of $27,000. The net proceeds after commissions and other issue expenses were
$24,775.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Stock ownership plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | An Employee Stock Ownership Plan (ESOP), under which employees could make
quarterly purchases of shares of the Company at a 10% discount from the
lower of the weighted average market price of the shares during the fiscal
quarter or the average market closing price during the last five business
days in the quarter, has been in existence since 1984. After 28,387 shares
were issued under the ESOP, on July 31, 2001, the Company replaced the ESOP
with an amended and restated Employee Stock Purchase Plan (ESPP) with
similar terms effective August 1, 2001. The maximum number of shares
available for issuance to plan members under the ESPP is 600,000, which
excludes the number of shares issued under the ESOP. During fiscal 2003,
39,646 (2002  65,295) shares were issued to employees at a weighted average
price of $3.57 (2002  $3.49) per share. The aggregate number of shares
available to be issued under the ESPP as at April 30, 2003 is 523,446 (2002
 563,092). The Companys share capital account was credited for $141 (2002
 $228) for cash received from employees for purchases of shares under the
ESOP.                                                                                                                                                         
|
| |  | Stock option plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Options have been granted to employees, directors, and executive officers to
purchase common shares at or above the prevailing market price at the time
of the grant under the Companys two stock option plans (the Option
Plans). Options under the Option Plans usually vest over three to four
years and expire ten years from the date granted. Options are no longer granted under Geacs Stock Plan V. Geacs Stock Plan VI, as
amended through April 30, 2003, provided for the issuance of up to 9.2
million common shares upon exercise of options granted or to be granted
under the plan. The
plan also provided that options for up to an additional 1.4 million shares
could be granted to employees or officers of Geacs newly acquired
subsidiary, Extensity, provided that such options were granted on or before
April 7, 2003. In connection with the Extensity acquisition, 175,768 options
were issued to replace outstanding options of Extensity and 958,320
additional options were granted on March 25, 2003, to employees and officers
of Extensity, which vest over three years and expire in ten years after the
date of grant. As at April 30, 2003, the total number of common shares still
available to be issued under Stock Option Plan VI was 1,977,097 (2002  1,584,597).

F-26



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | An analysis of the stock options outstanding under the Option Plans and
other arrangements is as follows:
| |  | ---------------------------------------------------------------------------------------------------------

|                                                                     |  |            |       |          |  |            |       |          |  |             |        |          |  |  |       |  |  |          |        |   |  |  |       | 
|-------------------------------------------------------------------- |  | ---------- | ----- | -------- |  | ---------- | ----- | -------- |  | ----------- | ------ | -------- |  |  | ----- |  |  | -------- | ------ | - |  |  | ----- | 
|                                                                     |  | 2003       |       | 2002     |  | 2001      
|                                                                     |  |            |       |          |  |           
|                                                                     |  |            |       |          |  | Weighted   |       |          |  |             |        | Weighted |  |  |       |  |  | Weighted
|                                                                     |  |            |       |          |  | average    |       |          |  |             |        | average  |  |  |       |  |  | average 
|                                                                     |  | Number     |       | exercise |  | Number     |       | exercise |  | Number      |        | exercise
|                                                                     |  | of options |       | price    |  | of options |       | price    |  | of options  |        | price   
|                                                                     |  |            |       | $        |  |            |       | $        |  |             |        | $       
|                                                                     |  | (000s of  |       |          |  | (000s of  |       |          |  | (000s      |        |         
|                                                                     |  | options)   |       |          |  | options)   |       |          |  | of options) |        |         
|Outstanding  Beginning
of year                                      |  |            | 6,492 |          |  |            | 9.64  |          |  |             | 6,627  |          |  |  | 13.40 |  |  |          | 5,427  |   |  |  | 23.53 | 
|Options granted                                                      |  |            | 2,404 |          |  |            | 4.39  |          |  |             | 2,671  |          |  |  | 4.82  |  |  |          | 2,878  |   |  |  | 8.62  | 
|Options exercised                                                    |  |            | (20   | )        |  |            | 2.89  |          |  |             | (49    | )        |  |  | 3.47  |  |  |          | (5     | ) |  |  | 18.25 | 
|Options expired                                                      |  |            | (974  | )        |  |            | 14.48 |          |  |             | (1,625 | )        |  |  | 15.52 |  |  |          | (483   | ) |  |  | 18.50 | 
|Options forfeited                                                    |  |            | (688  | )        |  |            | 11.27 |          |  |             | (1,132 | )        |  |  | 11.98 |  |  |          | (1,190 | ) |  |  | 20.28 | 
|                                                                     |  |            |       |          |  |            |       |          |  |             |        |          |  |  |       |  |  |          |        |   |  |  |       | 
|Outstanding  End of year                                            |  |            | 7,214 |          |  |            | 7.10  |          |  |             | 6,492  |          |  |  | 9.64  |  |  |          | 6,627  |   |  |  | 13.40 | 
|                                                                     |  |            |       |          |  |            |       |          |  |             |        |          |  |  |       |  |  |          |        |   |  |  |       | 
|Weighted average exercise price of
options exercisable  End of year |  |            |       |          |  |            | 9.83  |          |  |             |        |          |  |  | 13.01 |  |  |          |        |   |  |  | 13.94 | 



| |  | The Companys share capital account was credited with $56 (2002  $169; 2001
- $91) for cash received from employees upon the exercise of stock options.                                                                                                                                                                       
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | During fiscal 2002, the Company extended the contractual life of 96,750
options. During fiscal 2001, 1,701 options were repriced from a weighted
average price of $27.24 to $9.32 and the Company extended the contractual
life of 576 options. In fiscal 2003, the Company did not extend the
contractual life of any options.

|              |              |             |         |                     |           |                     |     |             |     |             |       |          |      |          |         |           |           |          |     |     |     |  |       |      |      | 
|------------- | ------------ | ----------- | ------- | ------------------- | --------- | ------------------- | --- | ----------- | --- | ----------- | ----- | -------- | ---- | -------- | ------- | --------- | --------- | -------- | --- | --- | --- |  | ----- | ---- | ---- | 
|              |              |             |         | Options outstanding |           | Options exercisable
|              |              |             |         |                     |           |                    
|              |              |             |         |                     |           |                     |     | Weighted    |     |             |       |          |      |          |         |           |           | Weighted |     |     |     | 
|              |              |             |         | Number              |           | average             |     | Weighted    |     | Number      |       | average  |      | Weighted
|Range of      |              | outstanding |         | remaining           |           | average             |     | outstanding |     | remaining   |       | average 
|exercise      |              | as at       |         | contractual         |           | exercise            |     | as at       |     | contractual |       | exercise
|prices        |              | April 30,   |         | life                |           | price               |     | April 30,   |     | life        |       | price   
|$             |              | 2003        |         | (years)             |           | $                   |     | 2002        |     | (years)     |       | $       
|              |              | 0.38 - 3.52 |         |                     | 1,509,768 |                     |     |             | 8.0 |             |       |          | 2.82 |          |         |           | 518,142   |          |     |     | 7.6 |  |       |      | 2.85 | 
|              |              | 4.24 - 4.83 |         |                     | 2,543,320 |                     |     |             | 9.5 |             |       |          | 4.56 |          |         |           | 98,750    |          |     |     | 8.8 |  |       |      | 4.78 | 
|              |              | 6.37 - 9.32 |         |                     | 2,609,250 |                     |     |             | 6.6 |             |       |          | 8.18 |          |         |           | 2,063,750 |          |     |     | 6.3 |  |       |      | 8.10 | 
|10.15 - 29.25 |              |             | 367,000 |                     |           |                     | 3.3 |             |     |             | 20.60 |          |      |          | 355,250 |           |           |          | 3.2 |     |     |  | 20.50 |     
|32.92 - 41.25 |              |             | 185,000 |                     |           |                     | 3.6 |             |     |             | 35.11 |          |      |          | 152,500 |           |           |          | 3.5 |     |     |  | 35.52 |     
|              |              |             |         |                     |           |                     |     |             |     |             |       |          |      |          |         |           |           |          |     |     |     |  |       |     
|              | 0.38 - 41.25 |             |         | 7,214,338           |           |                     |     | 7.7         |     |             |       | 7.10     |      |          |         | 3,188,392 |           |          |     | 6.1 |     |  |       | 9.83 |     
|              |              |             |         |                     |           |                     |     |             |     |             |       |          |      |          |         |           |           |          |     |     |     |  |       |     

F-27



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | The per share weighted average exercise price and fair value of stock
options or awards granted in fiscal 2003, at the date of grant, are as
follows:
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|                         |  |                |      |            |  |  |      | 
|------------------------ |  | -------------- | ---- | ---------- |  |  | ---- | 
|                         |  | Exercise price |      | Fair value
|Stock option             |  | $              |      | $         
|In-the-money options     |  |                | 2.61 |            |  |  | 2.20 | 
|At-the-money options     |  |                | 4.69 |            |  |  | 3.41 | 
|Out-of-the-money options |  |                | 4.34 |            |  |  | 3.04 | 



|   |  | In-the-money options are defined as the options with an exercise price less
than the market price of the stock on the grant date of the options.
At-the-money options are defined as the options with an exercise price
the same as the market price of the stock on the grant date of the
options. Out-of-the-money options are defined as the options with an
exercise price more than the market price of the stock on the grant
date of the options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Shareholder protection rights plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | Pursuant to the Companys Shareholder Protection Rights Plan (the Plan), on
March 15, 2000, the board of directors of the Company authorized the
issuance of one right (a Right) for each common share that was outstanding
on that date or issued subsequently. Generally, each Right, except for
Rights owned by an acquiring person (as defined in the Plan) will, if
certain events occur, constitute the right to purchase from the Company, on
payment of the exercise price, that number of common shares of the Company
having an aggregate market price equal to twice the exercise price, subject
to adjustment in certain circumstances. Prior to the separation time (as
defined in the Plan), the exercise price for a Right is equal to three times
the market price from time to time. After the separation time, the exercise
price is three times the market price at the separation time. The Rights
become exercisable after the separation time, which generally occurs ten
days after a person acquires beneficial ownership of or announces an
intention to acquire 20% or more of the voting securities of the Company
unless the board of directors determines that it should be a later date.
Until the separation time, the Rights trade together with the existing
common shares. Unless extended, the Plan will expire on the date of the
annual meeting of the Company in 2006, subject to earlier termination in
certain circumstances. The board of directors may, in certain circumstances,
redeem outstanding Rights at a redemption price of $0.001 per Right.
|  
|15 |  | Financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | Financial instruments included in the consolidated balance sheets consist of
cash and cash equivalents, accounts receivable, unbilled receivables,
accounts payable and accrued liabilities, and long-term debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| | a) |  | Fair values of financial assets and liabilities                                                                                                                                                                                                                                                                                                                                                      
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | The fair values of accounts receivable, unbilled receivables, and
accounts payable and accrued liabilities approximate their carrying
values because of the short-term maturity of those instruments. As at
April 30, 2003, there is no significant difference between the carrying
value and the fair value of long-term debt. The Company is not a party to
any significant derivative instruments.

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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| | b) |  | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | The Company is subject to credit risk for billed and unbilled receivables
and cash and cash equivalents. Receivables are from customers in many
diverse industries and are subject to normal industry credit risks. The
Company places its temporary excess cash in high-quality, short-term
financial instruments issued or guaranteed by major financial
institutions in the countries in which it operates or in similar low-risk
instruments.
|
| | c) |  | Interest rate risk                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |    |  | The Company is subject to interest rate risk on its floating rate
long-term debt. The annual increase or decrease in interest expense for
each one percentage change in interest rates on the floating rate debt as
at April 30, 2003, is $36 (2002  $54).                                                                                                                                                                                      
|
| | d) |  | Foreign exchange risk                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |    |  | The Company is subject to foreign exchange risk because most of its
business is transacted in currencies other than Canadian dollars.
Accordingly, most of its financial instruments are denominated in foreign
currencies. The amount of the net risk fluctuates in the normal course of
business, as transactions in various jurisdictions are concluded.                                                                                      



|16 |  | Weighted average number of common shares outstanding                                                                                                                                                                                            
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The following table summarizes the reconciliation of the basic weighted
average number of shares outstanding and the diluted weighted average number
of shares outstanding used in the diluted net earnings (loss) (EPS) per
share calculations:

|                                                      |  |                       |        |         |  |         |        |  |  |  |        | 
|----------------------------------------------------- |  | --------------------- | ------ | ------- |  | ------- | ------ |  |  |  | ------ | 
|                                                      |  | Years ended April 30,
|                                                      |  |                      
|                                                      |  | 2003                  |        | 2002    |  | 2001   
|                                                      |  | (000s)               |        | (000s) |  | (000s)
|Basic weighted average number of
shares outstanding   |  |                       | 80,152 |         |  |         | 73,130 |  |  |  | 62,068 | 
|Stock options and warrants                            |  |                       | 1,543  |         |  |         | 2,654  |  |  |  | 122    | 
|                                                      |  |                       |        |         |  |         |        |  |  |  |        | 
|Diluted weighted average number
of shares outstanding |  |                       | 81,695 |         |  |         | 75,784 |  |  |  | 62,190 | 
|                                                      |  |                       |        |         |  |         |        |  |  |  |        | 



| |  | The diluted net loss per share for the year ended April 30, 2001 was the
same as the basic net loss per share, since the dilutive effect of stock
options was not included in the calculation, otherwise the effect would be
anti-dilutive. Accordingly, the diluted EPS for fiscal 2001 was calculated
using 62,068 shares.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|17 |  | Segmented information                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company reports segmented information according to SFAS No. 131,
Segment Disclosures.This standard requires segmentation based on the way
management organizes segments for monitoring performance.                                                                                                                                                                                                                                                                
|  
|   |  | The Company operates the following business segments, which have been
segregated based on product offerings, reflecting the way that management
organizes the segments within the business for making operating decisions
and assessing performance.                                                                                                                                                                                                                     
|  
|   |  | Enterprise Applications Systems (EAS)offer software solutions, which
include cross-industry enterprise business applications for financial
administration and human resource functions, and enterprise resource
planning applications for manufacturing, distribution, and supply chain
management.                                                                                                                                                                      
|  
|   |  | Industry-Specific Applications (ISA)products include applications for the
real estate, construction, banking, hospitality, and publishing
marketplaces, as well as a range of applications for libraries and public
safety administration.                                                                                                                                                                                                                               
|  
|   |  | Accounting policies for the operating segments are the same as those
described in note 2. There are no significant inter-segment revenues.
Segment assets consist of working capital items, excluding cash and cash
equivalents. Cash and cash equivalents are considered to be corporate
assets. Property, plant and equipment are typically shared by operating
segments and those assets are managed by geographic region, rather than
through the operating segments.

|                     |                      |  |                           |         |     |  |         |         |  |  |         |         | 
|-------------------- | -------------------- |  | ------------------------- | ------- | --- |  | ------- | ------- |  |  | ------- | ------- | 
|                     |                      |  | Year ended April 30, 2003
|                     |                      |  |                          
|                     |                      |  | EAS                       |         | ISA |  | Total  
|                     |                      |  | $                         |         | $   |  | $      
|Revenues             |                      |  |                           |         |     |  |         |         |  |  |         |        
|                     | Software             |  |                           | 62,132  |     |  |         | 13,570  |  |  |         | 75,702  | 
|                     | Support and services |  |                           | 379,321 |     |  |         | 121,376 |  |  |         | 500,697 | 
|                     | Hardware             |  |                           | 38,060  |     |  |         | 9,208   |  |  |         | 47,268  | 
|                     |                      |  |                           |         |     |  |         |         |  |  |         |        
|Total revenues       |                      |  | 479,513                   |         |     |  | 144,154 |         |  |  | 623,667 |        
|Segment contribution |                      |  | 107,357                   |         |     |  | 11,227  |         |  |  | 118,584 |        
|Segment assets       |                      |  | 72,505                    |         |     |  | 21,220  |         |  |  | 93,725  |        

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Geac Computer Corporation LimitedNotes to Consolidated Financial Statements

---

|                     |                      |  |                           |         |     |  |         |         |  |  |         |         | 
|-------------------- | -------------------- |  | ------------------------- | ------- | --- |  | ------- | ------- |  |  | ------- | ------- | 
|                     |                      |  | Year ended April 30, 2002
|                     |                      |  |                          
|                     |                      |  | EAS                       |         | ISA |  | Total  
|                     |                      |  | $                         |         | $   |  | $      
|Revenues             |                      |  |                           |         |     |  |         |         |  |  |         |        
|                     | Software             |  |                           | 62,758  |     |  |         | 20,960  |  |  |         | 83,718  | 
|                     | Support and services |  |                           | 428,468 |     |  |         | 152,392 |  |  |         | 580,860 | 
|                     | Hardware             |  |                           | 40,104  |     |  |         | 11,852  |  |  |         | 51,956  | 
|                     |                      |  |                           |         |     |  |         |         |  |  |         |        
|Total revenues       |                      |  | 531,330                   |         |     |  | 185,204 |         |  |  | 716,534 |        
|Segment contribution |                      |  | 105,667                   |         |     |  | 14,063  |         |  |  | 119,730 |        
|Segment assets       |                      |  | 75,260                    |         |     |  | 18,221  |         |  |  | 93,481  |        

|                     |                      |  |                           |  |  |  |         |         |     |  |         |         |  |  |         |         | 
|-------------------- | -------------------- |  | ------------------------- |  |  |  | ------- | ------- | --- |  | ------- | ------- |  |  | ------- | ------- | 
|                     |                      |  | Year ended April 30, 2001
|                     |                      |  |                          
|                     |                      |  |                           |  |  |  | EAS     |         | ISA |  | Total  
|                     |                      |  |                           |  |  |  | $       |         | $   |  | $      
|Revenues             |                      |  |                           |  |  |  |         |         |     |  |         |         |  |  |         |        
|                     | Software             |  |                           |  |  |  |         | 65,145  |     |  |         | 26,247  |  |  |         | 91,392  | 
|                     | Support and services |  |                           |  |  |  |         | 480,374 |     |  |         | 190,203 |  |  |         | 670,577 | 
|                     | Hardware             |  |                           |  |  |  |         | 51,120  |     |  |         | 23,282  |  |  |         | 74,402  | 
|                     |                      |  |                           |  |  |  |         |         |     |  |         |         |  |  |         |        
|Total revenues       |                      |  |                           |  |  |  | 596,639 |         |     |  | 239,732 |         |  |  | 836,371 |        
|Segment contribution |                      |  |                           |  |  |  | 88,559  |         |     |  | (2,952  | )       |  |  | 85,607  |        
|Segment assets       |                      |  |                           |  |  |  | 68,903  |         |     |  | 50,509  |         |  |  | 119,412 |        



| |  | Reconciliation of segment contribution to income from operations before income taxes
| |  | ------------------------------------------------------------------------------------

|                                                    |  |                      |         |      |  |      |         |   |  |  |          |  
|--------------------------------------------------- |  | -------------------- | ------- | ---- |  | ---- | ------- | - |  |  | -------- | -
|                                                    |  | Year ended April 30,
|                                                    |  |                     
|                                                    |  | 2003                 |         | 2002 |  | 2001
|                                                    |  | $                    |         | $    |  | $   
|Segment contribution                                |  |                      | 118,584 |      |  |      | 119,730 |   |  |  | 85,607   |  
|Investment tax credits                              |  |                      |        |      |  |      | 1,400   |   |  |  | 1,350    |  
|Corporate expenses  net of recharges               |  |                      | (8,939  | )    |  |      | (5,441  | ) |  |  | (17,431  | )
|Amortization of goodwill                            |  |                      |        |      |  |      |        |   |  |  | (58,129  | )
|Amortization of intangible assets                   |  |                      | (1,633  | )    |  |      | (1,738  | ) |  |  | (61,752  | )
|Interest income (expense), net                      |  |                      | 1,297   |      |  |      | (1,621  | ) |  |  | (12,644  | )
|Foreign exchange                                    |  |                      | (4,156  | )    |  |      | 648     |   |  |  | (6,075   | )
|Gain on disposal of business                        |  |                      |        |      |  |      | 5,073   |   |  |  | 97,300   |  
|Net restructuring and other unusual
items (note 18) |  |                      | (5,164  | )    |  |      | (45,861 | ) |  |  | (295,943 | )
|Goodwill impairment                                 |  |                      | (12,556 | )    |  |      |        |   |  |  |         |  
|                                                    |  |                      |         |      |  |      |         |   |  |  |          |  
|Income (loss) from operations before income taxes   |  |                      | 87,433  |      |  |      | 72,190  |   |  |  | (267,717 | )
|                                                    |  |                      |         |      |  |      |         |   |  |  |          |  

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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | Reconciliation of segment assets to total Company assets
| |  | --------------------------------------------------------

|                                     |  |           |         |      |  |  |         | 
|------------------------------------ |  | --------- | ------- | ---- |  |  | ------- | 
|                                     |  | April 30,
|                                     |  |          
|                                     |  | 2003      |         | 2002
|                                     |  | $         |         | $   
|Segment assets                       |  |           | 93,725  |      |  |  | 93,481  | 
|Goodwill                             |  |           | 104,667 |      |  |  | 97,324  | 
|Intangible assets                    |  |           | 16,013  |      |  |  | 424     | 
|Property, plant and equipment        |  |           | 36,768  |      |  |  | 47,679  | 
|Future income taxes                  |  |           | 56,259  |      |  |  | 78,581  | 
|Cash and cash equivalents            |  |           | 128,755 |      |  |  | 115,449 | 
|Restricted cash and cash equivalents |  |           | 3,433   |      |  |  | 5,220   | 
|Other unallocated assets             |  |           | 12,432  |      |  |  | 10,230  | 
|                                     |  |           |         |      |  |  |         | 
|Total assets                         |  |           | 452,052 |      |  |  | 448,388 | 
|                                     |  |           |         |      |  |  |         | 



| |  | Geographical information
| |  | ------------------------

|               |  |         |         |          |  |             |         |          |  |  |         |             |  |  |         | 
|-------------- |  | ------- | ------- | -------- |  | ----------- | ------- | -------- |  |  | ------- | ----------- |  |  | ------- | 
|               |  | 2003    |         | 2002    
|               |  |         |         |         
|               |  |         |         |          |  | Property,   |         |          |  |  |         | Property,  
|               |  |         |         |          |  | plant and   |         |          |  |  |         | plant and  
|               |  |         |         |          |  | equipment,  |         |          |  |  |         | equipment, 
|               |  |         |         |          |  | intangible  |         |          |  |  |         | intangible 
|               |  |         |         |          |  | assets, and |         |          |  |  |         | assets, and
|               |  | Revenue |         | goodwill |  | Revenue     |         | goodwill
|               |  | $       |         | $        |  | $           |         | $       
|Canada         |  |         | 19,418  |          |  |             | 10,304  |          |  |  | 25,464  |             |  |  | 29,246  | 
|U.S.A.         |  |         | 306,466 |          |  |             | 118,507 |          |  |  | 380,008 |             |  |  | 89,310  | 
|United Kingdom |  |         | 105,034 |          |  |             | 6,923   |          |  |  | 105,774 |             |  |  | 9,772   | 
|France         |  |         | 83,127  |          |  |             | 9,633   |          |  |  | 83,652  |             |  |  | 3,451   | 
|Australia      |  |         | 27,111  |          |  |             | 1,665   |          |  |  | 32,844  |             |  |  | 2,625   | 
|All other      |  |         | 82,511  |          |  |             | 10,416  |          |  |  | 88,792  |             |  |  | 11,023  | 
|               |  |         |         |          |  |             |         |          |  |  |         |             |  |  |         | 
|               |  |         | 623,667 |          |  |             | 157,448 |          |  |  | 716,534 |             |  |  | 145,427 | 
|               |  |         |         |          |  |             |         |          |  |  |         |             |  |  |         | 



| |  | Revenues in the above tables are based on the location of the sales
organization, which reflects the location of the customers to which sales
are made. Revenues are derived from the licensing of software and the
provision of related support and consulting services.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|18 |  | Net restructuring and other unusual items                                                                                                                                             
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In fiscal 2003, the Company recorded $5,164 of net restructuring and other
unusual items, which is composed of gross charges of $11,251, net of credits
of $6,087, as discussed below:



| |  |  | A charge of $2,807 for severance relating to the restructuring of
the Companys business in North America. This charge relates to 162
employees terminated in the fourth quarter. These employees are
primarily from the support and services, development and sales and
marketing areas. As at April 30, 2003, $764 of this amount had been
paid to 77 employees, leaving a balance of $2,043 related to 85
employees, to be paid over the next fiscal year. Further severance
charges of approximately $1,000 are expected to be incurred in fiscal
2004 related to additional actions under this restructuring.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | A net release of $471 relating to the fiscal 2002 restructuring
charge. This release comprises a net reduction in severance accruals of
$1,490 as a result of changes to the restructuring plan and attrition
of employees prior to their planned termination, a reduction in
premises rationalization of $2,447 for changes to the restructuring
plan, offset by an increase in premises rationalization accruals of
$3,466 for changes in estimated recoveries, and settlements related to
actions in the fiscal 2002 restructuring. The original fiscal 2002
restructuring charge included severance of $16,758 related to 643
employees, primarily from the support and services and general and
administrative areas. As at April 30, 2003, $13,037 of this amount had
been paid to 552 employees, leaving a balance of $2,231 to be paid over
the next fiscal year related to 69 employees. Of the premises
rationalization charge, $5,613 was paid by April 30, 2003, and the
balance of $9,683 will be recognized from May 1, 2003, through the end
of contractual lease obligations.
|
| |  |  | A charge of $4,978 for legal claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  |  | A credit of $2,150 primarily for the elimination of deferred
revenue from a fiscal 2000 acquisition based on revised estimates of
the acquired obligations. In addition to the adjustments affecting
income, acquisition-related accruals were reduced by $1,081 with a
corresponding reduction of goodwill of the related acquisition based on
managements determination that such accruals were no longer needed for
their originally intended purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| |  | In fiscal 2002, the Company recorded $45,861 of net restructuring and other
unusual items which is comprised of the following:
| |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | A charge of $34,814 for severance, premises rationalization, and
other costs related to restructuring of the Companys business
worldwide was recorded. This charge includes $16,758 for severance
costs related to 643 employees terminated in the fourth quarter and
planned to be terminated over the course of the next fiscal year. These
employees are primarily from the support and services, and general and
administrative areas. As at April 30, 2002, $1,588 of this amount had
been paid to 100 employees leaving a balance of $15,170 related to 543
employees, to be incurred over the next fiscal year. Of the $17,743
recorded for premises rationalization, $1,015 was paid by April 30,
2002.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | During the year, the Company reversed a total of $10,878 of accrued
liabilities and other excess provisions relating to prior years
acquisition-related accruals. The decision was based on managements
determination that such provisions were no longer needed for their
originally intended purpose. Of the total reversal, $6,911 related to
accrual estimates on certain 2000 acquisitions for which the majority
of                                                                                                                                                                                                                                                                                     

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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |   |  | goodwill and intangible assets were written down in 2001, and therefore
the reversal was recorded as a credit to income. The remaining balance of
$3,967, which also represents acquisition accruals, was written off as an
adjustment to goodwill related to that specific acquisition.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Asset writedown totalling $5,065.                                                                                                                                                                                                                                                       
|
| |  |  | A net charge of $5,321 for the settlement of legal claims primarily related to the acquisition of JBA.                                                                                                                                                                                  
|
| |  |  | A net charge of $4,647 for strategic planning costs.                                                                                                                                                                                                                                    
|
| |  |  | A charge of $2,925 for unamortized financing cost of a credit
facility that was terminated in March 2002.                                                                                                                                                                               



| |  | In fiscal 2001, the Company recorded $295,943 of net unusual items in respect of the following:
| |  | -----------------------------------------------------------------------------------------------



| |  |  | A writedown of $171,317 of goodwill and $81,514 of intangible assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | During 2001, the Company took steps to improve future profitability
through a comprehensive restructuring program, resulting in a $31,737
provision. Staff reductions, achieved through a combination of layoffs
and attrition accounted for $21,337, infrastructure cutbacks that
included premises rationalization amounted to $6,598, a writedown of
property, plant and equipment amounted to $3,634 and $168 was recorded
for other cost reduction measures. On an ongoing basis during the year,
businesses were sized to improve operating profits and cash flows.
|
| |  |  | A $11,375 provision for the settlement of legal claims, the
majority of which relate to contract disputes primarily related to the
acquisition of JBA.                                                                                                                                                                                                                                                                                                                                                                                                                   

F-34



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)

Activity related to the Companys restructuring plans, integration actions, and
Y2K transition costs, including provisions recorded prior to fiscal 2001, were
as follows:

|                                             |  |               |        |                |  |               |      |                      |  |          |        |       |  |  |         |   |  |  |        |   |  |  |         |  
|-------------------------------------------- |  | ------------- | ------ | -------------- |  | ------------- | ---- | -------------------- |  | -------- | ------ | ----- |  |  | ------- | - |  |  | ------ | - |  |  | ------- | -
|                                             |  |               |        |                |  |               |      |                      |  | Premises |        |       |  |  |         |   |  |  |        |   |  | 
|                                             |  | Legal matters |        | Y2K transition |  | restructuring |      | Workforce reductions |  | Other    |        | Total
|                                             |  | $             |        | $              |  | $             |      | $                    |  | $        |        | $    
|April 30, 2000 provision balance             |  |               | 1,046  |                |  |               | 231  |                      |  |          | 9,389  |       |  |  | 4,946   |   |  |  | 667    |   |  |  | 16,279  |  
|Fiscal 2001 provision additions              |  |               | 11,375 |                |  |               |     |                      |  |          | 6,598  |       |  |  | 22,243  |   |  |  | 2,809  |   |  |  | 43,025  |  
|Fiscal 2001 costs charged against provisions |  |               | (1,980 | )              |  |               | (231 | )                    |  |          | (5,582 | )     |  |  | (21,599 | ) |  |  | (2,706 | ) |  |  | (32,098 | )
|                                             |  |               |        |                |  |               |      |                      |  |          |        |       |  |  |         |   |  |  |        |   |  |  |         |  
|April 30, 2001 provision balance             |  |               | 10,441 |                |  |               |     |                      |  |          | 10,405 |       |  |  | 5,590   |   |  |  | 770    |   |  |  | 27,206  |  
|Fiscal 2002 provision additions              |  |               | 8,003  |                |  |               |     |                      |  |          | 17,743 |       |  |  | 17,036  |   |  |  |       |   |  |  | 42,782  |  
|Fiscal 2002 costs charged against provisions |  |               | (8,638 | )              |  |               |     |                      |  |          | (5,734 | )     |  |  | (6,196  | ) |  |  | (770   | ) |  |  | (21,338 | )
|                                             |  |               |        |                |  |               |      |                      |  |          |        |       |  |  |         |   |  |  |        |   |  |  |         |  
|April 30, 2002 provision balance             |  |               | 9,806  |                |  |               |     |                      |  |          | 22,414 |       |  |  | 16,430  |   |  |  |       |   |  |  | 48,650  |  
|Fiscal 2003 provision additions              |  |               | 4,978  |                |  |               |     |                      |  |          | 12,307 |       |  |  | 8,345   |   |  |  |       |   |  |  | 25,630  |  
|Fiscal 2003 costs charged against provisions |  |               | (9,092 | )              |  |               |     |                      |  |          | (6,957 | )     |  |  | (15,222 | ) |  |  |       |   |  |  | (31,271 | )
|Fiscal 2003 provision release                |  |               | (181   | )              |  |               |     |                      |  |          | (2,447 | )     |  |  | (1,490  | ) |  |  |       |   |  |  | (4,118  | )
|                                             |  |               |        |                |  |               |      |                      |  |          |        |       |  |  |         |   |  |  |        |   |  |  |         |  
|April 30, 2003 provision balance             |  |               | 5,511  |                |  |               |     |                      |  |          | 25,317 |       |  |  | 8,063   |   |  |  |       |   |  |  | 38,891  |  
|                                             |  |               |        |                |  |               |      |                      |  |          |        |       |  |  |         |   |  |  |        |   |  |  |         |  

Fiscal 2003 provision additions include $8,585 for premises restructuring
related to the Extensity acquisition. As at April 30, 2003, $141 had been
charged against this provision, and the remaining $8,444 will be recognized
through to the end of the contractual lease obligation of the premises. Fiscal
2003 provision additions also include $1,568 for workforce reductions related
to 32 employees of Extensity in the general and administrative, support and
services, and sales and marketing areas. As at April 30, 2003, $808 had been
paid to 30 employees, leaving a balance of $760 to be paid over the next fiscal
year.

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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|19 |  | Income taxes                                                                                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The provision for (recovery of) income taxes reflects an effective income
tax rate that differs from the combined basic Canadian federal and
provincial income tax rate for the reasons in the table below.

|                                                                                   |                                                                           |  |        |        |      |  |        |        |   |  |          |         |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------------------- |  | ------ | ------ | ---- |  | ------ | ------ | - |  | -------- | ------- | -
|                                                                                   |                                                                           |  | 2003   |        | 2002 |  | 2001  
|                                                                                   |                                                                           |  | $      |        | $    |  | $     
|Combined basic Canadian federal and provincial
income tax rate                     |                                                                           |  | 38.0   | %      |      |  | 40.6   | %      |   |  | 43.1     | %      
|                                                                                   |                                                                           |  |        |        |      |  |        |        |   |  |          |        
|Provision for (recovery of) income taxes based on
above rate                       |                                                                           |  | 33,225 |        |      |  | 29,309 |        |   |  | (115,386 | )      
|Increase (decrease) resulting from                                                 |                                                                           |  |        |        |      |  |        |        |   |  |          |        
|                                                                                   | Non-deductible amortization arising from
acquisitions                     |  |        | 620    |      |  |        | 545    |   |  |          | 20,306  |  
|                                                                                   | Writedown of goodwill                                                     |  |        | 4,771  |      |  |        |       |   |  |          | 74,984  |  
|                                                                                   | Foreign tax rate differences                                              |  |        | (1,729 | )    |  |        | 7,517  |   |  |          | (4,710  | )
|                                                                                   | Change to valuation allowance                                             |  |        | 2,482  |      |  |        | (9,351 | ) |  |          | 15,838  |  
|                                                                                   | Benefit of previously unrecognized losses
and timing differences realized |  |        | (8,353 | )    |  |        |       |   |  |          |        |  
|                                                                                   | Non-taxable gain in disposition of business                               |  |        |       |      |  |        |       |   |  |          | (28,785 | )
|                                                                                   | Other                                                                     |  |        | 2,332  |      |  |        | 2,106  |   |  |          | 4,828   |  
|                                                                                   |                                                                           |  |        |        |      |  |        |        |   |  |          |        
|Provision for (recovery of) income taxes per
consolidated statements of operations |                                                                           |  | 33,348 |        |      |  | 30,126 |        |   |  | (32,925  | )      
|                                                                                   |                                                                           |  |        |        |      |  |        |        |   |  |          |        



| |  | Total amount of income taxes paid in excess of recoveries is $8,949 (2002 -
$10,916; 2001  recoveries of $594).
| |  | ----------------------------------------------------------------------------------------------------------------
|
| |  | Income tax expense (recovery)                                                                                   

|                                     |  |      |        |      |  |      |        |   |  |  |         |  
|------------------------------------ |  | ---- | ------ | ---- |  | ---- | ------ | - |  |  | ------- | -
|                                     |  | 2003 |        | 2002 |  | 2001
|                                     |  | $    |        | $    |  | $   
|Current income tax expense           |  |      | 7,700  |      |  |      | 20,171 |   |  |  | 17,522  |  
|                                     |  |      |        |      |  |      |        |   |  |  |         |  
|Change in temporary differences      |  |      | 8,105  |      |  |      | 11,053 |   |  |  | (71,604 | )
|Recognition of loss carry-forwards   |  |      | 15,061 |      |  |      | 8,253  |   |  |  | 5,319   |  
|Change to valuation allowance        |  |      | 2,482  |      |  |      | (9,351 | ) |  |  | 15,838  |  
|                                     |  |      |        |      |  |      |        |   |  |  |         |  
|Future income tax expense (recovery) |  |      | 25,648 |      |  |      | 9,955  |   |  |  | (50,447 | )
|                                     |  |      |        |      |  |      |        |   |  |  |         |  
|                                     |  |      | 33,348 |      |  |      | 30,126 |   |  |  | (32,925 | )
|                                     |  |      |        |      |  |      |        |   |  |  |         |  

F-36



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | The following table shows the income tax effects of temporary differences
that gave rise to future income tax assets as at April 30, 2003, 2002 and
2001.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|                                  |  |      |         |      |  |      |         |   |  |  |         |  
|--------------------------------- |  | ---- | ------- | ---- |  | ---- | ------- | - |  |  | ------- | -
|                                  |  | 2003 |         | 2002 |  | 2001
|                                  |  | $    |         | $    |  | $   
|Provisions and other              |  |      | 21,944  |      |  |      | 16,779  |   |  |  | 22,331  |  
|Deferred revenue                  |  |      | 3,368   |      |  |      | 6,203   |   |  |  | 11,131  |  
|Valuation allowance               |  |      | (2,035  | )    |  |      | (2,474  | ) |  |  | (320    | )
|                                  |  |      |         |      |  |      |         |   |  |  |         |  
|Future income taxes  current     |  |      | 23,277  |      |  |      | 20,508  |   |  |  | 33,142  |  
|                                  |  |      |         |      |  |      |         |   |  |  |         |  
|Property, plant and equipment     |  |      | 31,297  |      |  |      | 33,308  |   |  |  | 31,955  |  
|Non-capital loss carry-forwards   |  |      | 67,524  |      |  |      | 78,846  |   |  |  | 86,985  |  
|Capital loss carry-forwards       |  |      | 3,707   |      |  |      | 2,034   |   |  |  | 181     |  
|Intangible assets                 |  |      | (6,339  | )    |  |      |        |   |  |  |        |  
|Valuation allowance               |  |      | (63,207 | )    |  |      | (56,115 | ) |  |  | (66,072 | )
|                                  |  |      |         |      |  |      |         |   |  |  |         |  
|Future income taxes  non-current |  |      | 32,982  |      |  |      | 58,073  |   |  |  | 53,049  |  
|                                  |  |      |         |      |  |      |         |   |  |  |         |  
|Total future income taxes         |  |      | 56,259  |      |  |      | 78,581  |   |  |  | 86,191  |  
|                                  |  |      |         |      |  |      |         |   |  |  |         |  



| |  | Income (loss) from operations before income taxes by location
| |  | -------------------------------------------------------------

|                  |  |                       |         |      |  |      |        |  |  |  |          |  
|----------------- |  | --------------------- | ------- | ---- |  | ---- | ------ |  |  |  | -------- | -
|                  |  | Years ended April 30,
|                  |  |                      
|                  |  | 2003                  |         | 2002 |  | 2001
|                  |  | $                     |         | $    |  | $   
|Domestic (Canada) |  |                       | (12,005 | )    |  |      | 26,030 |  |  |  | (19,383  | )
|Foreign           |  |                       | 99,438  |      |  |      | 46,160 |  |  |  | (248,334 | )
|                  |  |                       |         |      |  |      |        |  |  |  |          |  
|Total             |  |                       | 87,433  |      |  |      | 72,190 |  |  |  | (267,717 | )
|                  |  |                       |         |      |  |      |        |  |  |  |          |  

F-37



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | Income tax expense (recovery)
| |  | -----------------------------

|                                      |                   |  |                       |        |      |  |        |        |   |  |         |         |  
|------------------------------------- | ----------------- |  | --------------------- | ------ | ---- |  | ------ | ------ | - |  | ------- | ------- | -
|                                      |                   |  | Years ended April 30,
|                                      |                   |  |                      
|                                      |                   |  | 2003                  |        | 2002 |  | 2001  
|                                      |                   |  | $                     |        | $    |  | $     
|Current income tax expense (recovery) |                   |  |                       |        |      |  |        |        |   |  |         |        
|                                      | Domestic (Canada) |  |                       | 3,069  |      |  |        | 7,106  |   |  |         | 18,244  |  
|                                      | Foreign           |  |                       | 4,631  |      |  |        | 13,065 |   |  |         | (722    | )
|                                      |                   |  |                       |        |      |  |        |        |   |  |         |        
|                                      | Total             |  |                       | 7,700  |      |  |        | 20,171 |   |  |         | 17,522  |  
|                                      |                   |  |                       |        |      |  |        |        |   |  |         |        
|Future income tax expense (recovery)  |                   |  |                       |        |      |  |        |        |   |  |         |        
|                                      | Domestic (Canada) |  |                       | (803   | )    |  |        | (750   | ) |  |         | (4,249  | )
|                                      | Foreign           |  |                       | 26,451 |      |  |        | 10,705 |   |  |         | (46,198 | )
|                                      |                   |  |                       |        |      |  |        |        |   |  |         |        
|                                      | Total             |  |                       | 25,648 |      |  |        | 9,955  |   |  |         | (50,447 | )
|                                      |                   |  |                       |        |      |  |        |        |   |  |         |        
|Total income tax expense (recovery)   |                   |  | 33,348                |        |      |  | 30,126 |        |   |  | (32,925 | )      
|                                      |                   |  |                       |        |      |  |        |        |   |  |         |        



| |  | Substantially all of the Companys activities are carried out through
operating subsidiaries in a number of countries. The income tax effect of
operations depends on the income tax legislation in each country and
operating results of each subsidiary and the parent Company.                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Company has non-capital losses
of approximately $191,958 (2002 
$235,700; 2001  $207,600), which are available for carry-forward against
taxable income in future years and which expire as shown in the table below.
Certain non-capital losses may be subject to restrictions on their
availability.
|
| |  | The Company has capital losses of approximately $188,260 (2002  $182,000;
2001  $9,100), which are available for carry-forward against taxable
capital gains in future years and which expire as shown in the table below.                                                                                

|                           |  |         |         |                    |  |  |         | 
|-------------------------- |  | ------- | ------- | ------------------ |  |  | ------- | 
|                           |  | Capital |         |                    |  | 
|                           |  | losses  |         | Non-capital losses
|                           |  | $       |         | $                 
|2004                       |  |         |        |                    |  |  |        | 
|2005                       |  |         |        |                    |  |  |        | 
|2006                       |  |         |        |                    |  |  | 973     | 
|2007                       |  |         |        |                    |  |  |        | 
|2008 - 2022                |  |         |        |                    |  |  | 50,989  | 
|Losses without expiry date |  |         | 188,260 |                    |  |  | 139,996 | 
|                           |  |         |         |                    |  |  |         | 
|                           |  |         | 188,260 |                    |  |  | 191,958 | 
|                           |  |         |         |                    |  |  |         | 

F-38



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



|   |  | In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future
income tax assets will not be realized. Management evaluates a variety of
factors, including the Companys earnings history, the number of years the
Companys non-capital losses can be carried forward, and projected future
taxable income. As indicated in the table above, management has provided for
a valuation allowance for a portion of the non-capital loss carry-forwards
in certain jurisdictions where it is unlikely that the entities will
generate sufficient taxable income in the carry-forward years to utilize the
losses and for all of the capital losses. For the balance of future income
tax assets, although realization is not assured, management believes it is
more likely than not that the future income tax assets will be realized.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|20 |  | Related party transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | An employee loan of $375 to acquire shares at April 30, 2003 and 2002
represents a loan due from a former officer of the Company. The loan is
partially collateralized by 215,815 common shares of the Company, which had
a market value of $1,176 as at April 30, 2003. The loan is repayable three
years following termination of the officers employment, which occurred in
October 2000, and bears interest at the prime rate from the date of
termination of his employment. The carrying value of the loan was written
down to the market value of the underlying shares of the Company in fiscal
2001, and an estimated settlement cost of $2,518 was recorded.                                                                                                                                                                                                                                                    
|  
|   |  | The Company acquired legal services from a law firm of which the Companys
Senior Vice President, Mergers and Acquisitions and Corporate Secretary is a
partner, in the amount of $2,070 in fiscal 2003 (2002  $1,686; 2001  $24).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|21 |  | Acquisitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | During the year ended April 30, 2003, the total net cash purchase price of
the businesses acquired by the Company was $33,660, related to the
businesses as described below. In fiscal 2003, the Company acquired the
shares of Extensity and certain assets of EBC Informatique. Acquisitions
were accounted for by the purchase method, with the results of operations of
each business included in the consolidated financial statements from the
respective dates of acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | Effective August 5, 2002, the Company acquired certain assets of EBC
Informatique, a French hardware and software solutions provider. These
assets included customer contracts, intellectual property rights,
trademarks, and property, plant and equipment. The cash purchase price was
$3,763. The acquired net assets included, at fair value, $49 of property,
plant and equipment; $3,709 of acquired intangible assets, all of which have
a useful life of five years, including $2,953 of customer agreements, $662
of acquired software; $94 of trademarks; $319 of current liabilities; $878
of net future income tax liabilities; and $1,276 of other liabilities. The
difference between the purchase price and the net fair value of all
identified assets and liabilities acquired was $2,478 and is accounted for
as goodwill.                                                                               
|  
|   |  | On March 6, 2003, the Company acquired 100% of the common shares of
Extensity, a provider of solutions to automate employee-based financial
systems, headquartered in California. The purchase price was $74,032,
consisting of $63,876 of cash, 932,736 of common shares with a value of
$3,852 less issuance costs of $3,852, $240 of fair value of the assumed
outstanding stock options of Extensity, and $6,064 of transaction costs. The
acquired net assets included, at fair value, $43,895 of cash; $5,852 of
other current assets; $1,884 of property, plant and equipment; $13,680 of
acquired intangible assets, which have a weighted-average useful life of                                                                                                                                                                                                                                                  

F-39



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars, except share and per share data and as otherwise noted)



| |  | approximately four years, including $11,327 of acquired software (four year
weighted average useful life); $1,324 of customer agreements (three year
weighted average useful life); $1,029 of trademark (four year weighted
average useful life); $18,698 of current liabilities; and $4,529 of other
liabilities. The Company recorded $7,591 of future income tax assets as a
component of the transaction. The difference between the purchase price and
the net fair value of all identifiable assets and liabilities acquired was
$24,357 and is accounted for as goodwill. Goodwill is not assigned to an
operating segment and is not deductible for income tax purposes.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The following table presents pro forma financial information as though the
acquisition of Extensity had occurred as at May 1, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                        |         |  |                      |      |             |  |         |      | 
|----------------------- | ------- |  | -------------------- | ---- | ----------- |  | ------- | ---- | 
|                        |         |  | Year ended April 30,
|                        |         |  |                     
|                        |         |  | 2003                 |      | 2002       
|                        |         |  | $                    |      | $          
|                        |         |  | (Unaudited)          |      | (Unaudited)
|Revenue                 |         |  | 649,951              |      |             |  | 766,441 |     
|Net income for the year |         |  | 37,089               |      |             |  | 17,031  |     
|Earnings per share      |         |  |                      |      |             |  |         |     
|                        | Basic   |  |                      | 0.46 |             |  |         | 0.23 | 
|                        | Diluted |  |                      | 0.45 |             |  |         | 0.22 | 



| |  | There were no acquisitions during the year ended April 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | During the year ended April 30, 2001, the total purchase price of the
businesses acquired by the Company was $45,009, the majority of which
related to the businesses shown in the table below. The Company acquired the
business assets of Management Data GmbH of Vienna, Austria, together with
all of the issued and outstanding shares of 13 worldwide subsidiaries of
Management Data GmbH. It also acquired certain of the assets of Praxa
Limiteds local government software business in Australia and New Zealand.
Acquisitions were accounted for by the purchase method with the results of
operations of each business included in the consolidated financial
statements from the respective dates of acquisition.
|
| |  | The total purchase price of Management Data GmbH of Vienna, Austria was
$42,270. The assets were held as a temporary investment before they were
sold as part of the sale of the Smartstream Reconciliation Systems business
on July 13, 2000 (note 22).                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | The total purchase price of the Praxa Limited local government software
business was $2,060. The acquired businesses included, at fair value, $961
of current assets; $63 of property, plant and equipment; $3,046 of acquired
software; and $2,308 of current liabilities. The difference between the
total purchase price and the net fair value of all identifiable assets and
liabilities acquired was $298 and was accounted for as goodwill.                                                                                                                                                                                                                                                                             

|                                        |  |                |  | 
|--------------------------------------- |  | -------------- |  | 
|Acquisition                             |  | Effective date
|Management Data GmbH of Vienna, Austria |  | May 1, 2000   
|Assets of Praxa Limited                 |  | June 30, 2000 

F-40



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##### Table of Contents



Geac Computer Corporation Limited
Notes to Consolidated Financial Statements

(in thousands of Canadian dollars,
except share and per share data and as otherwise noted)



|22 |  | Divestiture of operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | There was no divestiture of operations in fiscal 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | The total sales proceeds from divestitures in fiscal 2002 were $1,626, the
majority of which related to the sale of the publishing systems business in
August 2001 for $1,500. The sale excluded real estate assets. The net
liabilities disposed of in the sale included accrued divestiture costs and
amounted to $3,573. The transaction resulted in a gain of $5,073, which was
recorded on the consolidated statements of operations.                                                                      
|  
|   |  | On March 31, 2001, the Company completed the sale of its hotel software
operations for $1,577. The net assets disposed of included accrued
divestiture costs and working capital adjustments and amounted to $228. The
transaction resulted in a gain of $1,349.                                                                                                                                                                                                                                                
|  
|   |  | On July 13, 2000, the Smartstream Reconciliation Systems business was sold
for cash proceeds of $159,224. This included the assets and shares acquired
as part of the Management Data GmbH businesses (note 21). The transactions
resulted in a gain of $95,951.                                                                                                                                                                                                                                                
|  
|23 |  | Subsequent event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | On June 23, 2003, the Company announced that it had entered into a
definitive merger agreement to acquire Comshare, Incorporated (Comshare), a
provider of corporate performance management software, based in Michigan,
for US$52 million in cash, by way of a cash tender offer, to be followed by
a cash merger. Under the terms of the definitive agreement, Comshare
shareholders would receive US$4.60 in cash for each share of Comshare common
stock held. The acquisition was completed in August 2003.

F-41



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##### Table of Contents






SIGNATURES

Geac hereby certifies that it meets all of the requirements for filing on Form
20-F and that it has duly caused and authorized the undersigned to sign this
annual report on its behalf.

|                        |  |                                                            
|----------------------- |  | -----------------------------------------------------------
|                        |  | Geac Computer Corporation Limited                          
|                        |  |                                                            
|Dated: October 31, 2003 |  | By: /s/ Charles S.
Jones                                   
|                        |  | Charles Jones
        President and Chief Executive Officer





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##### Table of Contents






EXHIBIT INDEX

Exhibits attached to this Form 20-F are as follows:

|        |  |                                                                                                                                                                                                                                                                                                                                                            |  |  |  | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                |  |  |  | 
|        |  |                                                                                                                                                                                                                                                                                                                                                            |  |  |  | 
|1.1     |  | Restated Certificate and Articles of Incorporation of Geac,
incorporated herein by reference to Exhibit 3.1 to Geacs Registration
Statement on Form F-4 (file no. 333-103019), filed with the Securities
and Exchange Commission on February 6, 2003.                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|1.2     |  | Bylaws of Geac, incorporated herein by reference to Exhibit 3.2 to
Geacs Registration Statement on Form F-4 (file no. 333-103019), filed
with the Securities and Exchange Commission on February 6, 2003.                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|2.1     |  | Amended and Restated Geac Shareholder Protection Rights Agreement,
incorporated herein by reference to Exhibit 4.5 of Geacs Registration
Statement on Form S-8 (file no. 333-109670), filed with the Securities
and Exchange Commission on October 14, 2003.                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.1     |  | Amended and Restated Agreement and Plan of Merger by and among Geac
Computer Corporation Limited, Geac Computers, Inc., Cage Acquisition
Corp. and Extensity, Inc., incorporated herein by reference to Annex A
of Geacs Registration Statement on Form F-4 (file no. 333-103019),
filed with the Securities and Exchange Commission on February 6, 2003.
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.2     |  | Agreement and Plan of Merger dated June 22, 2003 among Comshare,
Incorporated, Geac Computer Corporation Limited and Conductor
Acquisition Corp., incorporated herein by reference to Exhibit 99(d)(3)
of Geacs Schedule TO filed with the Securities and Exchange Commission
on July 1, 2003.                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.3     |  | First Amendment to Agreement and Plan of Merger, dated as of August 13,
2003, by and among Comshare, Incorporated, Geac Computer Corporation
Limited and Conductor Acquisition Corp., incorporated herein by
reference to Exhibit 99(d)(8) of Geacs Schedule TO/A filed with the
Securities and Exchange Commission on August 14, 2003.                  
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.4     |  | Loan, Guaranty and Security Agreement dated September 9, 2003 by and
among Geac Computer Corporation Limited, certain of its subsidiaries,
certain lenders named therein and Wells Fargo Foothill, Inc.                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.5     |  | First Amendment Agreement dated September 30, 2003 by and among certain
lenders, Wells Fargo Foothill Inc., Geac Computers, Inc. and certain of
its affiliates.                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.6     |  | Lease dated February 28, 1989 between Guarsel Partnership and Geac
Canada Limited for property at 11 Allstate Parkway, Markham, Ontario,
L3R 9T8, incorporated herein by reference to Exhibit 10.7 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.             
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.7     |  | Lease Amending Agreement dated September 15, 1989 between Guarsel
Partnership and Geac Canada Limited, incorporated herein by reference
to Exhibit 10.8 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                           
|4.8     |  | Lease Amending Agreement dated November 1, 1990 between The Prudential
Assurance Company Limited, Geac Canada Limited and Geac, incorporated
herein by reference to Exhibit 10.9 to Geacs Registration Statement on
Form F-4 (file no. 333-103019), filed with the Securities and Exchange                                                               



---



##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                    |  |  |  | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                        |  |  |  | 
|        |  |                                                                                                                                                                                                                                                                                                                                    |  |  |  | 
|        |  | Commission on February 6, 2003.                                                                                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.9     |  | Letter Agreement Amending Lease dated April 14, 1993 between Prudential
Paramet Real Estate Services Limited and Geac Canada Limited,
incorporated herein by reference to Exhibit 10.10 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.10    |  | Extension Agreement dated May 20, 1993 between the Prudential Assurance
Company Limited and Geac Canada Limited, incorporated herein by
reference to Exhibit 10.11 to Geacs Registration Statement on Form F-4
(file no. 333-103019), filed with the Securities and Exchange
Commission on February 6, 2003.                     
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.11    |  | Letter Agreement dated August 17, 2001 between GWL Realty Advisors
Inc., on behalf of the landlord, and Geac Canada Limited, incorporated
herein by reference to Exhibit 10.12 to Geacs Registration Statement
on Form F-4 (file no. 333-103019), filed with the Securities and
Exchange Commission on February 6, 2003.         
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.12    |  | Watergate Office Lease dated January 12, 1998, as amended, by and
between Spieker Properties, L.P. and Extensity, Inc.                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.13    |  | Employment Agreement dated December 4, 2001 between Geac and Charles S.
Jones, incorporated herein by reference to Exhibit 10.13 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.14    |  | Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch,
incorporated herein by reference to Exhibit 10.14 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.15    |  | Employment Agreement dated July 9, 2001 between Geac and Paul D. Birch,
incorporated herein by reference to Exhibit 10.15 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.16    |  | Amendment to Employment Agreement dated July 10, 2001 between Geac and
Paul D. Birch, incorporated herein by reference to Exhibit 10.16 to
Geacs Registration Statement on Form F-4 (file no. 333-103019), filed
with the Securities and Exchange Commission on February 6, 2003.                                                
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.17    |  | Employment Agreement dated May 30, 2003 between Geac and Arthur Gitajn.                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.18    |  | Employment Agreement dated October 25, 2002 between Geac Computers,
Inc. and Jim McDevitt, incorporated herein by reference to Exhibit
10.19 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                                           
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.19    |  | Employment Agreement dated November 25, 2002 between Geac, Geac
Computers, Inc. and Timothy Wright, incorporated herein by reference to
Exhibit 10.20 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                                  
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.20    |  | Option and Change in Control Agreement dated September 6, 2000 between
Geac and Bertrand Sciard, incorporated herein by reference to Exhibit
10.21 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                                     
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.21    |  | Employment Contract dated January 1, 2000 between Geac and Bertrand
Sciard, incorporated herein by reference to Exhibit 10.22 to Geacs
Registration Statement on Form F-4 (file no. 333-103019), filed with
the Securities and Exchange Commission on February 6, 2003.                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.22    |  | Employment Agreement dated February 19, 2002 between Geac and John L.
Sherry, III, incorporated herein by reference to Exhibit 10.23 to
Geacs Registration Statement on Form F-4 (file no. 333-103019), filed
with the Securities and Exchange Commission on February 6, 2003.                                                   
|       
|4.23    |  | Option and change in control agreement dated September 29, 2000 between
Geac and Hema Anganu, incorporated herein by reference to Exhibit 10.24
to Geacs Registration Statement on Form F-4 (file no. 333-103019),
filed with the Securities and Exchange Commission on February 6, 2003.                                        
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.24    |  | Employment Agreement dated June 20, 2002 between Geac, Geac Enterprise
Solutions, Inc. and James M. Travers, incorporated herein by reference
to Exhibit 10.25 to Geacs Registration Statement on Form F-4 (file
no. 333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                         
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.25    |  | Employment Agreement dated July 2, 2003 between Geac and Donna de Winter.                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.26    |  | Employment Agreement dated July 11, 2003 between Geac, Geac
Computers, Inc. and Jeffrey Snider.                                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.27    |  | Geac Stock Option Plan V, incorporated herein by reference to Exhibit
10.3 to Geacs Registration Statement on Form F-4 (file no.
333-103019), filed with the Securities and Exchange Commission on
February 6, 2003.                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.28    |  | Geac Stock Option Plan VI, as amended, incorporated herein by reference
to Exhibit 4.3 to Geacs Registration Statement on Form S-8 (file no.
333-109670), filed with the Securities and Exchange Commission on
October 14, 2003.                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                   
|4.29    |  | 2003 Employee Stock Purchase Plan, incorporated herein by reference to
Exhibit 4.4 to Geacs Registration Statement on Form S-8 (file no.
333-109670), filed with the Securities and Exchange Commission on
October 14, 2003.                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                   
|8.1     |  | List of subsidiaries of Geac.                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                   
|12.1    |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of Geacs Chief Executive Officer.                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                   
|12.2    |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of Geacs Chief Financial Officer.                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                   
|13.1    |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of Geacs Chief Executive Officer and Chief Financial Officer.