—

2011
ANNUAL
REPORT

OUR EMPLOYEES :
THE KEY TO OUR SUCCESS
THE SOURCE OF OUR PRIDE
GENIVAR (the “Company”) is a leading Canadian
professional services firm providing private and
public-sector clients with a broad range of services
throughout all project phases, including planning,
design, construction and maintenance. Varying widely
in size, our clients operate in various market segments,
including the building, industrial & power, municipal
infrastructure, transportation and environment sectors.
GENIVAR is one of the largest professional services
firms in Canada with approximately 5,500 managers,
professionals, technicians, technologists and support
staff in more than 100 cities in Canada and abroad.

Our Vision Health, Safety and

Our Values Environment
PAGE 01 — PAGE 22 —

Financial and Operating Sustainable

Highlights Development
PAGE 02 — PAGE 24 —

Strategic Acquisitions Our Expertise

and Partnerships PAGE 28 —
PAGE 04 —
Management's
Message from the Discussion and Analysis
Chairman of the Board PAGE 59 —
PAGE 06 —
Consolidated Financial
Main Areas of Statements
Development in 2012 PAGE 97 —
PAGE 10 —
Board of Directors
President and Chief Management Team
Executive Officer's PAGE 152 —
Message
PAGE 11 — Corporate Information
PAGE 153 —
National Management
Committee Awards
PAGE 16 — PAGE 154 —

Human Resources
PAGE 18 —
Our vision is to be a leading global
firm of community-minded people
who make a difference. This vision,
which is supported by our values, forms
the foundation for our practices and
daily activities.
Our values reflect who we are and
how we interact with each other,
whether with colleagues, clients, our
shareholders or other stakeholders.

CLIENT FOCUS RESPECT

We exist because of our clients. We strive to develop We treat our collegues and clients with respect and
long-term partnerships based on mutual respect and dignity by maintaining the highest standards of inter-
world-class services. personal relationships.

EMPOWERMENT TEAMWORK
We seek to create a stimulating work environment We are a global team. We can only grow and achieve
that recognizes individual initiative, encourages a our goals by sharing our knowledge and combining our
sense of personal responsibility and fosters a talents for the common good of our clients and the
can-do spirit. success of our business. —
PAGE
01
RECEIVED: FROM EXCHMBX2.GCG.LOCAL ([10.252.8.132]) BY SERV-QUE-E
([10.252.8.137]) WITH MAPI; TUE, 20 MAR 2012 12:25:12 -0400
FROM: JAN MACAULEY
FINANCIAL <JAN.MACAULEY@GENIVAR.COM>
AND OPERATING
HIGHLIGHTS
TO: =?ISO-8859-1?Q?CATHERINE_BEAUPR=E9?= <CATHERINE.BEAUPRE@
GENIVAR has experienced rapid growth in recent
CC: GENEVIEVE POIRIER
years, fuelled <GENEVIEVE.POIRIER@GENIVAR.COM>
primarily by acquisitions and organic
growth. Our goal is to continue strengthening our
CONTENT-CLASS: URN:CONTENT-CLASSES:MESSAGE
leadership position in Canada and to continue
expanding our presence abroad.
DATE: TUE, 20 MAR 2012 12:25:08 -0400
SUBJECT: 3 NEW PROMO DOCS
THREAD-TOPIC: 3 NEW PROMO DOCS
Years ended December 31
(all amounts stated in thousands of
Canadian dollars, except per share/unit 2011 (1) 2010 (1)
2009 (1)(3)

THREAD-INDEX: AC0GTGPPNH03WYCKSYGG5MCUJL3T5W==
data, percentages and employees)

OPERATING DATA
Revenues $ 651,885 $ 580,431 $ 477,924
MESSAGE-ID: <869AAFF4310B2B488874BED76425ADB1E9AE735A97@
Net revenues $ 529,002 $ 469,499 $ 395,327
EBITDA $ 89,689 $ 83,482 $ 78,569

ACCEPT-LANGUAGE: EN-US Net earnings

Net earnings per unit/share
$ 50,056 $ 50,950 $ 31,093

Basic $ 1.91 $ 2.81 $ 2.06

CONTENT-LANGUAGE: EN-US Diluted

BALANCE SHEET
$ 1.91

$ 74,293
$ 2.26 $ 2.06

Total assets $ 726,049 $ 591,827 $ 533,097

X-MS-EXCHANGE-ORGANIZATION-AUTHAS: INTERNAL
Long-term financial liabilities (2) $ 74,293 $ 74,892 $ 13,068

PERSONNEL

X-MS-EXCHANGE-ORGANIZATION-AUTHMECHANISM: 04
Approximate number of employees 5,000 4,500 3,900

X-MS-EXCHANGE-ORGANIZATION-AUTHSOURCE: SERV-QUE-EXCH7.GCG.L
(1) Audited, except for non-IFRS measures.
(2) Long-term financial liabilities consist of notes payable, balances payable to former shareholders and the loan

X-MS-HAS-ATTACH: YES payable, including current portions and bank advances.

(3) As previously reported under Canadian GAAP, the 2009 results and statement of financial position have not been
restated under IFRS.

NON-IFRS MEASURES
X-MS-EXCHANGE-ORGANIZATION-SCL: -1
GENIVAR uses non-IFRS measures that are considered by Canadian companies as indicators of financial
performance measures which are not recognized under IFRS and may differ from similar computations as reported
by other similar entities and, accordingly, may not be comparable. GENIVAR believes these measures are useful

X-MS-TNEF-CORRELATOR:
supplemental information that may assist investors in assessing an investment in Company shares. Non-IFRS
measures used by GENIVAR are net revenues, EBITDA, EBITDA per share/unit, income tax expenses per share/unit,
adjusted net earnings, adjusted net earnings per share/unit, funds from operations, funds from operations per
2011 share/unit, free cash flow, and free cash flow per share/unit. Because non-IFRS measures do not have a standardized
ANNUAL meaning, securities regulations require that non-IFRS measures be clearly defined and qualified, and reconciled to

ACCEPTLANGUAGE: EN-US
REPORT
—
their nearest IFRS measure. The definition, calculation and reconciliation of non-IFRS measures are provided on
page 95 of the MD&A, Section Glossary.
PAGE
02

X-TM-AS-PRODUCT-VER: SMEX-10.0.0.4211-6.800.1017-18784.004
 EXCH7.GCG.LOCAL

REVENUES (M$)

651.9 g12.3
@GENIVAR.COM>

PRE-IPO POST-IPO
%
2006 176.1
2007 257.2
2008 387.8
2009 477.9
2010 580.4
2011 651.9

NET REVENUES (M$)

529.0 g12.7
@EXCHMBX2.GCG.LOCAL>
PRE-IPO POST-IPO
%
2006 128.0
2007 206.6
2008 320.1
2009 395.3
2010 469.5
2011 529.0

EBITDA (M$)

LOCAL
89.7 PRE-IPO POST-IPO
g7.4 %
2006 26.0
2007 42.2
2008 68.6
2009 78.6
2010 83.5
2011 89.7 —
PAGE
03
 STRATEGIC
ACQUISITIONS AND
PARTNERSHIPS
A total of 10 firms were acquired
in 2011, enhancing GENIVAR’s
range of services and geographic
reach. As a result, we added
approximately 355 employees to
our workforce. We are now present
in all 10 Canadian provinces.
Décibel Consultants Inc.
Acoustics
Quebec
15 employees
GENIVAR IS THE IDEAL PARTNER FOR
US DURING THE NEXT STAGE OF OUR
GROWTH. IN OUR VIEW, THE COMPANY’S
PROFESSIONAL EXPERTISE AND VAST
NETWORK ARE KEY ASSETS THAT WILL
ENABLE US TO DEVELOP NATIONWIDE.”
— Gilles Leroux, President and CEO

↑
MARCH

2011
FEBRUARY JUNE
↓ ↓

WHW Architects Inc.*

Delcom Engineering Ltd. Architecture
Land surveying
Nova Scotia
Prince Edward Island 70 employees
15 employees
*Via PBK Architects

GENIVAR IS THE PERFECT FIT FOR

US. OUR CULTURE AND VALUES ARE
COMPLETELY ALIGNED AND OUR STRONG
ENTREPRENEURIAL SPIRIT IS MATCHED
BY THAT OF GENIVAR, ENABLING US TO
CONTINUE TO OFFER PRACTICAL AND
INNOVATIVE SOLUTIONS TO OUR CLIENTS
IN THE MANNER THAT THEY HAVE COME
TO EXPECT”
— Clark Baglole, Founding partner

2011
ANNUAL
REPORT
—
PAGE
04
 Arcop Group S.E.N.C.*
Architecture
Quebec
60 employees
*Establishment of a strategic partnership.

ARCOP’S STRATEGIC ALLIANCE WITH

GENIVAR IS VIEWED AS AN IDEAL MATCH OF
CORRESPONDING SKILLS AND PERSONALITIES AE Consultants *
AND WILL STRENGTHEN ARCOP’S POSITION Architecture, Structural
WHILE COMPETING FOR LARGER SCALE engineering, Municipal
infrastructure
PROJECTS INTERNATIONALLY AND
WITHIN CANADA.” Newfoundland and Labrador
13 employees
— Norman Glouberman, Managing Partner *Via PBK Architects

↑ ↑
AUGUST DECEMBER

JULY OCTOBER
↓ ↓

Dakins Engineering Group Ltd. ISACtion Inc.

Instrumentation control Industrial automation
Automation systems Quebec
Ontario 40 employees
14 employees
WE ARE DELIGHTED WITH THIS
TRANSACTION, WHICH GIVES US THE
POSSIBILITY OF INCREASING OUR CAPABILITIES
JMH Environmental Solutions Ltd.
AT THE NATIONAL LEVEL THANKS TO THE
Oil and gas SUPPORT PROVIDED BY GENIVAR’S NETWORK
Alberta AND ITS GREAT REPUTATION.”
3 employees — Carl Foster, President

Groupe OptiVert Inc.

Le Groupe GIROUX
Forest management
Geomatics and Surveying
Quebec
Quebec
40 employees —
85 employees
PAGE
05
 MESSAGE FROM THE CHAIRMAN
OF THE BOARD

2011
ANNUAL
REPORT
—
PAGE
06
GENIVAR achieved the goals it set
for 2011 while paving the way for
a new stage in the Company’s
growth. Your Board of Directors was
actively involved in supporting the
management team in choosing a
strategic approach as it pursues its
business and growth plan. In addition,
the Board reiterated its commitment
to GENIVAR’s governance framework.

—
PAGE
07
 Dear Shareholders:
Once again, 2011 was marked by multiple challenges.
While many industries had to deal with the ongoing
effects of the global recession, we continued to build
on our track record thanks to our steady performance.
Meanwhile, the uncertainty and volatility that some of
our public and private-sector clients faced did not have
a significant impact on our Company, which successfully
adapted to its clients’ new constraints and challenges.
Under the supervision and leadership of our President
and CEO, Pierre Shoiry, whom I would like to
congratulate, GENIVAR has once again delivered solid
financial and operating results.
GENIVAR’S STRONG TEAM IS BEING
CONSTANTLY REINFORCED, WHILE THE
BEST INDIVIDUALS IN THEIR RESPECTIVE
FIELDS HAVE BEEN ASSIGNED AT EACH
LEVEL OF OUR COMPANY’S STRUCTURE.
Our business model, which is based on that of an
international professional services firm, enables our
experts to give 100%, as reflected in our achievements
and reputation. In my view and in that of the Board,
GENIVAR’s performance primarily stems from the
entrepreneurial spirit, expertise, leadership and
determination that they have demonstrated. This
dynamic team is our Company’s most valuable asset,
and we are very proud of them.
I would also like to draw your attention to the diligence
and devotion displayed by the individuals involved
in integrating our acquisitions. Without an extremely
disciplined and competent team, it would be impossible
to carry out so many acquisitions and to integrate them
so successfully. I would like to thank the operational
team headed by Marc Rivard, our Chief Operating
Officer, for all the successful initiatives they have
undertaken.
IN OUR BUSINESS MODEL, SWIFT
IMPLEMENTATION AND SUCCESSFUL
INTEGRATION ARE THE TWIN KEYS TO
OUR SUCCESS.
I would also like to mention the 10 acquisitions we
carried out during the year. Three of them were
completed in the last quarter, which was an extremely
active one thanks to the finalization of agreements with
two new major strategic partners. Needless to say, the
teams did an incredible job. The involvement of multiple
2011 teams was required, including our financial managers,
ANNUAL
REPORT the legal team and the operations group. The Board is
—
PAGE
08
particularly grateful to them for the professionalism
they have shown in closing all these transactions.
Looking ahead, it certainly seems clear to us that
GENIVAR is a growing force within the professional
services industry, not only in Canada but also in the
international arena, which is the direction towards
which we are focusing our growth strategy. Based on
an analysis of the situation facing the engineering
consulting industry worldwide and various reports to
which we were given access, we can confirm that global
consolidation will be the inevitable consequence for
our industry. In the face of restructuring, we have
two choices: to simply watch the future unfold or to
take action.
OUR CHOICE IS CLEAR: WE WILL BE
PLAYING AN ACTIVE ROLE IN THIS
RESTRUCTURING SINCE ONLY THOSE
FIRMS WITH PROVEN ACQUISITION AND
INTEGRATION STRATEGIES AS WELL AS A
SOLID FINANCIAL CAPACITY WILL EMERGE
VICTORIOUS IN THE INTERNATIONAL
ARENA.
Although there will be many challenges along the road
ahead, we are convinced that we are in a good position
to fulfil our ambitions.
However, it would be naive to think that past successes
are the sole guarantors of a successful acquisition
strategy. As previously noted, a strategy such as ours
requires robust financial health. Our team thus took
steps to enter into alliances with two solid financial
partners. Our Chief Financial Officer, Alexandre
L’Heureux, and his team excelled at this task brilliantly
by finalizing a private financing deal of $160 million
with the Canadian Pension Plan Investment Board
and the Caisse de dépôt et placement du Québec last
December. Both of these institutions — the two largest
institutional investors in Canada — have decided to
support our growth, which in our view represents a vote
of confidence and a wonderful starting point. Above
and beyond the infusion of capital that this investment
represents, these institutions have shown their support
for our strategy and we thank them kindly for it. We feel
confident that this will be only the first step in a long-
term relationship. The success of these two financial
heavyweights on the international stage attests to their
understanding of global economic issues. We are also
pleased that they may be represented on the Board of
Directors in the future.
I take pride in GENIVAR’s solid performance year after
year. Our Company is never satisfied with the status
quo and it is always striving for excellence, not only in
the area of leadership, but also in operational terms.
As Chairman of the Board, I am also proud to state
that this tradition extends to our corporate governance
approach. Starting with our initial steps as a listed
company under the form of an income trust in 2006
and through our conversion to a corporation in 2011,
the Board has been and continues to be committed
to implementing and continuously improving its best
practices. We maintained this commitment in 2011 by
welcoming Grant G. McCullagh as a director. Thanks
to Grant’s engineering and architectural experience,
coupled with his vast network and knowledge of the
North American market, he is sure to play a very
valuable role in implementing our strategy. Judging by
his contributions since coming on board, he has already
confirmed the validity of our choice. Thank you, Grant,
for sharing your knowledge with GENIVAR!
In 2011, we also modified the composition of some of
our Committees to better reflect the expertise of their
members. Emboldened by this positive experience, we
will continue to evaluate our Board and its composition
in order to ensure that we have the skills and expertise
in place to support the Company’s development and to
address the major challenges it faces.
THIS YEAR, WE ARE ALSO PLEASED TO
HAVE CREATED A RISK MANAGEMENT
COMMITTEE MADE UP OF SEASONED
MANAGERS. THIS COMMITTEE IS
REQUIRED TO REPORT QUARTERLY TO THE
BOARD’S AUDIT COMMITTEE. IN ADDITION
TO ENSURING GOOD GOVERNANCE, THE
BOARD IS ADEQUATELY FOCUSED ON THE
POTENTIAL OR EXISTING RISKS IN OUR
ENVIRONMENT.
The risk management Committee, whose mandate is to
“support our people in managing and mitigating risks so
GENIVAR can make better decisions for the benefit of
our Company and our clients”, will be playing a key role
in our growth plan. This initiative will enable us to guide
GENIVAR as its international operations become more
dominant. Louis-Martin Richer, who served as GENIVAR’s
Chief Legal Officer for many years, was recently
appointed Chief Risk Officer. In his new capacity, he
will be in charge of managing the risks inherent in
our operations, in addition to carrying out his previous
duties. We offer him our full support in his new position.
ABOVE ALL ELSE, GOOD GOVERNANCE IS
A COMMITMENT. IT IS THE FOUNDATION
ON WHICH WE HAVE BUILT OUR COMPANY
AND IT IS ONE OF THE MOST IMPORTANT
ASPECTS OF OUR ROLE AS DIRECTORS.
In the future, we will continue to do whatever it takes
to uphold the most stringent standards of transparency
and independence. We will also strive to achieve gender
parity among the Board members. Despite our efforts,
we have not yet achieved that goal. However, we are
committed to increasing our efforts to add a feminine
perspective to our team. This continues to be one of our
top priorities.
In light of GENIVAR’s solid balance sheet, rigorous
strategic approach and effective business model, to say
nothing of our Board’s sense of commitment, we are
convinced more than ever that the future is bright not
only for GENIVAR, but also for its many shareholders.
We have full confidence in GENIVAR’s management
team and we look forward to many more successes in
the future.
We would like to express our gratitude to GENIVAR’s
team of skilled and dedicated employees for their
unwavering commitment to excellence. I am also
very grateful to the members of GENIVAR’s Board, in
particular the chairs of the various Committees, who
are committed to fulfilling their respective tasks as they
spare no effort to make GENIVAR a better company.
In closing, I would like to assure our shareholders
that we respect their investment and that we are
determined to offer them solid value in return.
Drawing on its solid business culture and its excellent
team of experienced men and women, GENIVAR has
what it takes to pursue its growth on the international
stage.
Sincerely,
Richard Bélanger
Chairman of the Board
—
PAGE
09
 MAIN AREAS OF DEVELOPMENT IN 2012

Broaden Develop
Our expertise Our employees

Expand Lead
Our presence Major projects
in Canada

Boost Invest
Our international In high-potential
presence growth sectors

2011
Strengthen
ANNUAL
REPORT
—
PAGE
Our client service offer
10
PRESIDENT AND CHIEF EXECUTIVE
OFFICER’S MESSAGE

—
PAGE
11
 I am pleased to present GENIVAR’s
annual report for 2011, which
provides an overview of our
performance during the year
and explains how the Company’s
operations tie in with our growth
strategy. This report also traces the
main outlines of our development
plan and emphasizes how our
clients and employees are the twin
foundations of our success.

2011
ANNUAL
REPORT
—
PAGE
12
I would like to begin by paying tribute to our clients
and employees. GENIVAR is made up of people, our
employees, who provide professional services to other
people, our clients. Our efforts are shaped by human
relationships, as well as by knowledge sharing and
partnership. I would like to thank all of those people,
not only our 5,500 employees for their exemplary
commitment and work ethic, but also our more than
8,000 clients for placing their confidence in us. These
people are all working together to improve the quality
of life of our fellow citizens and have a direct impact on
our day-to-day lives. The selection of projects described
in this annual report provides a brief overview of their
impact. Congratulations and thank you all!
ONCE AGAIN, 2011 WAS CHARACTERIZED
BY IMPROVED RESULTS, ALTHOUGH IT
WILL BE REMEMBERED CHIEFLY AS A YEAR
IN WHICH WE CONSOLIDATED OUR GAINS
AND REINFORCED OUR CORPORATE AND
ORGANIZATIONAL STRUCTURES.
After converting to a corporation at the beginning
of the year, we completed the implementation of
an integrated management system for all of our
operations; we also launched our operational excellence
program. This initiative seeks to maintain GENIVAR’s
leadership position in terms of operating margins,
as well as in the areas of management/production
process uniformity and improvements, and increased
resource collaboration. Information sharing and our
people’s connectivity are essential success factors for
the firm. Ensuring maximum use of our teams’ talents
and knowledge benefits GENIVAR as well as our clients.
In addition, by investing in our systems, training our
resources and developing our leadership platform,
we are positioning ourselves advantageously for the
coming years.
WE WILL THUS BE ENTERING A NEW
STAGE IN OUR DEVELOPMENT ON AN
EVEN MORE SOLID FOOTING THANKS
TO OUR STRENGTHENED MANAGEMENT
TEAM AND OUR EMPLOYEES, WHO ARE
MOBILIZED AND UNITED AROUND A SET
OF SHARED CORE VALUES.
In a fragile economic context, our financial performance
was solid in 2011. Our net revenues reached
$529.0 million, up 12.7% from 2010, while our
earnings before interest, income taxes, depreciation
and amortization (EBITDA) totalled $89.7 million, up
7.4% year over year. A more detailed overview of
our financial results is provided in the 2011 Year-End
Financial Report section of this annual report. The vast
majority of our net revenues (98.1%) were generated in
Canada or abroad on behalf of Canadian clients.
CANADA’S ECONOMY, WHICH IS
RELATIVELY GOOD COMPARED WITH
THOSE OF MOST OF THE OTHER
INDUSTRIALIZED COUNTRIES, WILL
PROVIDE US WITH A SOLID MARKET AND
ATTRACTIVE GROWTH OPPORTUNITIES IN
THE YEARS TO COME.
In addition, our regional diversification strategy and the
development of our five market segments will enable
us to ride out any temporary fluctuations. For example,
activity in the infrastructure sector declined slightly in
2011, while the environment and industrial markets
recorded increases of more than 10%, primarily driven
by the resources sector. Our strongest regional growth
was in Quebec, and the Atlantic provinces, while British
Columbia saw reduced investment.
As regards acquisitions, the Canadian market continues
to consolidate and we were very active in 2011 with
a total of 10 acquisitions. As a result, we added some
355 employees and established a presence in Prince
Edward Island and Newfoundland, thus fulfilling our
desire to be present in all Canadian provinces The
signing of strategic agreements with three architectural
firms also enabled us to reinforce our integrated
building service offering and to obtain national accounts
with several major retailers with nationwide operations.
This is an interesting growth area for GENIVAR and we
intend to develop it in the coming years.
—
PAGE
13
 In addition, our three acquisitions in the environment
sector added to our expertise and reflected our desire
to place environmental sustainability at the forefront
of our projects. Indeed, environmental protection has
been the central focus of our multidisciplinary approach
for more than 20 years and continues to be a strategic
asset for our clients in terms of project delivery. This
is a high-growth-potential market for us and we will
continue to play a very active role in it thanks to
organic growth as well as via acquisitions.
On the whole, although certain market segments or
regions did not reach all of their targets for 2011,
WE ARE SATISFIED WITH THE COMPANY’S
PROGRESS AND ITS PERFORMANCE IN
CANADA, WHICH REMAINS GENIVAR’S
OPERATING BASE AND WHERE WE STILL
HAVE SIGNIFICANT GROWTH POTENTIAL.
In the international arena, our operations did not grow
as expected in 2011 due to the ongoing slowdown in
our activities in Trinidad and Tobago. We did, however,
begin operations in Colombia and France with a view
to developing a better understanding of these
markets. We intend to pursue our development in
those countries, as exemplified by our acquisition of
Consultores Regionales Associados – CRA in early 2012.
But our plans of international expansion do not end
there: we analyzed more than a dozen acquisition
opportunities outside of Canada in 2011 and
established a number of relationships that we hope will
enable us to achieve our international expansion goals.
REST ASSURED THAT OUR APPROACH IS A
PRUDENT ONE: WE INTEND TO MAINTAIN
THE RIGOUR AND DISCIPLINE THAT
CHARACTERIZE THE EXECUTION OF OUR
ACQUISITION STRATEGY.
2011
ANNUAL
REPORT
—
PAGE
14
So what does the future hold in store for GENIVAR?
In Canada, we expect to boost our revenues by 10%
to 15% a year through a mixture of acquisitions and
organic growth. We also hope to continue developing
our integrated approach in the areas of architecture
and building engineering; to reinforce our market
positioning in terms of public/private infrastructure
partnerships; to extend our environmental expertise
in Western Canada; to add complementary services to
our offer, including surveying and project management;
to raise our profile in the natural resources sector; and
to capitalize on our expanded presence in the energy
sector by reinforcing our position in the areas of energy
production and transportation. We are recognized for
the know-how we have developed working alongside
our clients here in Canada.
WE HAVE ALSO BUILT A SOLID
REPUTATION OVER MORE THAN 50 YEARS
(AND IN SOME CASES, OVER MORE THAN
75 YEARS THANKS TO THE FIRMS WE
HAVE ACQUIRED) BASED ON FOUR SIMPLE
BUSINESS PRINCIPLES: QUALITY, SERVICE,
RESPECT AND TRUST.
As I mentioned one year ago, we plan to expand our
overall operations with a view to generating 50% of
our net revenues outside of Canada by the end of
2014. This expansion will focus on countries that offer
a market environment similar to our own, such as the
US, the Commonwealth countries and certain other
European countries. Certain emerging countries are also
of interest to us; primarily the ones with infrastructure
needs and subsoils rich in natural resources to be
developed.
However, only countries offering geopolitical stability,
acceptable business practices and an appropriate
regulatory framework will be of interest to us.
WITH A GOAL OF ACHIEVING ANNUAL
REVENUES OF $1.5 BILLION BY 2015, AND
WITH 50% OF THAT AMOUNT COMING
FROM OUR INTERNATIONAL OPERATIONS,
WE HAVE LOFTY AMBITIONS. WORKING
TOGETHER, WE WILL MAKE THEM A
REALITY.
I would also like to assure GENIVAR’s current and
potential investors that the Company is committed to
upholding the most stringent ethical standards and
code of conduct in all of our operating sectors. Also,
given that we are undertaking increasingly large and
complex projects, we must address the notion of risk
in a structured and coherent way. To that end and in
support of GENIVAR’s continued growth and expanded
international operations, the Company’s management,
backed by the Board of Directors, decided to create
a risk management Committee. This initiative aims
to make us more efficient in the area of operations
management by mitigating risks and enabling GENIVAR
to make the very best decisions on its clients’ behalf.
IN SUPPORT OF OUR VISION AND GROWTH
STRATEGY, TWO FINANCIAL PARTNERS OF
CHOICE HAVE ENTERED INTO AN ALLIANCE
WITH GENIVAR.
The Caisse de dépôt et placement du Québec and the
Canadian Pension Plan Investment Board invested
$160 million in GENIVAR in 2011. We are honoured
by this vote of confidence and will be putting this
investment to good use in order to expedite our
ambitious strategic plan.
Before closing, I would like to reiterate that our success
would not have been possible without the support of
our loyal clients, with whom we have forged long-term
relationships. Their support and recognition are vitally
important to us as we offer state-of-the-art services
and strive to develop new areas of expertise aimed at
improving the quality of life of our fellow citizens. We
are a services company and our ability to innovate must
manifest itself in our relationships with our clients. In
this regard, we must find solutions aimed at optimizing
their productivity by placing our expertise –which often
extends beyond their operating sector– at their service.
GENIVAR makes a difference for its clients by leveraging
its ability to listen, analyze and offer personalized and
innovative solutions.
PLEASE JOIN ME IN THANKING GENIVAR’S
5,500 EMPLOYEES IN CANADA, TRINIDAD
AND TOBAGO, COLOMBIA AND FRANCE
FOR THEIR LOYALTY AND DEDICATION,
AS WELL AS FOR THE OUTSTANDING
PROJECTS THAT THEY DELIVERED OVER
THE COURSE OF THE YEAR.
Our staff’s sense of commitment and determination
provides assurance that your interests will be
safeguarded in the years to come. We constantly
set goals that require sustained efforts by all of our
employees, and our employees continue to reach these
goals in an exemplary fashion. I am convinced that they
will continue to do so as we strive to make 2012 an
even more rewarding year.
Finally, I would like to thank the members of the Board
of Directors for their wise and strategic advice. I also
wish to express my gratitude to our shareholders for
their continued support.
Pierre Shoiry
President and Chief Executive Officer
—
PAGE
15
 — 02 — 03 — 04

— 01

NATIONAL MANAGEMENT COMMITTEE

01 — 07 — 12 —
Pierre Shoiry Éric Tremblay Normand Rheault
President and Chief Senior Vice President, Vice President,
Executive Officer Eastern Quebec Human Resources

13 —
02 — 08 — Tony Veilleux
Alexandre L’Heureux John Nielsen Vice President,
Chief Financial Officer Senior Vice President, Finance and Treasury
Alberta
03 — 14 —
Marc Rivard Sylvain Labrèche
09 —
Chief Operating Officer National Vice President,
François Morton
Industrial and
Senior Vice President,
04 — Telecommunications
British Columbia, Manitoba
Ali Ettehadieh
and Saskatchewan 15 —
Executive Vice President
— 16 Pierre Lacombe
10 — National Vice President,
05 —
Stephen Wallace Energy
Brian Barber
Senior Vice President, Senior Vice President,
16 —
Ontario Atlantic Canada
Sophie Arseneault
Corporate Controller
06 — 11 —
François Perreault Carole Lauzon
Senior Vice President, Vice President,
Western Quebec Information Technology

— 15 — 14 — 13

2011
ANNUAL
REPORT
—
PAGE
16
 — 05 — 06 — 07

— 08

Leaders who can inspire teams to work

together obtain better results and provide
services more quickly, efficiently and cost-
effectively. At GENIVAR, we are proud to be able
to count on seasoned leaders who are experts
in their respective fields. Working together, we — 09
lead a winning team that is shaped by strong
core values, solid management principles and
common goals. Only a solid team can guarantee
consistent growth.”
— Pierre Shoiry

— 10

— 12 — 11

—
PAGE
17
 HUMAN RESOURCES

GENIVAR’s values, client focus, respect,

empowerment and teamwork, are
based on individuals, trust and a sense
of challenge and excellence. These
core values are shared by all of our
employees around the world.

Our multidisciplinary team is our driving force and the
key to our success. That is because our employees’
talents and ongoing commitment enable us to serve
our clients better. So it stands to reason that we
constantly strive to ensure that our employees are
treated fairly and with respect; that they feel supported
in their professional aspirations and their personal
development; and that they can flourish within the
diverse working environment that is our hallmark.
For professional services firms, recruitment is one
of the main keys that determine results. GENIVAR
has a full-time team of professionals in charge of
recruitment. We have optimized our recruitment
process, which identifies prospective employees
2011 using various methods (social media, Internet, job
ANNUAL fairs, forums, announcements, internships, etc.) while
REPORT
— upholding high standards of ethics and professional
PAGE
18
conduct. We respect prospective employees and we
give them the opportunity to express themselves and
provide information on their work experience and their
completed projects as part of a sincere and transparent
recruitment process.
RESPECT IS A HALLMARK OF OUR
BUSINESS CULTURE, WHICH IN ADDITION
TO BEING PROFESSIONAL AND
ENJOYABLE, IS DESIGNED TO ATTRACT
PEOPLE WITH STRONG VALUES.
We select our future employees based on their
technical skills, as well as on their ability to work
as a service provider (listening skills, teamwork,
intellectual curiosity, enthusiasm, mobility, adaptability,
communication) and their commitment to GENIVAR’s
business culture.
 — 02

— 01

— 04

— 03

— 05 — 06

— 01 Eudes, Tech., Site supervisor — 02 Kristy, B.A. Sc., Project manager — 03 TJ, Urban Designer / Christina, Planning Administrator / Clayton,
Geotechnical Engineer / Kristin, Planner / Jizelle, Industrial Engineer / Meghan, Civil Engineer — 04 Sébastien, Eng., Bridge Automation System and Control
Designer & Stéphane, Eng., Hydraulic System Designer — 05 Catherine, B.Sc. Arch., MBA — 06 Adam, EIT et Glenn, P.Eng., BC Director of Buildings —
PAGE
19
 OUR EMPLOYEES COME FROM MORE THAN 60 COUNTRIES

Algeria Estonia Lebanon Senegal

Argentina France Libya Serbia
Bangladesh Germany Malaysia South Korea
Benin Greece Mexico Switzerland
Bosnia Guinea Morocco Syria
Brazil Haiti Pakistan Tanzania
Bulgaria Hungary Peru Trinidad and Tobago
Cameroon India Philippines Tunisia
Canada Iran Poland Turkey
Chile Ireland Portugal Ukraine
China Italy Puerto Rico United Kingdom
Colombia Ivory Coast Romania United States
Congo Japan Russia Uruguay
2011 Cuba Kazakhstan Rwanda Venezuela
ANNUAL
REPORT
—
Egypt Laos Saudi Arabia Yemen
PAGE
20
APPROXIMATE NUMBER OF EMPLOYEES AS AT DECEMBER 31, 2011

5,000 g 11 %
AGE GROUP AVERAGE AGE (EMPLOYEES)

40 years
AVERAGE AGE (MANAGERS)

29% 22% 48 years

31-40 YEARS 41-50 YEARS
AVERAGE AGE (PROFESSIONAL STAFF)

26% 16% 49 years

21-30 YEARS 51-60 YEARS
AVERAGE YEARS OF EXPERIENCE
(MANAGERS AND PROFESSIONAL STAFF)

12 years
1 %
6 %

20 YEARS 61 YEARS
AND UNDER AND OVER

PROPORTION OF MEN / WOMEN

69
MEN
%

31 %
WOMEN —
PAGE
21
 HEALTH, SAFETY AND ENVIRONMENT

Our employees are our most valuable

asset. As a result, we are very serious
about fulfilling our responsibility to
encourage our employees to take care
of their health, to ensure their safety
and to protect the environment in
which they live and work.
In this regard, GENIVAR continues
to incorporate health, safety and
environment (HSE) principles within its
day-to-day operations.

2011
ANNUAL
REPORT
—
PAGE
22
RESULTS FOR 2011
GENIVAR’s HSE statistics are excellent, not only in terms
of frequency but also in terms of the seriousness of the
incidents reported. An analysis of our results over the
past six years shows that we continue to rank among
the very best companies in our operating sector.
AFTER MORE THAN 3.25 MILLION HOURS
WORKED IN 2011, GENIVAR HAS AN
EXEMPLARY RECORD OF ONLY 1 ACCIDENT
INVOLVING DOWNTIME. THAT WORKS
OUT TO A FREQUENCY RATE OF 0.07 PER
200,000 HOURS WORKED.
The credit for these excellent results year after year
goes to our managers and our staff, who participate
actively in efforts to make HSE a key part of our day-to-
day operations.
HSE MANAGEMENT PROCESS:
MEETING THE QUALIFICATION CRITERIA
OF OUR MAJOR CLIENTS
HSE has become a key issue in the qualification process
with our major clients.
IN OUR OPERATING SECTOR, MAINTAINING
OUR HSE LEADERSHIP ROLE SERVES TO
ENHANCE OUR CREDIBILITY AND THUS TO
IMPROVE OUR COMPETITIVENESS.
GENIVAR must take steps to comply with its clients’
obligations and requests by updating its policies,
management handbooks, procedures and safe work
methods. During the qualification process, the following
points are taken into consideration by our clients:
HSE management process; HSE accountability; HSE
documentation and updates; and HSE training for
GENIVAR employees. In light of the importance of this
issue, GENIVAR consolidated its HSE information and
established a qualification management and follow-up
process during the year.
TRAINING: AN IMPORTANT TOOL
In 2011, extensive training was provided at the
national level. In addition, a pilot training development
project (via e-learning) was implemented in Quebec.
The results were conclusive and the next step for
GENIVAR’s management will be to implement this
training approach in all operating regions. The final
objective is to have a customized training program,
based on job title, that is accessible on a timely basis
for all employees, wherever they may work.
WE THUS AIM TO ENSURE THAT OUR
STAFF MEMBERS ARE ABLE TO CARRY
OUT THEIR WORK ACTIVITIES, WHILE
HAVING ACCESS TO THE KNOWLEDGE
THEY NEED TO CONTROL RELATED RISKS.
THIS IS SUPPORTED BY WORK METHODS
AND PROCEDURES THAT ARE ACCESSIBLE
ON OUR INTRANET SITE.
GENIVAR is pursuing its efforts and continues to train
its staff in the areas of introduction to HSE and due
diligence. This approach seeks to raise awareness of
the importance of employees’ roles in maintaining a
safe workplace — a key part of our approach aimed at
maintaining a good quality of life for our employees in
the workplace.
BUSINESS CONTINUITY PLAN
The documentation aimed at applying our business
continuity plan is complete and accessible to all of our
office managers. The managers at all of our offices
have been entrusted with the task of implementing
this plan and updating it on an annual basis.
NATIONAL SCOPE OF HSE ISSUES
OTHER MAJOR DEVELOPMENTS WILL BE
PURSUED IN 2012. AS A MAJOR PLAYER
IN OUR INDUSTRY, IT IS IMPERATIVE
THAT WE CONTINUE TO IMPLEMENT AND
MONITOR A GLOBAL HSE PLAN.
Issues of national importance, such as
telecommunications and risk prevention management
in connection with radiation exposure, indicate that
some of our practices must be synchronized by
adopting a concerted approach adapted to the specific
requirements of provincial legislation, as well as to our
clients’ expectations and our employees’ needs.
—
PAGE
23
 SUSTAINABLE DEVELOPMENT

Sustainable Development is a key

area of engagement for GENIVAR.
Our Sustainable Development
commitments, whether environmental,
social, human or economic, are
incorporated in the way we conduct
our operations.
Through our Sustainable Development
policy, we seek to foster the
development of management practices
reflecting our commitments and to
help our clients fulfil their social and
environmental obligations.

2011
ANNUAL
REPORT
—
PAGE
24
This first report on our Sustainable Development COMMITMENTS AS PART OF OUR
policy marks a new milestone for GENIVAR. It is a
SUSTAINABLE DEVELOPMENT POLICY
formal reflection of the decision made in 2010 to
place Sustainable Development at the heart of our
management process and to assign a dedicated
team to implementing our strategy, in coordination ENSURE RESPONSIBLE
with all GENIVAR offices. MANAGEMENT OF THE COMPANY

2011 certainly marked a turning point in the

structuring and implementation of our corporate
Sustainable Development approach. The required INNOVATE IN THE “RESPONSIBLE”
conditions now appear to be in place to facilitate rapid CONSULTING SERVICES WE OFFER
progress towards the targets we have set.

2012 will be the second year in which GENIVAR’s

Sustainable Development approach is implemented. OFFER A SECURE AND FULFILLING
The following challenges and opportunities are WORK ENVIRONMENT
expected to arise:

• Pursuing efforts aimed at promoting the

corporate Sustainable Development approach REDUCE THE ENVIRONMENTAL
at the corporate, regional and local levels. FOOTPRINT OF OUR PROJECTS
• Ensuring that local coordinators have the
support and resources they need to perform
their work properly. PROMOTE SUSTAINABLE
DEVELOPMENT BEST
• Encouraging sharing of the most inspirational
local initiatives by GENIVAR’s various offices. PRACTICES IN THE CONSULTING
ENGINEERING SECTOR.
• Reviewing the Sustainable Development action
plan with a view to tailoring it to better reflect
GENIVAR’s realities.
• Integrating and promoting our corporate
Sustainable Development approach within the
proposals we submit.

TIMELINE FOR THE “OUR COMMITMENTS” SUSTAINABLE DEVELOPMENT APPROACH

JUNE 2010 AUGUST 2010 FEBRUARY 2011

↓ ↓ ↓
Sustainable Development National Sustainable Development 2011-2013 Sustainable
policy adopted (part of “Our Committee established Development action plan launched
commitments”) with the objective of publishing a
report on a yearly basis —
PAGE
25

EXAMPLES OF LOCAL INITIATIVES
ACROSS GENIVAR’S NETWORK
TRANSPORTATION 101 WORKSHOP:
AN EXAMPLE OF THE INITIATIVES
UNDERTAKEN BY OUR OFFICE IN
MARKHAM, ONTARIO
01 — 02 —
Tripti, Marketing coordinator
Emily, Engineer in training
Sustainable Development coordinators
GENIVAR’s Markham office has entered into a
partnership with Smart Commute, a non-profit
organization, aimed at encouraging our employees to
use alternative means of transportation to get to work,
such as walking, cycling, public transit and carpooling.
To date, we have launched the Carpool Zone program,
an interactive webpage offering carpooling services
exclusively for GENIVAR employees in the region. Our
office has also organized a variety of enjoyable and
educational activities designed to promote alternative
means of transportation, such as the EcoDriver
workshop, a lunch workshop entitled Transit 101 and a
practical course on Nordic pole walking. Our employees
also took part in various community events, such as the
Clean Air Commute Challenge and Car Free Day, both
of which are designed to encourage our employees to
use alternative means of transportation and to reward
them for doing so.
IMPLEMENTING A COMPOSTING PROGRAM
AT THE MONT-TREMBLANT OFFICE
03 —
Lucie, Biologist, Environment unit
Aside from saving energy and recycling, ensuring that
food waste does not end up at landfill sites is the
most important step that we can take on behalf of the
environment — and that is exactly what our Mont-
Tremblant office is doing.
In addition to increasing awareness of Sustainable
Development, the new program has encouraged
employees to discuss other ways to reduce our daily
environmental footprint.
In North America, food and garden waste accounts
for nearly one-third of all waste materials, most of
which ends up in landfill sites or incinerators. All that
is required is a combination of four basic elements —
biological waste, earth, water and air —  to create the
ideal conditions for natural waste recycling.
“Have you seen them?”
ON NOVEMBER 30, 2011, GENIVAR
CELEBRATED ITS INAUGURAL ANNUAL DAY
PROMOTING SUSTAINABLE DEVELOPMENT
IN ALL ITS OFFICES!
The theme selected for the inaugural edition focused
on the role of the approximately 100 local Sustainable
Development coordinators across GENIVAR’s network
of offices, who are working to mobilize employees
around the Sustainable Development action plan. They
are also monitoring and documenting local Sustainable
Development performance and liaising between local
staff and the regional representatives of the national
Sustainable Development Committee.
A number of communications activities were held
on Sustainable Development Day, including a web
campaign on the internal portal organized around the
theme of “Have you seen them?” Posters advertising
the theme were displayed in all common areas, while
each local coordinator wore a T-shirt specially designed
to promote his/her role.
04 —
Local coordinators Guy and Eric proudly wearing
their T-shirts.

Since mid-November 2011, more than 50% of the

employees at the Mont Tremblant office have been
composting their biodegradable food waste in the
workplace. The project is being spearheaded by Lucie,
who is already well versed in the art of composting!
Since Lucie was already bringing her food waste back
home with her, she decided to launch a composting
program at the office so all employees could get
2011
ANNUAL involved.
REPORT
—
PAGE
26
 — 03

— 01 — 04

— 02

HAVE YOU SEEN HIM? HAVE YOU SEEN HER?

Let her know that you want to get involved !
Let him know that you want to get involved !

—
PAGE
27
 OUR EXPERTISE

We operate in a wide variety

of market segments
Transportation / Buildings / Industrial
and energy / Municipal infrastructure /
Environment /
Our professionals offer multidisciplinary
services in the following areas:
Engineering / Environment / Architecture /
Surveying / Project management /

OUR ACTIVITIES IN NUMBER

NUMBER OF CLIENTS NUMBER OF PROJECTS

+8,000 +17,500
A MIX OF PUBLIC AND PRIVATE CLIENTS

2011
ANNUAL
REPORT
—
PAGE
28
52 / 48 % %
NET REVENUES BY MARKET SEGMENT NET REVENUES BY GEOGRAPHY

23%
27%
TRANSPORTATION

10% 17 %
MUNICIPAL
ONTARIO

47%
ENVIRONMENT INFRASTRUCTURE

19 % QUEBEC
20%
INDUSTRIAL
& ENERGY 31%
BUILDING
WESTERN
CANADA

2%
INTERNATIONAL
4%
ATLANTIC
CANADA

OUR OFFICES

↖
Canada
Trinidad
and Tobago

Colombia France
—
PAGE
29
2011
ANNUAL
REPORT
—
PAGE
30
TRANSPORTATION

Bringing people to their desired

destinations and ensuring the
efficient transportation of goods
are the twin keys to prosperity for
any community. Working with public
transit organizations, government
departments, cities, airport and port
organizations, railway companies
and real estate developers, we offer
transportation solutions as well as
a rull range of planning, modeling,
engineering, project management and
contract administration services.

←
Brett, Field technician —
PAGE
31
 — 01

Highways / Bridges / Civil

engineering structures / Airport,
port and railway facilities / Public
2011
ANNUAL
transit facilities / Road networks /
REPORT
— Intelligent transportation systems /
PAGE
32
 — 02

— 04

— 03

— 05

— 06 — 07

— 08

— 01 Completion of Highway 25, Montreal / Laval, Quebec — 02 Richard, Senior Technologist and Charles, Rodman/Junior Technician — 03 Context
Sensitive Re-Design of Westfield Road, Saint John, New Brunswick — 04 Martin B., Engineer and Martin G., technician / site supervisor — 05 Design and
construction of a lift bridge over the Chambly canal, Carignan and St-Jean-sur-Richelieu, Quebec — 06 Rivière Rouge Bridge, Extention of Highway 50,
Grenville-sur-la-Rouge, Quebec — 07 Billy Bishop Airport, Toronto, Ontario — 08 Sébastien and Benoît, Civil technicians —
PAGE
33
2011
ANNUAL
REPORT
—
PAGE
34
BUILDINGS

We provide a range of integrated

services, including architecture,
engineering, asset management
and project management, to a
wide-ranging clientele undertaking
varied projects in numerous different
sectors. Our professionals have
expertise in the areas of mechanical,
electrical and structural engineering,
architectural planning and design,
building sciences, energy efficiency,
food services, telecommunication
solutions and various project
delivery services.

←
Jizelle, Industrial Engineer,
and Chris, P.Eng, Senior
Project Manager —
PAGE
35
 — 01

Institutional / Healthcare / Residential /

Commercial / Manufacturing /
Recreation / Education / Industrial /
Safety and defence / Hospitality /
Tourism /

2011
ANNUAL
REPORT
—
PAGE
36
 — 02

— 04

— 03

— 05

— 06

— 07 — 08

— 09

— 01 BC Place Stadium Renovation, Vancouver, British Columbia (Architects: Stantec Architecture) — 02 Fly Condominiums, Empire Communities, Toronto,
Ontario — 03 Royal Jubilee Hospital Energy Centre, Victoria, British Columbia — 04 The Northern Alberta Institute of Technology (NAIT) Campus, Edmonton,
Alberta — 05 John, Principal, / Joe, Intermediate architectural technologist / Karon, Senior architectural technologist, all from WHW Architects
— 06 Life Sciences Research Institute, Dalhousie University, Halifax, Nova Scotia (photo courtesy of WHW Architects) — 07 Ronald McDonald House,
Fondation des amis de l’enfance (Montreal) Inc., Quebec — 08 Odysseo Big Top, Cavalia 2 Project, Montreal, Quebec (photo courtesy of Cavalia)
— 09 Royal Roads University Learning and Innovation Centre, Anticipated LEED Gold, Victoria, British Columbia (Architects: Jensen Chernoff Thompson Architects) —
PAGE
37
 — 01

— 02
— 03

— 04

— 05 — 06

2011
ANNUAL — 01 Communication tower, Toronto, Ontario — 02 Shane, tech., Tower inspector — 03 Addition of LTE Equipment for Bell Mobility in Quebec and Ontario
REPORT — 04 Addition of Radio-Relay Link for Hydro-Quebec, Quebec — 05 Installation of microwave and cellular antennas, Rogers Wireless, Montreal, Quebec
— — 06 Andrew, Project surveyor — 07 Eastlink Cell Tower, Nova Scotia
PAGE
38
Telecommunications /

— 07

—
PAGE
39
2011
ANNUAL
REPORT
—
PAGE
40
MUNICIPAL INFRASTRUCTURE

Our main clients include municipalities,

townships and real estate developers.
With more than 50 years of experience
in this field, we have consistently
devised creative solutions aimed
at ensuring optimal community
development, not only in urban centres,
but also in rural and northern regions.
Our comprehensive approach enables
us to devise solutions addressing
the growing development of human
activities.

←
Denis, B. Eng & Mgmt,
E.I.T., Hydraulic
Engineering Intern
—
PAGE
41
 — 01

Requalification of public space and

municipal development / Water
distribution and treatment / Rainwater
management / Wastewater collection
and treatment / Land use planning /
Utilities / Municipal road network /
Lighting /

2011
ANNUAL
REPORT
—
PAGE
42
 — 03

— 02 — 04

— 05

— 06

— 07 — 08

— 01 Woodroffe Ave Pedestrian Bridge, Ottawa, Ontario — 02 Drinkable water treatment plants, Pointe-Claire, Dorval and Pierrefonds, Québec
— 03 Brett, Field technician — 04 Waterfront revitalization masterplan, Port of Spain, Trinidad and Tobago — 05 Barrie Surface Water Treatment Plant,
Barrie, Ontario — 06 Steve, surveying department — 07 Piero, Director, Trenchless Technologies and Sandra, Engineer — 08 Valmont Crescent, Fox Creek
Golf Community F. C. Dieppe Developments Inc., Dieppe, New Brunswick —
PAGE
43
2011
ANNUAL
REPORT
—
PAGE
44
INDUSTRIAL AND ENERGY

We offer optimal and flexible solutions

adapted to our clients’ needs. From
feasibility studies to design and
commissioning, we monitor projects
throughout their life cycles. We
also offer a full range of “one-stop”
engineering, project management
and environmental services. Drawing
on their vast skills and equipped with
state-of-the-art tools, our experts take
on the challenges presented to them
by applying exemplary best practices
designed to achieve optimal results.

←
Kyle, Project engineer —
PAGE
45
 — 01

Mining and metallurgy /

2011
ANNUAL
REPORT
—
PAGE
46
 — 02 — 03

— 04

— 05 — 06

— 07

— 01 Westwood mine, Rouyn-Noranda, Quebec — 02 Josée, Project manager — 03 Elkview Coal Mine Process Plant, British Columbia — 04 Picadilly
Potash Mine, PotashCorp Sussex, New Brunswick — 05 Lalor Mine, Snow Lake, Manitoba — 06 Headframe, Galleries and Transfer Towers, Potash
Corporation of Saskatchewan, Cory, Saskatchewan — 07 Guy, Team leader —
PAGE
47
 Pulp and paper / Chemicals and
petrochemicals / Wood processing /
Agrifood / Pharmaceuticals and
biotechnology /

— 01

2011
ANNUAL
REPORT
—
PAGE
48
 — 03

— 02

— 04

— 05

— 01 Twin Rivers Technologies Canola Seed and Soybean Processing Plant, Quebec — 02 New heating furnace, ArcelorMittal, Longueuil, Quebec
— 03 Underground Storage Tank Removal at a large industrial facility, Thorold, Ontario — 04 Jianrong, PhD, Senior Wastewater Scientist
— 05 Phostech Lithium, Candiac Plant, Quebec —
PAGE
49
 — 01

— 02

— 03 — 05

— 04

2011 — 01 Groundbirch 04-15, Dawson Creek, British Columbia — 02 Confidential client, Edson, Alberta — 03 Groundbirch frac water storage facility,
ANNUAL Southwest of Fort St. John, Colombie-Britannique — 04 Groundbirch sour gas plant phase 1, Dawson Creek, British Columbia — 05 Groundbirch 04-15,
REPORT Dawson Creek, British Columbia — 06 Craig, CD, M.Sc., P.Geol., P.Ag., EP, Senior Manager, Environment / Brenna, B.Sc., P.Chem., EPt, Environmental Scientist /
— Fannie, B.A.Sc., RTAg, EP, Project Manager, Environment
PAGE
50
Oil and gas /

— 06

—
PAGE
51
 Hydroelectricity / Wind, solar and thermal
energy production / Cogeneration /
Distribution and transmission systems /
Biomass / Nuclear safety /

— 01

2011
ANNUAL
REPORT
—
PAGE
52
 — 02

— 03

— 04 — 05

— 06

— 07

— 01 Weir KP 110,3, Rupert River, Baie James Municipality, Quebec — 02 Lameque Windfarm Acciona Energy, Lameque, New Brunswick — 03 Reducing
Energy Costs Renovation of the St-Bruno de Montarville Municipal Garage, St-Bruno-de Montarville, Quebec — 04 Booz, Eng., EIT — 05 Arnprior solar farm,
Ontario — 06 Yukon rectifier, Vancouver, British Columbia — 07 Alexandre, Technician Geomatics —
PAGE
53
2011
ANNUAL
REPORT
—
PAGE
54
ENVIRONMENT

Efforts to strengthen laws and

regulations aimed at preserving and
protecting the environment while
addressing growing community
concerns in the area of Sustainable
Development have become essential.
Our clients in this market segment
include public and private-sector
institutions from all other market
segments.
Incorporating Sustainable Development
principles, our experts develop practical
solutions aimed at preserving balance
in the interactions between human and
natural environments.
←
Jeremy,
Environmental Scientist —
PAGE
55
 — 01

Characterization / Impact studies and

environmental assessments / Risk
management / Permit applications /
Compliance audits / Environmental
management systems / Cartography /
Geomatics / Ecosystem studies /

2011
ANNUAL
REPORT
—
PAGE
56
 — 03

— 02

— 04

— 05

— 06 — 07

— 08

— 01 Blumenort lagoon, Rural municipality of Hanover, Manitoba — 02 Truck Dump remediation at a decommissioned oil processing plant in Eastern
Alberta — 03 Michel, Environmental Technician — 04 Nicolas, Wildlife Technician and Jean-François, Biologist — 05 South Saugeen River Slope Stabilization
and River Realignment Project, West Grey, Ontario — 06 Canadian Malartic gold mine project, Osisko Mining Corporation, Malartic, Quebec — 07 Heather et
Kyle, Project engineers — 08 Rock Point Provincial Park Constructed Wetland, Dunnville, Ontario —
PAGE
57
2011
ANNUAL
REPORT
—
PAGE
58
2011 YEAR-END
FINANCIAL REPORT
—
MANAGEMENT'S
DISCUSSION AND
ANALYSIS

—
PAGE
59
 MANAGEMENT’S DISCUSSION AND ANALYSIS
The following management’s discussion and analysis (“MD&A”) of financial condition and results of operations
dated March 23, 2012, is intended to assist readers in understanding GENIVAR Inc. (the “Company” or “GENIVAR”)
and its business environment, strategies, performance and risk factors. In this MD&A, the “Company,” “we,” “us” and
“our” mean GENIVAR Inc. This MD&A should be read together with the audited consolidated financial statements
and accompanying notes of the Company for the year ended December 31, 2011.

This MD&A focuses on the Company’s fourth-quarter results, being from October 2, 2011, to December 31, 2011.
The Company’s quarters usually include 13 weeks except the last one, which has to end on December 31 of each
year and the first quarter that follows. All amounts shown in this MD&A are expressed in Canadian dollars, unless
otherwise indicated.

The Company’s consolidated financial statements for the year ended December 31, 2011, have been prepared in
compliance with Canadian generally accepted accounting principles that were revised to incorporate International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The
Company has adopted IFRS as its basis of financial reporting at the beginning of 2011, using January 1, 2010, as
the transition date. All comparative figures have been restated using IFRS unless otherwise noted. The transition to
IFRS had material impacts on the Company’s consolidated statements of earnings, cash flows and financial position
for the year 2010. The note 31 of the consolidated financial statements for the year ended December 31, 2011,
and the “Transition to IFRS” section of this MD&A presents detailed explanations about the significant impacts on
the statements of earnings, cash flows for the year ended December 31, 2010, and statement of financial position
as at December 31, 2010, and January 1, 2010.

FORWARD-LOOKING STATEMENTS
This MD&A contains certain forward-looking statements. These statements relate to future events or future
performance and reflect the expectations of management (“Management”) regarding the growth, results of
operations, performance and business prospects and opportunities of GENIVAR or of the Engineering Services
industry. Such forward-looking statements reflect current beliefs of Management and are based on information
currently available. In some cases, forward-looking statements can be identified by terminology such as “may,”
“will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative
of these terms or other comparable terminology. A number of factors could cause actual events or results to
differ materially from the results discussed in the forward-looking statements. In evaluating these statements,
investors should specifically consider various factors, including the risks outlined under the heading “Risk Factors”
of this MD&A, which may cause actual events or results to differ materially from the results discussed in any
forward-looking statement. Although the forward-looking statements contained in this MD&A are based upon
what Management believes to be reasonable assumptions, there can be no assurance that actual results will be
consistent with these forward-looking statements.

NON-IFRS MEASURES
GENIVAR uses non-IFRS measures that are considered by Canadian companies as indicators of financial
performance measures which are not recognized under IFRS and may differ from similar computations as reported
by other similar entities and, accordingly, may not be comparable. GENIVAR believes these measures are useful
supplemental information that may assist investors in assessing an investment in the Company’s shares.

Non-IFRS measures used by GENIVAR are net revenues, EBITDA, EBITDA per share/unit, income tax expenses
per share/unit, adjusted net earnings, adjusted net earnings per share/unit, funds from operations, funds from
operations per share/unit, free cash flow, and free cash flow per share/unit. These measures are defined at the end
of this MD&A in the “Glossary” section.

2011
ANNUAL
REPORT
—
PAGE
60
OVERVIEW OF THE INDUSTRY AND GENIVAR
The industry
The Canadian Engineering Services industry encompasses professional consulting activities in engineering,
management, environmental and other technical services related to the development and implementation of
infrastructure and other projects in the public and private sectors. Services provided for a particular project may
include any or all of the following: feasibility studies, strategic planning, detailed engineering design, project and
program management, site inspection, commissioning, plant operation and other related services. Engineering
services are a vital part of the Canadian economy, GENIVAR’s services being required on most of the infrastructure
needs of the society.

Contracts in the Engineering Services industry are awarded through public calls for tenders, through invitation
or by private agreement. They are generally remunerated through fee-for-service agreements based on hourly
rates, a fixed-price negotiated fee or as a percentage of a project cost. Work is mostly obtained through requests
for qualifications and requests for proposals where an offer of services is prepared detailing firm experience and
qualifications, personnel, methodology and approach.

GENIVAR
GENIVAR is a leading Canadian professional services firm providing private- and public-sector clients with a broad
diversity of services in planning, engineering, surveying, environmental sciences, and project and construction
management, as well as architecture through strategic alliances. GENIVAR offers a variety of project services
throughout all project execution phases, from the initial development and planning studies through to the design,
construction, commissioning and maintenance phases. GENIVAR has developed a multidisciplinary team approach
whereby employees work closely with clients to develop optimized solutions on time and on budget. GENIVAR
operates in five different industries: Building, Municipal Infrastructure, Industrial and Energy, Transportation, and
Environment.

Building: GENIVAR provides integrated architecture and engineering, asset management and project
management services to a wide range of clients and projects in the healthcare, education, institutional,
commercial, residential, cultural, recreational and sport facilities, hospitality and tourism, security and defence,
manufacturing and industrial sectors. GENIVAR's broad range of services encompasses mechanical, electrical
and structural engineering, planning and architectural design, building sciences, energy efficiency, food services,
telecommunication solutions as well as other project services. GENIVAR works on existing facilities as well as on
new construction projects.

Municipal Infrastructure: Cities, municipalities, townships and real estate developers are among the major
clients of this market segment. GENIVAR’s assignments relate to municipal rehabilitation and development, water
distribution and treatment, wastewater collection and treatment, public utilities, storm water management, land
development, municipal road networks, lighting and various municipal facilities.

Industrial & Energy: GENIVAR provides planning, engineering and project management services to private
businesses of various industries such as mining and mineral processing (underground and open pit), oil and gas,
metallurgy, chemical and petrochemicals, pulp and paper, wood products, pharmaceuticals and biotechnology,
food and beverage, power generation and general manufacturing. Power generation projects include hydroelectric,
wind, solar and thermal power generation, nuclear safety, cogeneration and related distribution and transmission
systems. GENIVAR's clients in energy include public suppliers of electricity and private developers.

Transportation: Through public transport authorities, government departments, cities, airport and port authorities,
railroad companies and real estate developers, the Company offers transportation solutions by providing planning,
modeling, engineering, project management and contract administration services. Typical projects include roads,
bridges and other civil engineering structures, harbor, railways and airport facilities, mass and urban transit
facilities, traffic systems and other transportation-related projects.

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 Environment: GENIVAR's services include impact studies and environmental assessments, ecosystem studies,
monitoring surveys and characterizations, management systems, permitting, compliance audits, geomatics and
mapping, as well as economic and risk management. Clients in this market segment include organizations from all
of the other market segments, and typical projects include restoration of contaminated sites, waste management,
habitat restoration and site rehabilitation. GENIVAR has developed an integrated approach to projects where
the Company's environmental scientists are involved in the start-up and completion of most projects where
environmental considerations are important.

GENIVAR’s business model is centered on maintaining a leadership position in each of its industries and regions in
which it operates. To do so, GENIVAR establishes a strong commitment to and recognizes the needs of surrounding
local communities and clients, whether local or national. GENIVAR's business model translates into regional offices
with an established market share and a full-service offering throughout every project execution phase. GENIVAR
has permanent offices in all of the Canadian provinces, in France, in Colombia and in the Caribbean. GENIVAR also
currently works on projects in many different countries. Functionally, market segment leaders work together with
regional leaders to develop and coordinate services, combining local knowledge and relationships with nationally
recognized expertise.

Since its initial public offering of May 2006, GENIVAR has achieved its goal to develop a national firm with a
leading presence in all major regions of Canada and a leadership position in each of its five industries. GENIVAR
wants to be recognized as one of the leading multidisciplinary professional services firm in Canada in terms of
employees and notoriety and evaluates that to enhance its position as a leading firm throughout Canada, and to
achieve leadership in its market segments, it must continue its growth plan. GENIVAR will continue to concentrate
its efforts on recruiting and retaining a talented workforce by providing a dynamic and vibrant work environment
and by continuing the acquisition strategy of attracting successful and complementary businesses to the
GENIVAR family.

On the international front, GENIVAR will continue to support its clients in their global development and remain
focused on international project opportunities as well as establishing operations in selected emerging markets.
GENIVAR focuses on countries with resource-based revenues, infrastructure needs and a stable political
environment with sound commercial practices.

GENIVAR endeavours to expand globally with an objective that by the end of 2014, 50% of its revenues will be
achieved outside of Canada. This expansion will be focused on countries offering a similar engineering services
industry such as, but not limited to, the United States, a number of industrialized Commonwealth countries and
selected European countries.

As of January 1, 2011, the Company is the successor of the Fund, following the completion at that date of the
approved plan of arrangement (the “Arrangement”) providing for the reorganization of the Fund’s income trust
structure into a new publicly-traded company, GENIVAR, and the simultaneous combination of the financial
interests of the Fund’s former non-controlling unitholder, GENIVAR Inc. (“Old GENIVAR”).

The Arrangement was voted upon by the unitholders on May 27, 2010, and approved by the Superior Court of
Quebec on June 14, 2010. The Company now directly owns and operates the business, which was previously
owned and operated by the Fund and its subsidiaries and also owns the assets and liabilities previously owned by
Old GENIVAR.

GENIVAR is one of the largest Canadian professional consulting services firms in terms of employees, with, as at
March 23, 2012, approximately 5,500 managers, professionals, technicians, technologists and support staff in over
100 locations in Canada and abroad.

2011
ANNUAL
REPORT
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HIGHLIGHTS
The fourth quarter was very active for GENIVAR with the closing of a private placement with Canada’s top two
institutional investors, the acquisition of three Canadian firms and the negotiation of our Colombian acquisition
which was closed shortly after year-end.

GENIVAR is pleased with its performance for the fourth quarter of and the year 2011. During this quarter, the
productivity was robust, and net revenues and EBITDA stood at $132.7 million and $21.5 million, which represent
increases of 11.9% and 11.0% respectively. For the year 2011, net revenues reached $529.0 million and the
EBITDA was $89.7 million, representing a margin of 17.0% as a percentage of net revenues.

In 2011, the Company’s total growth on net revenues at 11.9% and Canadian organic growth at 2.3% finished
within our target range of 10-15% and 0-5% respectively. The strong cash flows generated from operating
activities in the fourth quarter of 2011 and the solid improvement in days sales outstanding ratio (“DSO”) was
supported by the operational initiatives that we put in place during the year.

During the quarter, the firm raised $159.7 million with the Canada Pension Plan Investment Board and the Caisse
de dépôt et placements du Québec. In a very fast-paced, consolidating industry and a volatile world economy, it is
the Management’s belief that the support of these two strong Canadian institutions will allow GENIVAR to execute
its plan and to ensure the sustainability of the firm in the long run. Furthermore, despite a short term dilution
of our existing investor base, including shares owned by Management and employees, we consider the target
acquisition pipeline, both in Canada and abroad, to be very healthy and we are confident we can generate and
produce quality earnings growth for our shareholders in the medium and long term.

Proceeds from the private placement have been partially used to repay bank advances in December 2011. The
remaining $50.0 million of bank advances was reimbursed in January since its maturity date was after year-end.
At the end of December, GENIVAR had $144.0 million in cash and available credit facilities of $175.0 million to
pursue its growth plan and take advantage of market opportunities.

The Company completed ten acquisitions in 2011 and added approximately 355 employees to its work force.
During the quarter, GENIVAR further diversified its professional services offering by welcoming the entities
collectively referred to as “Giroux.” Giroux is a group of leading surveying companies in land and construction as
well as sea-bottom surveying. The Company acquired ISACtion Inc., an industrial automation firm also specializing
in instrumentation control and automation systems, which will allow the Company to meet clients’ growing
needs in the aluminum and mining sectors. Finally, a special purpose entity controlled by GENIVAR acquired AE
Consultants Ltd., a professional service firm in architecture and engineering based in Newfoundland and Labrador.
Through this acquisition, the Company is delivering its growth strategy of expanding across Canada as the
Company is now established in all ten Canadian provinces.

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 Financial highlights
FOURTH QUARTER YEAR
2011 2010 Variation 2011 2010 Variation
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
FROM OCTOBER 2 FROM OCTOBER 3 FROM JANUARY 1 FROM JANUARY 1
In thousands of dollars, except per share/unit data TO DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31
and percentages (UNAUDITED) (UNAUDITED) % (AUDITED*) (AUDITED*) %

Revenues $ 171,980 $ 154,706 11.2% $ 651,885 $ 580,431 12.3%

Net revenues** $ 132,681 $ 118,603 11.9% $ 529,002 $ 469,499 12.7%
EBITDA** $ 21,464 $ 19,333 11.0% $ 89,689 $ 83,482 7.4%
EBITDA per share/unit** $ 0.80 $ 0.71 12.7% $ 3.42 $ 3.07 11.4%
Net earnings $ 9,915 $ 2,696 267.8% $ 50,056 $ 50,950 (1.8%)
Net earnings per share/unit
Basic $ 0.37 $ 0.15 146.7% $ 1.91 $ 2.81 (32.0%)
Diluted $ 0.37 $ 0.15 146.7% $ 1.91 $ 2.26 (15.5%)
Adjusted net earnings** $ 9,915 $ 2,696 267.8% $ 50,056 $ 47,100 6.3%
Funds from operations** $ 16,451 $ 17,745 (7.3%) $ 67,742 $ 79,756 (15.1%)
Funds from operations per share/unit** $ 0.61 $ 0.65 (6.2%) $ 2.58 $ 2.94 (12.2%)
Free cash flow** $ 47,464 $ 32,579 45.7% $ 60,307 $ 49,098 22.8%
Free cash flow per share/unit** $ 1.82 $ 1.20 51.7% $ 2.30 $ 1.81 27.1%

* Except for non-IFRS measures.

** Non-IFRS measures are described in the “Glossary” section.

Revenues for the fourth quarter ended December 31, 2011, rose to $172.0 million in 2011 compared to
$154.7 million in 2010, representing an increase of 11.2%. For the same period, net revenues stood at
$132.7 million, representing an increase of 11.9%. Revenues for the year 2011 were up to $651.9 million
compared to $580.4 million in 2010. Net revenues reached $529.0 million in 2011 compared to $469.5 million
in 2010.

Aggregate organic growth for the quarter ended December 31, 2011, was 2.1% of net revenues, the remaining
growth of 9.8% being generated through acquisitions.

The tables below present the breakdown of revenues and net revenues generated in Canada and abroad as well as
the acquisition and organic year-over-year contributions.

Revenues
FOURTH QUARTER YEAR

in thousands of dollars except percentages Canada International Total Canada International Total
2011 $ 170,355 $ 1,625 $ 171,980 $ 639,932 $ 11,953 $ 651,885
2010 $ 152,009 $ 2,697 $ 154,706 $ 563,547 $ 16,884 $ 580,431
Acquisition growth (%) 9.4% - 9.2% 11.3% - 11.0%
Organic growth (%) 2.7% (39.8%) 2.0% 2.2% (29.2%) 1.3%

Net revenues
FOURTH QUARTER YEAR

in thousands of dollars except percentages Canada International Total Canada International Total
2011 $ 131,455 $ 1,226 $ 132,681 $ 519,430 $ 9,572 $ 529,002
2010 $ 116,622 $ 1,981 $ 118,603 $ 456,736 $ 12,763 $ 469,499
Acquisition growth (%) 10.0% - 9.8% 11.4% -   11.1%
2011 Organic growth (%) 2.7% (38.1%) 2.1% 2.3% (25.0%) 1.6%
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Canadian organic growth on net revenues for the year-to-date period of 2011 reached 2.3%.

2011 growth on net revenues by geography

FOURTH QUARTER YEAR
Organic Acquisition Organic Acquisition
growth growth Total growth growth Total
Quebec 11.4% 8.9% 20.3% 4.2% 3.2% 6.4%
Ontario (10.3%) 1.5% (8.8%) (1.0%) 8.6% 7.6 %
Western Canada (2.1%) 20.1% 18.0% (0.7%) 29.5% 28.8%
Atlantic Canada 59.5% 50.8% 110.3% 46.5% 100.6% 147.1%
International (38.1%) - (38.1%) (25.0%) - (25.0%)
Total 2.1% 9.8% 11.9% 1.6% 11.1% 12.7%

More specifically, the Western and Atlantic Canada regions experienced the strongest total regional growth as a
percentage of net revenues. Despite a more challenging environment, Quebec posted the biggest organic growth
for the year at 4.2% after Atlantic Canada. For the year 2011, our international operations posted the worst results
while the Ontario and Western Canada operations posted flat or slightly negative organic growth.

2011 annual growth on net revenues by market segment

Organic Acquisition
growth growth Total
Building (2.6%) 7.9% 5.3%
Municipal infrastructure 0.6% 19.1% 19.7%
Industrial & Energy 11.2% 28.7% 39.9%
Transportation (1.4%) 0.1% (1.3%)
Environment 10.2% 6.1% 16.3%
Total 1.6% 11.1% 12.7%

As a percentage of net revenues, in 2011, our biggest growth through acquisitions emerged from our Industrial
and Energy, Municipal Infrastructure as well as Building market segments. Environment and Industrial and Energy
posted double digits organic growth while Building was the worst performer. The performance of the Building
segment was certainly disappointing but on the positive side, the outcome is not the result of a change in the
supply and demand dynamic of this market, but rather due to inefficient execution on certain Canadian projects.

On the international front, the slowdown of the Trinidad and Tobago operations continued to negatively impact our
year-to-date organic growth. In Colombia and France, where GENIVAR established offices during 2011, we are very
pleased with the developments of our teams and new mandates. At the end of 2011, the Company had full-time
employees in each office.

During the fourth quarter of 2011, EBITDA totalled $21.5 million or $0.80 per share, compared to $19.3 million or
$0.71 per unit recorded for the same period in 2010. Net earnings for 2011 were $9.9 million compared to
$2.7 million in 2010. For the year 2011, EBITDA reached $89.7 million or $3.42 per share compared to
$83.5 million or $3.07 per unit for the same period of 2010. Adjusted net earnings were $50.1 million for 2011
compared to $47.1 million a year before.

Fourth quarter results included $1.0 million in financial expenses, $2.4 million in depreciation of property, plant and
equipment, $4.5 million in amortization of intangible assets as well as income tax expenses of $3.7 million.

For the fourth quarter, gross margin on projects was slightly below the first and the second quarters of 2011, but
above the third quarter of 2011 at 48.5% of net revenues.

During the fourth quarter of 2011, GENIVAR generated funds from operations of $16.5 million compared to
$17.7 million in 2010, the difference being explained by the income tax expenses recorded during the quarter of
2011. Free cash flow stood at $47.5 million or $1.82 per share compared to $32.6 million or $1.20 per unit for the
same period in 2010. GENIVAR continues to generate sufficient cash flows from operating activities to sustain its —
future activities, projects and dividend policy. PAGE
65
 Statements of financial position

2011 2010 Variation

AS AT AS AT
DECEMBER 31 DECEMBER 31
in thousands of dollars (AUDITED) (AUDITED) $
Total assets $ 726,049 $ 591,827 $ 134,222
Long-term financial liabilities(1) $ 74,293 $ 74,892 ($ 599)
Less: Cash and cash equivalents ($ 144,031) ($ 26,961) ($ 117,070)
Net debt ($ 69,738) $ 47,931 ($ 117,669)

(1) Long-term financial liabilities consist of notes payable, balances payable to former shareholders, loan payable, including current portions
and bank advances.

As at December 31, 2011, GENIVAR had a net cash position of $94.0 million and long-term financial liabilities,
excluding bank advances, of $24.3 million. As at December 31, 2011, the Company has drawn down $50.0 million
of its existing credit facilities and has $144.0 million in cash. The ratio of net debt to EBITDA on a trailing-twelve-
month basis was easily reached as shown above with a negative net debt.

Proposal activity in the fourth quarter was dynamic across all Canadian regions in both the public and private
sectors and in all market segments. Backlog stood at $409.6 million as at December 31, 2011, down from
$419.3 million at the end of the third quarter of 2011 and represents 7.5 months of work. The number of
months is based on our trailing twelve-month revenues, which were adjusted to reflect the full contribution of
the acquisitions completed during the period. In addition, GENIVAR had significant offers and master service
agreements signed with clients of more than $100.0 million for which expected revenues are not included in the
backlog since the value of the work to be carried is not specified.

The following list, which represents a sample of projects awarded to GENIVAR during the fourth quarter, includes,
but is not limited to:

• Detailed engineering design review services for the Ministry of Environment of Ontario for Young’s Creek on-
site and off-site remediation areas at the Deloro mine site.
• A study detailing the potential implications associated with alternative energy development, including wind,
tidal and solar energy for the Victoria County area in Nova Scotia.
• An assistance mandate as multidisciplinary project management experts for the multi-purpose amphitheatre
in Quebec City.
• Professional engineering services specific to the Department of National Defence requirements under a
Defence Construction Canada Source List mandate for facilities across New Brunswick and Prince Edward
Island. The contract consists of new roads and road upgrade designs, parking lot designs, stream crossing
designs and municipal utility designs.
• Professional planning and engineering services to the Greater Moncton International Airport related to the
extension of Runway 06-24.
• A mandate by Public Works and Government Services Canada in connection with a Standing Offer for the
provision of specialized industrial hygiene services in all regions of Quebec.
• Consulting services for the redevelopment program at the Iqaluit International Airport in Nunavut. This project
will see the construction of a new Air Terminal Building, new Combined Services Building and an extensive
airside rehabilitation and expansion program.
• Structural and civil engineering services for phase 2 of the rehabilitation of the Quebec City Hôtel-Dieu
Hospital.
• An environmental contract for the hydraulic planning of the Meuse River in France.
2011
• Project management for the construction of Oak Ridges Community Centre in Richmond Hill, Ontario.
ANNUAL
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 • Engineering services to prepare plans and specifications outlining repairs, as well as to provide
projectmanagement services during construction of the Lennox Island Bridge in Prince Edward Island.
• Industrial, mechanical, structural and electrical services for Nevada Copper Corporation’s mining Pumpkin
Hollow Project.
• A survey, design, tendering and construction administration project for the rehabilitation of existing municipal
infrastructure in the city of Wetaskiwin, Alberta.
• A geotechnical investigation, preliminary alignment, detailed engineering, tendering and construction
administration project for the regional Waterline from Cleardale to Worlsey, in Alberta.

Results of operations
FOURTH QUARTER YEAR
2011 2010 Variation 2011 2010 Variation
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
FROM OCTOBER 2 FROM OCTOBER 3 FROM JANUARY 1 FROM JANUARY 1
In thousands of dollars, except number of shares/ TO DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31
units, per share/unit data and percentages (UNAUDITED) (UNAUDITED) % (AUDITED*) (AUDITED*) %

Revenues $ 171,980 $ 154,706 11.2% $ 651,885 $ 580,431 12.3%

Less: Subconsultants and other direct
expenses $ 39,299 $ 36,103 8.9% $ 122,883 $ 110,932 10.8%
Net revenues** $ 132,681 $ 118,603 11.9% $ 529,002 $ 469,499 12.7%
Direct project costs $ 68,371 $ 61,597 11.0% $ 272,412 $ 238,537 14.2%
Gross margin $ 64,310 $ 57,006 12.8% $ 256,590 $ 230,962 11.1%
Marketing, general and administrative
expenses(1) $ 42,846 $ 37,673 13.7% $ 166,901 $ 147,480 13.2%
EBITDA** $ 21,464 $ 19,333 11.0% $ 89,689 $ 83,482 7.4%
Amortization of intangible assets $ 4,479 $ 4,864 (7.9%) $ 17,311 $ 16,859 2.7%
Depreciation of property, plant
and equipment $ 2,389 $ 1,789 33.5% $ 7,971 $ 6,312 26.3%
Financial expenses(2) $ 1,003 $ 671 49.5% $ 4,406 ($ 2,367) 286.1%
Earnings before income taxes $ 13,593 $ 12,009 13.2% $ 60,001 $ 62,678 (4.3%)
Income tax expenses $ 3,678 $ 9,313 (60.5%) $ 9,945 $ 11,728 (15.2%)
Net earnings $ 9,915 $ 2,696 267.8% $ 50,056 $ 50,950 (1.8%)
Attributable to the:
shareholders/unitholders $ 9,911 ($ 1,154) 958.8% $ 50,052 $ 39,219 27.6%
non-controlling interest $4 $ 3,850 (99.9%) $4 $ 11,731 (100.0%)
Basic net earnings per share/unit $ 0.37 $ 0.15 146.7% $ 1.91 $ 2.81 (32.0%)
Diluted net earnings per share/unit $ 0.37 $ 0.15 146.7% $ 1.91 $ 2.26 (15.5%)
Adjusted net earnings** $ 9,915 $ 2,696 267.8% $ 50,056 $ 47,100 6.3%
Adjusted net earnings per share/unit** $ 0.37 $ 0.10 270.0% $ 1.91 $ 1.73 10.4%
Weighted average number of shares/units 26,841,888 18,103,589 26,233,234 18,103,589
Diluted weighted average number of
shares/units 26,841,888 18,103,589 26,233,234 21,752,567
Adjusted weighted average number of
shares/units(3) 26,841,888 27,163,976 26,233,234 27,163,976

* Except for non IFRS measures

** Non-IFRS measures are described in the “Glossary” section.
(1) The marketing, general and administrative expenses include the exchange loss or gain and the interest revenues.
(2) In 2011, the financial expenses only included the interest expenses. The 2010 financial expenses included the unrealized gain arising from changes in
fair value of financial liability related to LP Units of $9,513, less the distributions on this financial liability of $5,663 and the interest expenses.
(3) Adjusted weighted average number of shares/units represents the weighted average number of shares/units receiving dividends/distributions.

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 Revenues
The Company aggregates its operating segments into one reporting segment, which is commonly referred to as
consulting services. The Company’s financial performance and results should be measured and analyzed in relation
to the fee-based revenues, or net revenues, since direct recoverable costs can vary significantly from contract to
contract and are not indicative of the engineering and architecture services business. Net revenues are defined as
revenues less subconsultants and other expenses that are recoverable directly from the clients.

Revenues for the fourth quarter ended December 31, 2011, increased by $17.3 million (or 11.2%), from
$154.7 million in 2010 to $172.0 million in 2011. Revenues for the year increased by $71.5 million from
$580.4 million in 2010 to $651.9 million in 2011.

Net revenues amounted to $132.7 million for the fourth quarter ended December 31, 2011, and to $118.6 million
for the corresponding period in 2010, representing an increase of $14.1 million (11.9%). Net revenues increased
from $469.5 million for the year 2010 to $529.0 million for the same period in 2011, representing an increase of
$59.5 million or 12.7%.

The Company’s annual increases in revenues and net revenues are mainly attributable to the numerous
acquisitions completed in 2011 and 2010 that were partially offset by the slowdown of international operations.

Excluding the transaction with Old GENIVAR that occurred as a part of the reorganization on January 1, 2011, the
Company pursued its growth strategy with ten business combinations during the year, same as in 2010. For these
acquisitions, GENIVAR had to pay a total consideration of $27.8 million as compared to $71.5 million in 2010. In
2011, the Company completed the following business combinations:

• On February 1, the Company acquired all the outstanding shares of Delcom Engineering Ltd. (“Delcom”), which
added 15 employees to GENIVAR. Delcom is a Prince Edward Island-based engineering consulting and land
surveying firm and has over 25 years of experience in delivering practical and effective solutions to clients.
Through this acquisition, the Company reinforces its approach of being a global player with a strong local
presence in Atlantic Canada.
• On February 28, GENIVAR acquired all the outstanding shares of Decibel Consultants Inc. (“Decibel”), which
added 15 employees to the Company’s workforce. Decibel is a Quebec based engineering consulting firm
specializing for over 25 years in architectural acoustics and industrial environmental noise measurement and
control, which are additional specializations to the Company’s range of expertise.
• On May 28, a special purpose entity controlled by GENIVAR acquired all the outstanding shares of WHW
Architects Incorporated (“WHW”), which added 70 employees to the Company. This Atlantic-based architectural
consulting firm enables GENIVAR to increase the array of services actually offered and positions the Company
as an integrated global consulting firm. In addition to accelerating GENIVAR’s growth in Atlantic Canada, WHW
brings an exceptional practice of architecture serving both public and private sector clients.
• On July 1, the Company acquired all the outstanding shares of Groupe OptiVert inc. (“OptiVert”), which added
40 permanent employees to the GENIVAR family, a number that can increase during the high season. This
Quebec-based engineering consulting firm specialized in forest management consulting services adds to
the Company’s current array of expertise in environment and enables us to strategically position GENIVAR in
anticipation of large-scale environmental projects such as Plan Nord. OptiVert provides a range of services to
both industrial and government clients and has always been up to the latest standards in terms of approach
and advanced computerized solutions.
• On July 1, the Company acquired all the outstanding shares of JMH Environmental Solutions Ltd. (“JMH”),
which added 3 employees to GENIVAR. JMH is an Alberta-based engineering consulting firm specialized in oil
and gas environment consulting within the energy sectors of Alberta and Saskatchewan. This acquisition is
well-aligned with our growth objective and also provides the capabilities to increase our services to current
clients.

2011
ANNUAL
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 • On July 15, the Company acquired all the outstanding shares of Dakins Engineering Group Ltd. (“Dakins”),
which added approximately 14 employees to GENIVAR’s workforce. Dakins is an Ontario-based engineering
firm specialized in water and wastewater management. This acquisition allows the Company to better serve
the Municipal Infrastructure market segment, as well as leverage its expertise into Industrial and Energy
market segment. Dakins is well aligned with GENIVAR’s growth strategy of continuing to offer comprehensive
leading-edge services to clients.
• On August 28, a special-purpose entity controlled by the Company acquired all the outstanding shares of
Arcop Design Inc. (“Arcop”) while it established a strong alliance with Le Groupe Arcop S.E.N.C., a Quebec-
based architectural consulting firm which added 60 employees to GENIVAR. This alliance allows the Company
to expand its global presence, while offering integrated design and engineering services. Arcop also enables
GENIVAR to undertake the planning and design of more projects at every scale and in every building category,
both in Canada and internationally and to give to the Company’s client the access to top level professional
services required for their projects. Recently, the firm has collaborated on numerous design mandates
including the expansion of the Pierre-Elliott-Trudeau International Airport in Dorval, the Montreal World Trade
Center, as well as hospitality projects both locally and in India, Afghanistan and the Caribbean.
• On October 2, GENIVAR acquired all the outstanding shares of ISACtion Inc. (“ISAC”), which added 40 people to
the Company’s workforce. This Quebec-based firm specialized in industrial automation integration should help
GENIVAR to meet clients’ growing needs in the aluminum and mining sectors all across Canada. Since it was
founded, ISAC has contributed to the successful completion of a large number of automation and optimization
projects in an extremely wide variety of sectors, enabling it to acquire in-depth knowledge of a broad array of
applications.
• On October 2, the Company also acquired an interest in a Quebec-based geomatics group and surveying
firm (“Giroux”) by acquiring all the preferred shares and 49.0% of the common shares of Groupe Giroux Inc.
and Groupe Giroux arpenteurs-géomètres Inc. and all the shares of Giroux équipement d’arpentage Inc. and
Entreprise Normand Juneau Inc. This acquisition added 85 employees to GENIVAR’s team. Giroux enables the
Company to build a solid platform in Quebec in the fields of both land and construction surveying, as well as in
sea-bottom surveying, and thereby, reinforces GENIVAR’s range of client services.
• On December 1, a special purpose entity controlled by the Company acquired all the outstanding shares of AE
Consultants Ltd. (“AE Consultants”), which added 13 employees to GENIVAR. AE Consultants is a professional
service firm in architecture and engineering based in Newfoundland and Labrador. Through this acquisition, the
Company is delivering its growth strategy of expanding across Canada as GENIVAR is now established in all
ten provinces. AE Consultants has received in the past some distinctions such as an honorable mention at the
“City of Mount Pearl Urban Design Awards” for their design of the Eastern Edge Credit Union building (2010).

Subsequent to the year-end, the Company completed the following acquisitions:

• On January 1, 2012, the Company acquired all the outstanding shares of Consultores Regionales Asociados -
CRA S.A.S. (“CRA”), which added 340 employees to GENIVAR’s workforce. CRA, a top tier Colombian
firm in terms of size and reputation, is an engineering firm specialized in civil engineering, energy and
telecommunications based in Bogotá, Columbia with additional offices in Medellin and Barranquilla. This
acquisition is part of the international growth strategy of the Company and represents an ideal platform in
this region to build and grow the Company’s activities in all market segments. CRA is expected to contribute
approximately $10.0 million to GENIVAR’s net revenues in 2012, and the Company’s objective is to develop a
long-term local presence in Colombia and expand in the neighboring countries with good growth potential.
• On February 26, 2012, GENIVAR also acquired all the outstanding shares of Les Investissements R.J. Inc.,
which added 10 staff members to the Company. This firm is based in Quebec and is specialized in the field of
mechanical and electrical engineering. The new expertise enables GENIVAR to meet the growing client demand
in the building sector.
• On February 29, 2012, the Company acquired all the outstanding shares of GRB Engineering Ltd. (“GRB”),
which added 80 employees to GENIVAR. GRB is a Calgary-based firm specialized in engineering services and
project management for the oil and gas industry. This acquisition fits the Company’s development strategy
very well and strengthens GENIVAR’s leadership both in Alberta and in the oil and gas industry.

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 • On March 14, 2012, the Company and a special purpose entity controlled by the Company acquired all the
outstanding shares of Smith Carter Architects and Engineers Inc. and of Smith Carter (USA) LLC (collectively
“Smith Carter”), which added 190 employees to GENIVAR’s workforce. Smith Carter is an international leader
in the areas of integrated architectural design and engineering. This firm’s headquarter is located in Winnipeg
with offices in Calgary, Ottawa, Atlanta and Washington, D.C. Smith Carter has designed some of the world’s
most complex buildings in some of its most challenging environments. With this transaction, GENIVAR
achieved two expansion objectives, which were to strengthen the Company’s presence in Western Canada and
enter the U.S. market, where there are many other opportunities for growth.

The following tables summarize the impact of business acquisitions and organic growth on both revenues and net
revenues:

Revenues
FOURTH QUARTER YEAR
Variation 2011 Variation 2011
in thousands of dollars except percentages vs. 2010 % vs. 2010 %
Acquisition growth (1) $ 14,219 9.2% $ 63,866 11.0%
Organic growth (1) $ 3,055 2.0% $ 7,588 1.3%
Total increase $ 17,274 11.2% $ 71,454 12.3%

Net Revenues
FOURTH QUARTER YEAR
Variation 2011 Variation 2011
in thousands of dollars except percentages vs. 2010 % vs. 2010 %
Acquisition growth (1) $ 11,660 9.8% $ 52,179 11.1%
Organic growth (1) $ 2,418 2.1% $ 7,324 1.6%
Total increase $ 14,078 11.9% $ 59,503 12.7%

(1) Acquisition growth is calculated from the average per quarter revenues of the acquired business at the acquisition date. The total growth of the
Company that exceeds the acquisition growth is presented as organic growth.

On an annual basis, the Canadian organic growth on net revenues is slightly under the expected rate for the year
2011. Furthermore, the 2011 organic growth continued to be negatively impacted by the slowdown of the Trinidad
and Tobago operations. In 2010 and 2011, the Company completed numerous business acquisitions in different
regions and fields of expertise, all of which were realized in Canada.

Expenses
Expenses consist of two major components: 1) direct project costs, and 2) marketing, general and administrative
expenses (“MG&A”). Direct project costs include payroll costs relating to the delivery of consulting services and
projects. MG&A include payroll costs of administrative staff, such as finance, tax, accounting, communications,
information technology, quality, health and safety, purchasing and human resources, as well as other fixed costs
such as, but not limited to, occupancy costs, non-recoverable client services costs, technology costs, office costs,
professional services costs, insurance and exchange gain or loss on foreign currencies. MG&A include non-billable
costs of chargeable individuals as well.

GENIVAR also incurs expenses such as depreciation of property, plant and equipment, amortization of intangible
assets and financial expenses.

Gross margin and MG&A, expressed as a percentage of net revenues, are some of the Company’s key performance
indicators analyzed by Management.

2011
ANNUAL
REPORT
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70
The following table summarizes our operating results expressed as a percentage of net revenues for the fourth
quarters and the years 2011 and 2010.

FOURTH QUARTER YEAR

2011 2010 2011 2010

FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FROM FOR THE PERIOD FROM
FROM OCTOBER 2 TO FROM OCTOBER 3 TO JANUARY 1 JANUARY 1
DECEMBER 31 DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31
Percentage of net revenues (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)

Net revenues* 100.0% 100.0% 100.0% 100.0%

Gross margin 48.5% 48.1% 48.5% 49.2%
Marketing, general and administrative expenses 32.3% 31.8% 31.5% 31.4%
EBITDA* 16.2% 16.3% 17.0% 17.8%
Amortization of intangible assets 3.4% 4.1% 3.3% 3.6%
Depreciation of property, plant and equipment 1.8% 1.5% 1.5% 1.3%
Financial expenses 0.7% 0.5% 0.8% (0.5%)
Income tax expenses 2.8% 7.9% 1.9% 2.5%
Net earnings 7.5% 2.3% 9.5% 10.9%

* Non-IFRS measures are described in the “Glossary” section.

Gross margin
For the fourth quarter ended December 31, 2011, the gross margin represented 48.5% of net revenues, compared
to 48.1% for the same period in 2010. As noted in the previous quarters of 2011, the gross margin generated
on specific projects depends on a variety of factors such as, but not limited to: project mix, pricing environment,
project executions, inflation and cost increases. These factors will have from time to time an impact on the
Company’s gross margins but to a different degree. Management is pleased with the actual project mix across the
organization.

The gross margin stood at $256.6 million for the year 2011, representing an increase of 11.1% from
$231.0 million for the same period of 2010. All business acquisitions realized following the fourth quarter of 2010
had a positive impact on the gross margin amount realized by the Company. The year 2011 gross margin as a
percentage of net revenues represented 48.5% compared to 49.2% for the same period in 2010. The comments
included in the previous paragraph explain the year-over-year decrease as well.

MG&A
As a percentage of net revenues, MG&A represented 32.3% for the fourth quarter of 2011, compared to 31.8%
for the same period in 2010. While the Company’s employees recorded a higher productivity, the MG&A expenses
were higher during the fourth quarter of 2011 than the previous quarter and year. The MG&A as a percentage of
net revenues increase is directly related to the pricing pressure and the inefficient execution of some projects. The
variation of the exchange gain and loss on foreign currencies between the fourth quarter of 2010 and 2011 also
explains a part of the variation of the MG&A as a percentage of net revenues. Without the preceding effects, the
MG&A would have slightly decreased from the fourth quarter of 2010.

The increase in occupancy costs, professional fees, and non-billable costs of chargeable individuals is strongly
correlated to the business combinations completed. The 13.2% increase in costs for the year 2010 to 2011 can be
mainly explained by all of the business combinations realized. As a percentage of net revenues, MG&A represented
31.5% for the year 2011 and 31.4% for the same period of 2010.

MG&A are not directly correlated with net revenues and therefore may fluctuate from quarter to quarter.

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71
 EBITDA
The EBITDA increased by 11.0% during the fourth quarter of 2011 compared to the same period in 2010. As
a percentage of net revenues, the aggregate EBITDA margin stood at 16.2% for the fourth quarter of 2011
compared to 16.3% for the same quarter of 2010. The pricing pressure in some market segments and a few
difficult projects in the Building group explained the decrease of the EBITDA margin as a percentage of net
revenues.

For the year ended December 31, 2011, the EBITDA margin decreased to 17.0% from 17.8% for the same
period of 2010. The decrease of the EBITDA margin expressed as a percentage of net revenues is attributable to
the decrease of the gross margin realized in certain market segments as Municipal Infrastructure, Building and
Transportation.

Amortization
Amortization of intangible assets for the fourth quarter ended December 31, 2011, was $4.5 million compared
to $4.9 million for the same period in 2010. For the year 2011, amortization of intangible assets increased by
$0.4 million from $16.9 million in 2010 to $17.3 million in 2011. For each business combination realized, new
intangible assets such as but not limited to customer relationships and contract backlogs are recorded. These new
assets generate amortization for a certain period of time. Because of GENIVAR’s growth strategy, generally the
amortization level increases from quarter to quarter, but as a percentage of net revenues, amortization expenses
remains stable. For the fourth quarter of 2011, the intangible assets acquired did not compensate for the decrease
in amortization expense related to the intangible assets completely amortized for past acquisitions during the
quarter.

Financial expenses
GENIVAR must finance its growth strategy and its current activities and as such, the credit facilities of
$225.0 million negotiated at the end of 2010 enable the Company to reach some of its objectives. These credit
facilities can be used to acquire new entities and to manage the working capital of the Company. During the fourth
quarter of 2011, the Company reimbursed $53.9 million of its drawn facilities following the completion of an
equity private placement. In January 2012, the bank advances were entirely reimbursed. The credit facilities used
have a direct impact on the Company’s financial expenses.

Financial expenses for the year 2010 included interest expenses of $1.3 million, distributions of $5.7 million on
financial liability related to LP Units less the unrealized gain arising from changes in fair value of $9.5 million
recorded following the transition to IFRS. Without the amounts related to the financial liability, the financial
expenses would have been $1.3 million in 2010 compared to $4.4 million for the year 2011. While the use of the
credit facilities increased, the interest expenses increased as well. In 2011, the Company used its credit facilities
to meet its cash flow requirements. The private placement realized allowed the Company to repay part of its credit
facilities before the end of 2011 and repay the balance in January 2012.

Income taxes
For the fourth quarter ended December 31, 2011, the Company expensed an amount of $3.7 million in income tax,
compared to $9.3 million for the same period in 2010. For the year 2011, the Company recognized an amount of
$9.9 million as income tax expenses, compared to $11.7 million in 2010.

Following the reorganization on January 1, 2011, the Company became taxable. Therefore, the deferred income tax
assets and liabilities have been recalculated at the tax rate of a company, approximately 30%, compared to
a previous tax rate of 48.2% on undistributed profits as an income trust. These adjustments were recognized in
the consolidated statement of earnings of the first quarter except for those related to transactions that
were previously accounted for in the equity. Consequently, a deferred income tax recovery of $7.2 million or
$0.28 per share was recognized in the consolidated statement of earnings in the first quarter of 2011. The income
tax recovery had an effect on the cumulative effective tax rate of the Company in 2011.

Without the effect of the tax rate adjustment used to calculate deferred income tax assets and liabilities in the first
quarter of 2011, the income tax expenses would have been $17.1 million or $0.65 per share for the year 2011
2011 with an effective tax rate of 28.5%.
ANNUAL
REPORT
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72
In 2010, GENIVAR, as an income trust, benefited from a tax treatment for specified investment flow-through
entities (“SIFT”). As a result, the Fund could deduct the amounts distributed to its unitholders in order to reduce its
taxable income. Historically, GENIVAR distributed all of its taxable income. For the year 2010, the Fund recognized
an amount of $9.3 million for the last quarter and $11.7 million for the year as income tax expenses. Income tax
expenses included deferred income tax expenses on short-term items of the Fund’s statement of financial position
amounting to $10.2 million or $0.47 per unit for both the quarter and the year 2010. The short-term items
included, without being limited to, costs and anticipated profits in excess of billings, holdbacks and deductible
provision upon settlement.

Net earnings and net earnings per share/unit

The Company’s net earnings for the fourth quarter ended December 31, 2011, were $9.9 million or $0.37 per share
on a basic and diluted basis compared to $2.7 million or $0.15 per unit on a basic and diluted basis for the same
period in 2010. The earnings per share (“EPS”) increase is mainly related to the deferred income tax expenses
accounted for in the last quarter of 2010 on the short-term items presented in the Fund’s statement of financial
position. The Company’s net earnings for the year 2011 were $50.1 million or $1.91 per share on a basic and
diluted basis compared to $51.0 million or $2.81 per unit on a basic basis and $2.26 per unit on a diluted basis
for the same period in 2010. On a yearly basis, the EPS decrease is mainly attributable to the income tax regime
change and the effects of the reclassification of Old GENIVAR’s investment as a financial liability in 2010.

Although EPS is a commonly used metric to measure company performances, Management believes that in the
context of high-acquisition companies or consolidating industries such as the E&C space, EBITDA, funds from
operations and free cash flow per share are more effective measures to assess the performance of a firm.

Adjusted net earnings and adjusted net earnings per share/unit

Management has decided to present adjusted net earnings that eliminate the effects of the reclassification of the
Old GENIVAR’s investment in LP Units as a financial liability. The adjusted net earnings present more comparable
figures. From the net earnings, Management eliminated the financial income related to the investment in LP
Units of $3.9 million for the year 2010. Adjusted net earnings and adjusted net earnings per share/unit for the
fourth quarter ended December 31, 2011, were $9.9 million or $0.37 per share compared to $2.7 million or
$0.15 per unit in 2010. Excluding the income tax expenses, the earnings before income taxes are very similar. For
the year 2011, adjusted net earnings and adjusted net earnings per share/unit were $50.1 million or $1.91 per
share compared to $47.1 million or $1.73 per unit for the same period in 2010. Without the income tax recovery
accounted for in the first quarter of 2011, the adjusted net earnings would have been $1.63 per share in 2011.
The income tax expenses related to the Company’s new tax regime, the pricing pressure and the slowdown in the
Municipal Infrastructure market segment explain the decrease in the adjusted net earnings.

DIVIDENDS
Since the beginning of 2011, the Company declared four quarterly dividends of $0.375 per common share. The
fourth one was declared in November 2011 and paid in January 2012.

From July 2008 to the end of December 2010, the Fund declared a monthly distribution of $0.125 per unit or
$1.50 per unit on an annualized basis. In December 2010, the Fund declared a special distribution of $0,55 per
unit to unitholders of record at the close of business on December 31, 2010.

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73
 FUNDS FROM OPERATIONS AND FREE CASH FLOW
FOURTH QUARTER YEAR

2011 2010 2011 2010

FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FROM FOR THE PERIOD FROM
FROM OCTOBER 2 TO FROM OCTOBER 3 TO JANUARY 1 JANUARY 1
DECEMBER 31 DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31
In thousands of dollars (UNAUDITED) (UNAUDITED) (AUDITED*) (AUDITED*)

Cash flows from operating activities $ 53,278 $ 35,750 $ 72,535 $ 61,762

Change in non-cash working capital items ($ 36,827) ($ 18,005) ($ 4,793) $ 17,994
Funds from operations** $ 16,451 $ 17,745 $ 67,742 $ 79,756
Funds from operations per share/unit** $ 0.61 $ 0.65 $ 2.58 $ 2.94
Less:
Change in non-cash working capital items $ 36,827 $ 18,005 $ 4,793 ($ 17,994)
Capital expenditures ($ 5,814) ($ 3,171) ($ 12,228) ($ 12,664)
Free cash flow** $ 47,464 $ 32,579 $ 60,307 $ 49,098
Free cash flow per share/unit** $ 1.82 $ 1.20 $ 2.30 $ 1.81

* Except non-IFRS measures.

** Non-IFRS measures are described in the “Glossary” section.

Funds from operations

Funds from operations is a measure used by the Company to provide Management and investors with a proxy of
cash generated from operating activities before changes in non-working capital items.

For the fourth quarter of 2011, the Company generated funds from operations of $16.5 million or $0.61 per share
compared to $17.7 million or $0.65 per unit in 2010. The decrease of the funds from operations ratio for the
quarter and year 2011 as compared to the same periods in 2010 can be explained by the income tax expenses
paid by the Company following the Arrangement and the migration from an income fund structure to a corporate
structure at the beginning of the year 2011. Funds from operations for the year 2011 totalled $67.7 million
or $2.58 per share compared to $79.8 million or $2.94 per unit for the same period in 2010. The funds from
operations generated for the fourth quarter and the year 2011 were sufficient to declare $0.375 per common
share for the quarter and $1.50 per share on an annual basis. After payment of dividends and distributions, the
Company had enough cash to pay its creditors.

Free cash flow

Free cash flow represents an indication of the Company’s continuing capacity to generate discretionary cash from
operations, and is defined as cash flows from operating activities less total capital expenditures that are recurrent
cash outflows quarter-over-quarter. It represents cash flows of the period available for the suppliers of capital,
which are creditors and shareholders.

For the fourth quarter of 2011, the Company’s free cash flow was $47.5 million or $1.82 per share compared
to $32.6 million or $1.20 per unit for the same period in 2010. The free cash flow for the year 2011 was
$60.3 million or $2.30 per share compared to $49.1 million or $1.81 per unit for the same period in 2010. In
2011, cash flows generated from operating activities were higher than in the previous year as a result of the better
management of the non-cash working capital items and the considerable improvement of the DSO for the fourth
quarter and the year 2011 as compared to the same 2010 periods. The free cash flows generated for the fourth
quarter and the year 2011 were sufficient to pay dividends of $0.375 per share and $1.50 per share for these
periods respectively. At the end of 2011, net of the $1.50 dividend payment, the Company had $0.80 per share
in order to repay debt. The Company generated enough cash to continue its operations and pay the creditors and
shareholders. One of GENIVAR’s 2012 objectives is to reduce the DSO under 100 days. Management is confident
that this objective is achievable.

2011
ANNUAL
REPORT
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74
BACKLOG
As at December 31, 2011, the backlog, which represents future revenues that stem from existing signed contracts
to be completed, stood at $409.6 million. As at December 31, 2010, the backlog was $420.0 million. On a
comparative basis, this represents a decrease of $10.4 million (2.5%). The fourth quarter 2011 backlog decreased
from $419.3 million at the end of the third quarter of 2011. The backlog represented approximately 7.5 months of
upcoming work for the fourth quarter of 2011 comparatively to 8.0 months in 2010. As at December 31, 2011, the
Company had expected revenues over $100.0 million not included in the backlog since many standing offers and
master service agreements were signed with clients for which the value of work to be carried is not specified.

GENIVAR’s pipeline and proposal activities remain strong but the pricing continues to be aggressive and has a
direct impact on the Company’s total amount of backlog.

LIQUIDITY
FOURTH QUARTER YEAR
2011 2010 2011 2010
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FROM FOR THE PERIOD FROM
FROM OCTOBER 2 TO FROM OCTOBER 3 TO JANUARY 1 JANUARY 1
DECEMBER 31 DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31
In thousands of dollars (UNAUDITED) (UNAUDITED) (AUDITED) (AUDITED)

Cash flows
Cash flows generated from operating activities $ 53,278 $ 35,750 $ 72,535 $ 61,762
Cash flows generated from (used in) financing
activities $ 84,375 ($ 11,447) $ 73,934 ($ 12,694)
Cash flows used in investing activities ($ 14,044) ($ 18,252) ($ 29,398) ($ 73,940)
Effect of exchange rate change on cash and cash
equivalents ($ 86) ($ 31) ($ 1) ($ 54)
Net change in cash position $ 123,523 $ 6,020 $ 117,070 ($ 24,926)
Dividends/distributions paid $ 9,775 $ 10,187 $ 41,516 $ 52,971
Capital expenditures $ 5,814 $ 3,171 $ 12,228 $ 12,664

Cash flows generated from operating activities

For the fourth quarter ended December 31, 2011, operating activities generated $53.3 million of cash flows
compared to $35.8 million for the same period in 2010. The net earnings generated during the fourth quarter of
2011 was higher by $7.2 million compared to the same period of 2010 as a result of the change of the tax regime
completed during 2011 from an income trust structure to a corporate structure. In the fourth quarter of 2011,
the EBITDA totalled $21.5 million as compared to $19.3 million, which represents a cash increase of $2.2 million.
As a corporate structure, the Company paid $5.1 million of income taxes in the last quarter of 2011 compared to
$1.5 million for the same period of 2010, a decrease in cash of $3.6 million. During the fourth quarter of 2011,
the non-cash working capital items had a positive impact of $36.8 million on cash as compared to $18.0 million
for the same period of 2010 representing an improvement of $18.8 million in cash available for the Company.

On an annual basis, cash flows from operating activities increased by $10.7 million from $61.8 million in 2010 to
$72.5 million in 2011, while the net earnings were stable. Management worked very hard during the last quarter to
reduce the DSO and to control its liquidity.

Accounts receivable and costs and anticipated profits in excess of billings represent approximately 112 days
of annual sales, which are lower than the previous quarter by 14 days and by 3 days when compared to the
fourth quarter of 2010. The DSO for the Canadian operations was 105 days at the end of 2011 which is close to
GENIVAR’s objective. The DSO for the international is very high due to the accounts receivables from a Trinidad and
Tobago government agency. Management is pleased with the significant decrease of the DSO achieved during the
last quarter but will concentrate its effort to continue to reduce this ratio under 100 days in 2012.

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75
 Cash flows generated from (used in) financing activities
For the fourth quarter ended December 31, 2011, financing activities generated $84.4 million in cash compared
to $11.4 million used for the same period in 2010. During the fourth quarter of 2011, GENIVAR reimbursed part
of its credit facilities, representing a decrease in cash of $53.9 million compared to an increase of $5.9 million
for the same quarter of 2010. During the fourth quarter of 2011, the Company also repaid $5.6 million of notes
payable, loan payable and balances payable to former shareholders compared to $6.6 million in 2010. As noted
before, in December 2011, GENIVAR issued 6,500,000 common shares to two Canadian institutional investors by
way of a private placement for a net proceeds of $154.6 million, increasing the Company cash available for future
projects. During the quarter, GENIVAR also paid dividends to shareholders for an aggregate amount of $9.8 million
compared to $10.2 million in 2010. All of these items explain the cash generated from financing activities.

On a yearly basis, the cash flows generated from financing activities were $73.9 million compared to $12.7 million
used in 2010. In 2011, the Company used $4.3 million of cash to reimburse bank advances while in 2010,
$53.4 million was borrowed from the credit facilities. GENIVAR also used $31.3 million for the repayment of notes
payable, promissory notes, loan payable and balances payable to former shareholders. The proceeds received
following all the issuance of common shares generated $155.3 million in cash. The items listed below explain an
important part of the cash flows generated from financing activities in 2011. That year, the Company paid a total
of $41.5 million in dividends to its shareholders.

Cash flows used in investing activities

For the fourth quarter ended December 31, 2011, investing activities used $14.0 million compared to $18.8 million
in 2010. The decrease of the cash flows used in investing activities during the quarter is mainly attributable to
the cash flows used in business combinations. In the fourth quarter of 2011, the Company invested $8.1 million
compared to $10.5 million for the same period in 2010 in business acquisitions. The Company also advanced to
the non-controlling unitholder $5.3 million in 2010 where no advances were made in 2011. During the last quarter
of 2011, the Company acquired $5.8 million of intangible assets and property, plant and equipment compared to
$3.2 million for the same period in 2010.

On a yearly basis, the cash flows used in investing activities were $29.4 million in 2011 compared to $73.9 million
in 2010. GENIVAR used $20.1 million in cash for the 2011 business combinations compared to $51.6 million
in 2010. The Company advanced $10.0 million in 2010 to the non-controlling unitholder. GENIVAR invested
$12.2 million of cash in property, plant and equipment and intangible assets in 2011 compared to $12.7 million in
2010 in order to facilitate the work of its employees. On January 1, 2011, GENIVAR also received $3.2 million of
cash from the non-controlling unitholder following the Arrangement.

Net cash position

As at December 31, 2011, the net cash position of GENIVAR amounted to $94.0 million as detailed hereafter:

2011 2010

AS AT DECEMBER 31 AS AT DECEMBER 31
In thousands of dollars (AUDITED) (AUDITED)

Cash and cash equivalents $ 144,031   $ 26,961

Bank advances ($ 50,000) ($ 54,334)
Net cash position $ 94,031   ($ 27,373)

The net cash position of $94.0 million at the end of December 2011 was the result of the cash received following
the issuance of common shares to two Canadian institutional investors after a partial payment of the bank
advances. As at December 31, 2011, the Company had $50.0 million of restricted cash in the financial statements
to pay the $50.0 million bank advances in January 2012, at the maturity date. The cash available will allow
GENIVAR to continue its growth strategy in order to meet its objectives.

Credit facilities
As at December 31, 2011, GENIVAR had credit facilities with a syndication of financial institutions totalling
2011
ANNUAL $225.0 million. The credit facilities are available for future business acquisitions, working capital, general corporate
REPORT purposes and payments of dividends to shareholders.
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Under the credit facilities, GENIVAR may issue irrevocable letters of credit up to $20.0 million, decreasing such
available credit facilities.

The credit facilities have a three-year term and mature in November 2013. The term can be extended each year
for an additional one-year period subject to the approval of the lenders. The Company has the right to increase the
maximum principal amount available by up to $50.0 million at any time after the approval of the lenders.

The credit facilities are secured by a first ranking hypothec over the universality of the movable assets of GENIVAR.
The credit facilities bear interest at Canadian prime rate, US-based rate and LIBOR plus an applicable margin up
to 1.75% that will vary depending on the type of advances and GENIVAR’s ratios, as defined in the agreement. The
Company shall pay a commitment fee on the available credit facilities.

Under these credit facilities, GENIVAR is required, among other conditions, to respect certain covenants on a
consolidated basis. The main covenants are in regard to its funded debt to consolidated EBITDA, the fixed charge
coverage and the consolidated funded debt to capitalization ratios. Management reviews compliance with these
covenants on a quarterly basis in conjunction with filing requirements under its credit facilities. All covenants have
been met as at December 31, 2011.

As at December 31, 2011, the Company has available credit facilities coming from acquisitions amounting to
$3.1 million. These credit lines were unused at year-end.

The Company issued, in the normal course of business, irrevocable letters of credit totalling less than $0.1 million
as at December 31, 2011, for its own commitments, thus decreasing such available credit facilities.

As at December 31, 2011, the Company has unused credit facilities of $175.0 million. Following the payment in
January 2012 of all the bank advances, the credit facilities available increased to $225.0 million. As at December
31, 2011, GENIVAR presents a strong statement of financial position, with minimal debts and a significant amount
of cash available. With the credit facilities, the cash available and the cash generated from the operations,
GENIVAR has the ability to pursue its growth strategy through business combinations and organic growth.

The Company has granted security interest for the credit facilities made available to Windmill Green Fund II LP
(“Windmill”), a jointly controlled entity, for the construction of an office building. Its liabilities is limited to a
maximum amount of $4.0 million.

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77
 SUMMARY OF QUARTERLY RESULTS

2011 2010
Total Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
In thousands of
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE
dollars, except
PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM
number of shares/ TWELVE OCTOBER 2 TO JULY 3 APRIL 3 JANUARY 1 OCTOBER 3 TO JULY 4 APRIL 4 JANUARY 1
units and per share/ MONTHS DECEMBER 31 TO OCTOBER 1 TO JULY 2 TO APRIL 2 DECEMBER 31 TO OCTOBER 2 TO JULY 3 TO APRIL 3
unit data (AUDITED*) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)

RESULTS OF
OPERATIONS
Revenues $ 651,885 $ 171,980 $ 173,088 $ 157,496 $ 149,321 $ 154,706 $ 155,655 $ 144,109 $ 125,961
Net revenues** $ 529,002 $ 132,681 $ 138,566 $ 131,102 $ 126,653 $ 118,603 $ 124,270 $ 118,814 $ 107,812
Gross margin $ 256,590 $ 64,310 $ 66,094 $ 63,664 $ 62,522 $ 57,006 $ 63,088 $ 58,586 $ 52,282
EBITDA** $ 89,689 $ 21,464 $ 26,596 $ 21,615 $ 20,014 $ 19,333 $ 24 155 $ 21,530 $ 18,464
Net earnings
(loss) $ 50,056 $ 9,915 $ 14,152 $ 9,875 $ 16,114 $ 2,696 $ 18,060 $ 35,422 ($ 5,228)
Adjusted net
earnings** $ 50,056 $ 9,915 $ 14,152 $ 9,875 $ 16,114 $ 2,696 $ 18,060 $ 15,038 $ 11,306
Net earnings
(loss) per share/
unit
Basic $ 1.91 $ 0.37 $ 0.54 $ 0.38 $ 0.62 $ 0.15 $ 1.00 $ 1.96 ($ 0.29)
Diluted $ 1.91 $ 0.37 $ 0.54 $ 0.38 $ 0.62 $ 0.15 $ 1.00 $ 0.65 ($ 0.29)
Adjusted net
earnings per
share/unit** $ 1.91 $ 0.37 $ 0.54 $ 0.38 $ 0.62 $ 0.10 $ 0.66 $ 0.55 $ 0.42
DIVIDENDS/
DISTRIBUTIONS
Dividends/
Distributions
declared $ 41,536 $ 12,240 $ 9,774 $ 9,765 $ 9,757 $ 25,126 $ 10,187 $ 10,187 $ 10,186
Dividends/
Distributions
declared, per
share/unit $ 1.50 $ 0.38 $ 0.38 $ 0.38 $ 0.38 $ 0.92 $ 0.38 $ 0.38 $ 0.38

* Except for non-IFRS measures

** Non-IFRS measures are described in the “Glossary” section.

The GENIVAR growth strategy through business acquisitions had a direct impact on the revenues and net
revenues from one quarter to the other. In 2011, the Company acquired six Canadian entities in different market
segments such as Building, Environment, and Municipal Infrastructure. These acquisitions were also realized in
many Canadian provinces, namely Prince Edward Island, Quebec, Ontario and Alberta. Furthermore, a special
purpose entity controlled by the Company acquired three other companies specialized in architecture. GENIVAR
also acquired an interest in a Quebec-based geomatics group and surveying firm in order to develop this field
of expertise. In 2010, the Company also completed ten other business acquisitions through the Fund or one of
its subsidiaries. In addition to the business combinations completed, the Company realized an organic growth in
revenues and net revenues between 1% to 2% for the last two years. As shown in the previous table, revenues
and net revenues for the first quarters are lower than the other quarters. The most active quarters for GENIVAR in
terms of revenues are the second and the third quarters of each year.

2011
ANNUAL
REPORT
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78
The gross margin for the last eight quarters represented between 47.7% to 50.8% of net revenues. The Company’s
project nature and project mix have a direct impact on the gross margin level reached quarterly. In 2011, the
pricing pressure had a negative impact on the gross margin level as a percentage of net revenues. Management
is satisfied with the actual project mix across the Company. The EBITDA margin for the last eight quarters varied
between 15.8% and 19.4% of net revenues. Each quarter, the EBITDA margin is impacted by the exchange gain
or loss. In 2011, the pricing pressure and the difficult execution of some projects had a negative impact on the
EBITDA margin. The employees’ productivity directly impacts GENIVAR’s EBITDA margin. As a result, the EBITDA
margin can vary from one quarter to another.

The Company’s net earnings were impacted in the first and the second quarters of 2010 by the financial expenses
related to the LP Units. The net earnings of 2011 are lower than in 2010 except for the last quarter since the
Company changed its legal structure and became a taxable entity. In the last quarter of 2010, the Company
recorded deferred income taxes on short-term items presented in the statement of financial position for the first
time.

As a fund, a monthly distribution of $0.125 per unit was declared to the unitholders plus a special distribution
of $0.55 per unit in December 2010. Following the Arrangement on January 1, 2011, the Company continued to
declare and pay a quarterly dividend of $0.375 per common share. Each quarterly dividend declared in 2011 is
lower than its 2010 corresponding quarter, since the number of outstanding common shares decreased following
the completion of the Arrangement to reflect the negative net book value of Old GENIVAR. In the fourth quarter of
2011, the total amount of dividend declared is higher than in the previous quarters of the same year following the
equity private placement realized in December, which increased the number of common shares outstanding.

ANALYSIS OF SELECTED ANNUAL INFORMATION

Set out is selected information for each of the last three years ended on December 31.

IFRS CANADIAN GAAP***

2011 2010 2009

FOR THE PERIOD FROM FOR THE PERIOD FROM FOR THE PERIOD FROM
JANUARY 1 JANUARY 1 JANUARY 1
TO DECEMBER 31 TO DECEMBER 31 TO DECEMBER 31
In thousands of dollars, except per share/unit data (AUDITED*) (AUDITED*) (AUDITED*)

Revenues $ 651,885 $ 580,431 $ 477,924

Net revenues** $ 529,002 $ 469,499 $ 395,327
Net earnings $ 50,056 $ 50,950 $ 31,093
Net earnings per share/unit
Basic $ 1.91 $ 2.81 $ 2.06
Diluted $ 1.91 $ 2.26 $ 2.06
Total assets $ 726,049 $ 591,827 $ 533,097
Long-term financial liabilities (1)
$ 74,293 $ 74,892 $ 13,068
Dividends/distributions
Dividends declared to shareholders $ 41,536 - -
Fund’s units distribution - $ 37,112 $ 31,016
Exchangeable LP Units distributions - $ 18,574 $ 17,668

* Except for Non-GAAP/Non-IFRS measures.

** Non-IFRS measures are described in the “Glossary” section.
*** As previously reported under Canadian GAAP, the 2009 results and statement of financial position have not been restated under IFRS.
(1) Long-term financial liabilities consist of notes payable, balances payable to former shareholders and loan payable, including current portions
and bank advances.

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79
 In the last three years, revenues and net revenues increased through organic growth and business combinations
completed in 2011, 2010 and 2009. All business combinations had a direct impact not only on revenues but
also on net earnings, net earnings per share/unit and total assets since assets acquired, intangible assets and
goodwill are recorded after each business combination. In 2011, ten business combinations have been completed
for a total consideration of $27.8 million compared to ten combinations totalling $71.5 million in 2010 and
thirteen combinations totalling $35.0 million in 2009. In 2010, the international activities of the Fund decreased
considerably, impacting negatively EBITDA, net earnings and net earnings per share/unit.

The different income tax regimes followed by the company explained some significant changes in income tax
expenses year-over-year. In 2009 and 2010, the Fund accounted income taxes over the income trust taxation
rules. At the end of 2010, the Fund recognized a deferred income tax expenses over the short-term items of
the consolidated statement of financial position. Following the Arrangement on January 1, 2011, the Company
recognized a deferred income tax recovery of $7.2 million as previously discussed. At the same date, the Company
became taxable and deferred income tax assets and liabilities have been recalculated at the rate applicable to a
Company, which is around 30%. In 2011, the Company did not benefit from special tax treatment for a specified
investment flow through entities. Consequently, the Company recorded income taxes in 2011 on its consolidated
earnings. The net earnings and net earnings per share/unit fluctuated during the last three years to reflect the
income tax expenses variation.

In 2010 and 2011, the Company used its credit facilities to finance operations and business combinations. At
the end of 2011, the bank advances were partially reimbursed following the issuance of common shares to two
Canadian institutional investors for a cash consideration. In January 2012, the Company reimbursed the remaining
bank advances. In 2010 and 2009, the Fund declared a distribution of $2.05 and $1.95 per unit, respectively, to
unitholders. In 2011, the Company declared dividends of $1.50 per common share to the shareholders, which
explained the decrease of dividends declared from 2010 to 2011.

GOVERNANCE
Internal control over financial reporting
GENIVAR’s Chief Executive Office (“CEO”) and Chief Financial Officer (“CFO”) are responsible for establishing and
maintaining disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICFR”).
Management proceeded to an evaluation of the effectiveness of the Company’s DC&P as at December 31, 2011
as defined in Canada by National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim
Filings. Based on this evaluation, CEO and CFO concluded that the design and operation of GENIVAR’s DC&P were
effective.

GENIVAR’s CEO and CFO have designed DC&P or have caused them to be designed under their supervision to
provide reasonable assurance that:

• Material information related to the Company is made known to them by others, particularly during the period
in which the annual filing were being prepared; and
• Information required to be disclosed by the Company’s annual filings, interim filings or other reports filed or
submitted by it under securities legislation is recorded, processed, summarized and reported within the time
periods specified in securities legislation.

The CEO and CFO have also designated ICFR or have caused them to be designed under their supervision, to
provide reasonable assurance, not absolute, regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with IFRS. According to this, Management does not
expect that ICFR will prevent or detect all errors or fraud. Management has used the Internal Control – Integrated
Framework to evaluate the effectiveness of ICFR, which is a recognized and suitable framework developed by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Management has evaluated the design and operations of the Company’s ICFR, as at December 31, 2011, and has
concluded that such ICFR are effective. There are no weaknesses that have been identified by Management in this
2011 regard.
ANNUAL
REPORT
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80
There has been no change in the Company’s ICFR that occurred during the year 2011 that has materially affected,
or is reasonably likely to materially affect, the Company’s ICFR. Controls will periodically remain to be analyzed in
order to sustain a continuous improvement.

Responsibilities of the Board of Directors

The Board of Directors has oversight responsibilities for reported information. Accordingly, the Audit Committee
and the Board of Directors of GENIVAR have reviewed and approved the consolidated financial statements for
the years ended December 31, 2011, and 2010, and this MD&A before their publication. They also approved the
statement of financial position as at January 1, 2010.

TRANSITION TO IFRS
On January 1, 2011, the Company adopted IFRS as required by the Canadian Accounting Standard Board (“AcSB”).
The December 31, 2011, consolidated financial statements are the first annual financial statements that comply
with IFRS and are prepared as described in note 2, including the application of IFRS 1, “First-time Adoption of IFRS.”

In 2006, the AcSB published a new strategic plan that has significantly impacted financial reporting requirements
for Canadian companies. The AcSB’s strategic plan outlined the convergence of Canadian GAAP and IFRS over an
expected five-year transition period. In February 2008, the AcSB announced that 2011 was the transition date
for publicly listed companies to migrate onto IFRS, replacing Canadian GAAP. On January 1, 2011, the Company
adopted IFRS as required by the AcSB.

IFRS standards and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations are
required to be applied for annual periods beginning on or after January 1, 2011, which were issued and effective as
of the date of approval by the Company’s Board of Directors of the 2011 consolidated financial statements.

The principal IFRS accounting policies are set out in note 2 of GENIVAR’s consolidated financial statements as at
December 31, 2011, and have been consistently applied to all the periods presented in these financial statements,
except where IFRS 1 either requires or permits an exemption. The note 31 of the 2011 audited consolidated
financial statements presents a description of the significant differences between the previous Canadian GAAP
accounting policies and the current IFRS accounting policies applied by the Company. This note presents detailed
information on significant adjustment to equity, earnings and comprehensive income, financial position and cash
flows following the transition to IFRS. The significant exemptions that Management applied are also discussed
in that note and are related to business combinations, fair value or revaluation as deemed cost and cumulative
translation differences. The transition to IFRS had limited impacts on GENIVAR’s current activities. The significant
differences were related to the income trust structure and to the non-controlling interest of the Fund, which mainly
impacted the comparative figures of the Company’s consolidated financial statements.

All comparative information presented in the consolidated financial statements has been adjusted from previously
reported amounts under Canadian GAAP. As required by IFRS 1, the reconciliations of the comparative information
from Canadian GAAP to IFRS for equity, earnings and comprehensive income, financial positions and cash flows are
presented in the note 31 of the audited consolidated financial statements. The Company’s first-time adoption of
IFRS did not have material impacts on the total operating, investing or financing cash flows.

CRITICAL ACCOUNTING POLICIES

Critical accounting estimates and judgments
The preparation of consolidated financial statements requires Management to make estimates, and judgments
about the future.

Estimates and judgments are continually evaluated and are based on historical trends and other factors, including
expectation of future events that are likely to materialize under reasonable circumstances. Accounting estimates
will, by definition, seldom equal the actual results. The following discussion sets forth Management’s:

• Most critical estimates and assumptions in determining the value of assets and liabilities; and
• Most critical judgments in applying accounting policies.

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 Allowance for doubtful accounts
The Company must make an assessment of whether accounts receivable are recoverable from customers.
Accordingly, Management establishes an allowance for estimated losses arising from non-payment, taking into
consideration customer creditworthiness, current economic trends and past experience. If future collections
differ from estimates, future earnings would be adjusted accordingly. As at December 31, 2011, the allowance
was $5.3 million of the gross trade accounts receivable balance of $187.3 million. An increase to the reserve
based on 1.0% of accounts receivable would decrease earnings by approximately $1.9 million for the year ended
December 31, 2011.

Furthermore, trades receivable from one government agency that represent a net amount of $13.3 million are
outstanding for more than 180 days. In assessing the value of these accounts, Management has used different
assumptions about when those amounts will be collected and the percentage that can be recovered. Management
believes, taking into account all actions that are undertaken, that the net carrying amount can be recovered during
the next fiscal year. Further information is available in the “Financial instruments” section of this MD&A.

Other identifiable intangible assets and goodwill

Identifiable intangible assets and goodwill, excluding software and non-competition agreements, represented
$263.4 million of total assets on the consolidated statement of financial position as at December 31, 2011. These
assets arise out of business combinations. The Company had a total consideration transferred of $27.8 million
for the 2011 business acquisitions and applied the acquisition method of accounting to these transactions. In
measuring the fair value of the assets acquired and the liabilities assumed and estimating their useful lives,
Management used significant estimates and assumptions regarding cash flow projections, economic risk and
weighted cost of capital.

These estimates and assumptions determine the amount allocated to other identifiable intangible assets and
goodwill, as well as the amortization period for identifiable intangible assets with finite lives. If results differ from
estimates, the Company will record an increase in amortization or impairment charges.

Cost and anticipated profits in excess of billings

The Company values its costs and anticipated profits in excess of billings based on the time and materials
charged into each project. The costs and anticipated profits in excess of billings for each project are reviewed on
a monthly basis to determine whether the amount is a true reflection of the amount that will be invoiced on the
project. Where the review determines that the value of costs and anticipated profits in excess of billings exceed
the amount that can be invoiced, adjustments are made to the costs and anticipated profits in excess of billings.
The valuation of the costs and anticipated profits in excess of billings involves estimates of the volume of work
required to complete the project. Errors in the estimation of work required to complete the projects could lead to
the undervaluation or overvaluation of costs and anticipated profits in excess of billings.

Intangible assets
Software, customer relationships, contract backlogs and non-competition agreements are considered intangible
assets with finite useful lives. If the Company’s estimated useful lives of these assets were incorrect, the Company
could experience increased or reduced charges of amortization of intangible assets with finite useful lives in the
future. Based on the strength, long history and expected future use, the trade name is an indefinite-lived intangible
asset and accordingly is not subject to amortization.

Impairment of long-lived assets

Long-lived assets that have a finite useful life are reviewed for impairment when events or circumstances indicate
that the carrying amount may not be recoverable. Indefinite-lived assets are not subject to amortization but
are tested for impairment on an annual basis, or more frequently if events or circumstances indicate that the
carrying value may not be recoverable. Impairment exists when the recoverable amount of an asset is less than
its carrying value. The recoverable amount is the higher of the asset’s fair value less cost to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units or “CGU”). The amount of impairment loss, if any, is the excess of the
carrying value over its recoverable amount. Assets other than goodwill that suffered impairment are reviewed for
2011 possible reversal of the impairment at each reporting date. As at December 31, 2011, no impairment exists.
ANNUAL
REPORT
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82
Goodwill
Goodwill represents the excess of the consideration transferred for the acquired businesses over the estimated
fair value at the acquisition date of net identifiable assets acquired. Goodwill is not subject to amortization and
is carried at cost less accumulated impairment loss but is tested for impairment on an annual basis or more
frequently if events or circumstances indicate that it might be impaired.

For the purpose of impairment testing, goodwill is allocated to each CGU expected to benefit from the synergies of
the combination. CGUs to which goodwill has been allocated are tested for impairment annually in December. If the
recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis
of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in
a subsequent period.

The Company performed its annual impairment test for goodwill in December 2011. The recoverable value of each
CGU exceeded their carrying values. As a result, no goodwill impairment was recorded.

The recoverable value of each significant CGU was based on fair value less costs to sell. The following
methodology and assumptions were applied to determine the fair value less costs to sell of all CGUs.

The fair value less cost to sell is calculated using the last twelve months adjusted EBITDA realized by the CGU.
For the purpose of the impairment test, the EBITDA is defined as earnings before financial expenses, taxes,
depreciation and amortization. The adjusted EBITDA is based on the EBITDA realized by the CGU, adjusted to
include the participation of the current year acquisition as if these acquisitions had occurred on January 1 and
adjusted for the non-recurring or representative items. The Company considered past experience, economic trend
as well as industry and market trends in assessing if the level of EBITDA can be maintained in the future. Cost to
sell is calculated based on 1% to 2% of the total fair value so determined, which is in line with the transaction
costs incurred in past acquisitions.

With regard to the assessment of the fair value less cost to sell, Management believes that no reasonably
possible change in any of the key assumptions would cause the carrying value of a CGU to materially exceed its
recoverable amount.

Income taxes
The Company follows the liability method when accounting for income taxes. Under this method, deferred income
tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary
differences between the financial statement values and the tax values of assets and liabilities. Deferred income
tax assets and liabilities are measured using enacted or substantively enacted income tax rates expected to be
in effect for the year in which the differences are expected to reverse. However, the deferred income tax is not
accounted for when arising from initial recognition of an asset or liability in a transaction other than a business
combination, that affects at the time of the transaction neither accounting nor taxable profit or loss.

Deferred tax liabilities are generally recognized for all taxable temporary differences and for taxable temporary
differences arising on investments in subsidiaries and joint ventures, except where the reversal of the temporary
difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.
However, deferred tax is not recognized if it arises from the initial recognition of goodwill.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be used.

FUTURE ACCOUNTING STANDARDS

IFRS 9, “Financial Instruments,” was issued in November 2009 and is mandatory for accounting periods beginning
after January 1, 2015. This standard will replace IAS 39, “Financial Instruments: Recognition and Measurement.”
This standard presents two measurement categories: amortized cost and fair value. The standard specifies which
kind of financial instruments are measured at amortized cost or at fair value. Guidance on financial liabilities and
derecognition of financial instruments is also included. The Company does not anticipate that this change will have
a material impact on its results of operations or financial position.
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 In 2011, the IASB issued standards that will be effective starting January 1, 2013. Early adoption is permitted.

• IFRS 10, “Consolidated Financial Statements,” builds on existing principles by identifying the concept of control
as the determining factor in whether an entity should be included within the consolidated financial statements
of the parent company. The standard provides additional guidance to assist in the determination of control
where this is difficult to assess. This standard replaces SIC-12, “Consolidation – Special Purpose Entities” and
parts of IAS 27, “Consolidated and Separate Financial Statements.”
• IFRS 11, “Joint Arrangements,” provides for a more realistic reflection of joint arrangements by focusing on the
rights and obligations of the arrangement, rather than its legal form. The standard addresses inconsistencies
in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled
entities. This standard replaces IAS 31, “Interest in Joint Ventures” and SIC-13, “Jointly Controlled Entities –
Non-Monetary Contributions by Venturers.”
• IFRS 12, “Disclosure of Interests in Other Entities,” is a new and comprehensive standard on disclosure
requirements for all forms of interests in other entities, including joint arrangements, associates, special
purpose vehicles and other off balance sheet vehicles.
• IFRS 13, “Fair Value Measurement,” sets out a framework for fair value measurement and specifies disclosures
related to fair value measurement.
• IAS 19, “Employee Benefits,” has been amended to make significant changes to the recognition and
measurement of defined benefit pension expense and termination benefits and to enhance the disclosure
of all employee benefits. A number of amendments have been made to recognition, measurement and
classification including redefining short-term and other long-term benefits, guidance on the treatment of taxes
related to benefit plans, guidance on risk/cost sharing features, and expanded disclosures.
• In addition, there have been amendments to existing standards, including IAS 28, “Investment in Associates
and Joint Ventures.” This standard has been modified to include joint ventures in its scope and to address the
changes brought to other standards.

IAS 1, “Presentation of Financial Statements,” has been amended to require entities to separate items presented in
other comprehensive income into two groups, based on whether or not items may be recycled in the future. Entities
that choose to present other comprehensive income before tax will be required to show the amount of tax related
to the two groups separately. The amendment is effective for annual periods beginning on or after July 1, 2012.

The Company has not yet determined the impact of the adoption of these standards on its consolidated financial
statements.

FINANCIAL INSTRUMENTS
The Company’s financial assets and financial liabilities are initially recognized at fair value, and their subsequent
measurements are dependent on their classification, as described below. The classification depends on the purpose
for which the financial instruments were acquired or issued, their characteristics and the Company’s designation of
such instruments. As at December 31, 2011, the Company value and record the financial instruments as follows:

Loans and receivables

Cash and cash equivalents, accounts receivable, costs and anticipated profits in excess of billings and advances
to the non-controlling unitholder are classified as loans and receivables. Financial assets classified as loans and
receivables are accounted for at amortized cost using the effective interest rate method less any impairment loss.

Available for sale financial assets

Investments in securities are usually classified as available for sale. They are accounted for at fair value with
unrealized gains or losses recognized in other comprehensive income until the investment is derecognized.

Other liabilities
Accounts payable and accrued liabilities, dividends/distributions payable to the shareholders/unitholders, loan
payable, notes payable, balances payable to former shareholders, promissory notes, and bank advances are
2011
ANNUAL
classified as other liabilities and are recorded at amortized cost using the effective interest rate method.
REPORT
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Financial liabilities at fair value through profit and loss (FVTP&L)
Financial liability related to LP Units is classified as FVTP&L and is measured at the current value of the
redemption amount, which approximates fair value at the date of the statement of financial position. Unrealized
gains and losses from change in fair value are recorded in the consolidated statement of earnings.

Determination of fair value

The fair value of a financial instrument is the amount of consideration that would be agreed on in an arm’s
length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of a
financial instrument on initial recognition is the transaction price, which is the fair value of the consideration given
or received. Subsequent to initial recognition, the fair values of financial instruments that are quoted in active
markets are based on bid prices for financial assets held and offer prices for financial liabilities. When independent
prices are not available, fair values are determined by using valuation techniques that refer to observable market
data.

The Company is exposed to credit risk, foreign currency risk, interest rate risk and liquidity risk. The following
analyses provide a measurement of these risks for the Company as at December 31, 2011.

Credit risk
Credit risk is the risk that a counterparty will not meet its obligation under a financial instrument or customer
contract, leading to a financial loss.

Financial instruments which potentially subject the Company to significant credit risk consist principally of cash
and cash equivalents, accounts receivable, and costs and anticipated profits in excess of billings. The Company’s
maximum amount of credit risk exposure is limited to the carrying amount of these financial instruments, which is
$401.7 million as at December 31, 2011.

The Company’s cash and cash equivalents are held with or issued by high-credit quality financial institutions.
Therefore, the Company considers the risk of non-performance on these instruments to be remote.

The Company’s credit risk is principally attributable to its trade receivables. The amounts presented in the balance
sheet are net of an allowance for doubtful accounts; estimated by the Company’s Management and based, in
part, on the age of the specific receivable balance and the current and expected collection trends. Generally, the
Company does not require collateral or other security from customers for trade accounts receivable; however,
credit is extended following an evaluation of creditworthiness. In addition, the Company performs ongoing credit
reviews of all its customers and establishes an allowance for doubtful accounts when the likelihood of collecting
the account has significantly diminished. The Company believes that the credit risk of accounts receivable is
limited. During the year ended December 31, 2011, bad debts accounted for were not significant.

The Company mitigates its credit risk by providing services to diverse clients in various industries and sectors of
the economy.

Specific credit risk

As at December 31, 2011, the Company has accounts receivable from a government agency of Trinidad and
Tobago which have remained unpaid for over 24 months. The payments were delayed by a change of government
in the country and the removal of the board of directors. On May 24, 2010, a new government was elected and on
January 26, 2011, a new board of directors was nominated. Furthermore, a new CEO and CFO were hired mid-year
and are working, under the supervision of the Board, to resolve the payments due to GENIVAR and to other service
providers in the country. Discussions with the agency are ongoing. Some payments were received throughout the
year 2011, as the agency progressed in its work and received funding from the government. To date, the agency
has not refuted any amounts claimed by the Company.

Some of these accounts were acquired as part of a business combination for which a purchase adjustment
agreement exists with the seller. Accordingly, the exposure to financial loss non-recoverable is partially offset by a
note payable to the seller in the event that some of the receivables are not collected.

The gross contractual amount associated with those receivables are $16.3 million and have a recorded carrying
value of $13.3 million net of an allowance of $3.0 million. Therefore, Management believes the maximum —
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 exposure to financial loss in relation to this client is $10.0 million, taking into account the receivables of
$3.3 million that are included in a purchase adjustment agreement. Management intends to take every necessary
action to collect these accounts in the next year.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates.

The Company is exposed to currency risks due to its operating activities as transactions with customers outside
Canada are predominantly denominated in US dollars, TT dollars and Euros and to its net asset in foreign
operations. These risks are partially offset by purchases and operating expenses incurred in these currencies. As
at December 31, 2011, the Company had an equivalent of $35.3 million of current assets and $13.1 million of
current liabilities denominated in foreign currencies.

Investments made in self-sustaining foreign operations are not hedged against foreign currency fluctuations. The
exchange gains or losses on the net equity investment of these operations are reflected in the accumulated other
comprehensive income account in the shareholders’ equity, as part of the currency translation adjustment.

Taking into account the amounts denominated in foreign currencies and presuming that all of the other variables
remain unchanged, a fluctuation in exchange rates would have an impact on the Company’s net earnings.
Management believes that a 10% change in exchange rates would be reasonably possible and that the impact on
net earnings would be approximately $1.9 million. The total effect of changes in exchange rates is not significant
for the Company. Following the business acquisition of CRA in January 2012, a Colombian entity, GENIVAR made
a new assessment of its exchange risk and decided, for the moment, not to hedge the foreign operations of this
foreign entity.

Interest rate risk

The interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest
rates relates primarily to its bank advances and the balances payable to former shareholders with floating interest
rates. This risk is partially offset by cash held at variable rates. In January 2012, the Company reimbursed the bank
advances balance of $50.0 million as at December 31, 2011 and for the moment is not exposed to interest rate
risk on bank advances.

A fluctuation in interest rates would have an impact on the Company’s net earnings. Management believes that
a 0.5% change in interest rate would be possible and that the impact on net earnings, with all other variables
held constant, would be approximately $0.3 million. This risk is not a significant risk for the Company since the
indebtness of the Company is very low at the moment. Following a change in interest rates, the Company will be
able to continue its operations with little impact on its net earnings.

Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in meeting its obligations as they fall due.

A centralized treasury function ensures that the Company maintains funding flexibility by assessing future cash
flow expectations and by maintaining sufficient headroom on its committed borrowing facilities. Borrowing limits,
cash restrictions and compliance with debt covenants are also taken into account.

The Company watches for liquidity risks arising from financial instruments on an ongoing basis. Management
monitors the liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining
sufficient headroom on its undrawn committed borrowing facilities at all times. GENIVAR has access to committed
lines of credit with banks.

The Company had limited long-term contractual obligations as at December 31, 2011, including notes payable,
balances payable to former shareholders, loan payable and bank advances. All the long-term contractual
2011 obligations represent future cash flows of $69.6 million for the next year. As at December 31, 2011, the Company
ANNUAL had unused credit facilities of $175.0 million and cash and cash equivalents of $144.0 million. Cash flows
REPORT
—
generated from operating activities will be sufficient to respect the Company's contractual obligations.
PAGE
86
RELATED PARTY TRANSACTIONS
The Company has control over its subsidiaries and these are consolidated in the audited consolidated financial
statements. Some agreements are in place with special purpose entities, these entities provide different services
mainly in the architecture industry. These management agreements provide us with control over the management
and operation of these entities. GENIVAR also receive a management fee generally equal to the net income of
the entities and have an obligation regarding their liabilities and losses. Based on these facts and circumstances,
Management has concluded that these entities are controlled by GENIVAR and, therefore, consolidated them in the
consolidated financial statements.

Transactions among subsidiaries and special purpose entities are entered into in the normal course of business and
on an arm’s length basis. Using the consolidated method of accounting, all intercompany balances are completely
eliminated.

The Company conducts certain activities in joint ventures with other parties qualify as jointly controlled operations
except one. Joint ventures, except Windmill, are accounted for using the proportionate consolidation method, which
results in the Company recording its pro rata share of the assets, liabilities, revenues, costs and cash flows of each
entity. The Company realized revenues of $62.1 million and costs of $40.9 million with joint ventures during the
year 2011.

Transactions with subsidiaries, special purpose entities and joint ventures are further described in the 2011 audited
consolidated financial statements.

Key management personnel has authority and responsibility for planning, directing, and controlling the activities of
the Company and includes the President and Chief Executive Officer, the Chief Financial Officer and the members
of the National Committee. Total compensation to key management personnel and directors recognized as an
expense during 2011 was $5.4 million.

As part of the Arrangement, key management and employees that were shareholders of Old GENIVAR received
common shares of GENIVAR in exchange of their shares. The promissory notes assumed in this transaction
represent an aggregate amount of $15.0 million, of which $3.0 million are still payable to the Company’s actual
shareholders as at December 31, 2011.

OFF-BALANCE SHEET AGREEMENTS

There were no off-balance sheet agreements as at December 31, 2011.

CONTRACTUAL OBLIGATIONS
The following tables provide a summary of the Company’s long-term contractual obligations:

Less than Between 1 Between 2 Between 3 Between 4 After

In thousands of dollars a year and 2 years and 3 years and 4 years and 5 years 5 years Total
Bank advances $ 50,000 - - - - - $ 50,000
Notes payable* $ 8,757 $ 3,636 - - - - $ 12,393
Balances payable to former
shareholders* $ 5,351 $ 2,507 - - - - $ 7,858
Loan payable $ 5,458 - - - - - $ 5,458

* Including current portion.

In thousands of dollars 2012 2013 2014 2015 2016 Thereafter Total

Operating lease commitments $ 21,142 $ 17,008 $ 15,255 $ 12,079 $ 8,672 $ 22,441 $ 96,597

—
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87
 The Company generated cash flows from its operations and have credit facilities available to respect all of its long-
term contractual obligations in the future.

SUBSEQUENT EVENTS
As previously noted, GENIVAR or a special purpose entity controlled by the Company acquired all the outstanding
shares of CRA, Investissements R.J., GRB and Smith Carter in the first months of 2012. These engineering firms
are based in Colombia, Quebec, Alberta, Manitoba, Ontario and the United States. These business combinations
contribute to the Company’s growth strategy. For more details regarding these business combinations, see the
“Results of operations” section.

At the moment of the approval of these consolidated financial statements the initial accounting of these business
combinations is incomplete; therefore, the Company could not provide reliable information pertaining to the
allocation of the consideration transferred, major class of assets acquired and liabilities assumed.

RISK FACTORS
The risks and uncertainties below are not the only ones that GENIVAR faces. Additional risks and uncertainties not
presently known to GENIVAR or that GENIVAR currently considers immaterial may also impair GENIVAR’s business
operations.

RISKS RELATED TO THE BUSINESS

Ability to maintain profitability and manage growth
There can be no assurance that the Company's business and strategy will enable the Company to sustain
profitability in future periods. The Company's future operating results will depend on a number of factors.

The Company's growth strategy depends, in part, on its ability to:

• offer a full range of engineering services;

• successfully cross-sell additional services to existing clients and attract new clients;
• consolidate its position in Canada and internationally, and identify and acquire suitable acquisition candidates
in order to continue its expansion; and
• successfully integrate acquired businesses with existing operations.

There can be no assurance that the Company will be successful in achieving its strategic plan or that its strategic
plan will enable the Company to maintain its historical revenue growth rates or to sustain profitability. Due to the
current economic conditions, the Company may be unable to obtain the necessary capital to finance it's strategic
plan. Failure to successfully execute any material part of its strategic plan could have a material adverse effect on
its business, prospect financial condition and results of operations.

Reputational risk
The Company depends to a large extent on its relationships with its clients and its reputation for high-quality
engineering services. As a result, if a client is not satisfied with its services, it may be more damaging in its
business than in other businesses. Moreover, its success depends in large part on whether the Company fulfills its
contractual obligations with clients and keeps its clients satisfied. If the Company fails to satisfactorily perform its
contractual obligations or address performance issues, or makes professional errors in the services that it provides,
then clients could terminate projects, exposing the Company to legal liability, loss of its professional reputation and
risk of loss or reduced profits or, in some cases, a loss on that project.

Negative opinion may impact long term results and can arise from a number of factors including questions
concerning business ethics and integrity, corporate governance as well as the accuracy and quality of financial
reporting and public disclosure. The Company depends on its reputation as an engineering services firm that abides
to the highest ethical standards and has therefore implemented various procedures and policies to help mitigate
this risk including the adoption of a comprehensive code of conduct which all employees are expected to review
2011 and abide by. However, the Company cannot assure that its control will protect it from reckless or criminal acts
ANNUAL committed by its employees or agents. Any breach of the Company's ethical standards could have a negative
REPORT
—
PAGE
88
impact on the Company's public image which could then have a material adverse effect on the Company's
business, prospect financial condition and results of operations.
In addition, the Company's failure to comply with applicable laws or regulations or acts of misconduct could
subject the Company to fines and penalties and suspension from contracting, which could weaken its ability to win
contracts and result in reduced revenues and profits and could have a material adverse impact on its business,
prospect financial condition and results of operations. Fraud may also occur and remain undetected, resulting in a
loss of assets or misstatement in the Company's financial statements and related public disclosures.

Reliance on key professionals

The Company's operations are dependent on the abilities, experience and efforts of its professionals, many of
whom have significant reputations and contacts in the industry in which the Company operates. Should any
members of its professional staff be unable or unwilling to continue their relationship with the Company, its
business, prospect financial condition and results of operations could be materially adversely impacted.

Shortage of engineers
The Company's success depends in part on its continued ability to attract and retain qualified and skilled engineers.
Over the years, a significant shortage of engineers has developed and resulted in continued upward pressure on
engineer compensation packages. There can be no assurance that the Company will be able to attract, hire and
retain a sufficient number of engineers necessary to continue to maintain and grow its business. The inability to
attract, hire and retain a sufficient number of engineers could limit its ability to sustain and increase revenues.

Possible acquisitions and integrations

The Company intends to continue making acquisitions from time to time as part of its strategy to grow its
business. Acquisitions, if they occur, will increase the size of its operations and may increase the amount of
indebtedness that the Company has to service. There is no assurance that the Company will be able to acquire
operations on satisfactory terms, or at all. The successful integration and management of acquired businesses,
involve numerous risks that could adversely affect the Company's growth and profitability, including: (i) the risk
that the Company may not be able to obtain the necessary capital to finance by way of debt financing (ii) the risk
that the Company may not be able to successfully manage the acquired operations and the integration may place
significant demands on the Company's Management, diverting their attention from existing operations; (iii) the risk
that its operational, financial and management systems may be incompatible with or inadequate to effectively
integrate and manage acquired systems; (iv) the risk that acquisitions may require substantial financial resources
that otherwise could be used in the development of other aspects of the Company's business; (v) the risk that
major clients of the acquired firms may not be retained following the acquisition of such firms; and (vi) the risk
that acquisitions may result in liabilities and contingencies, which could be significant to the Company's operations.
The successful integration of an acquired business is also subject to the risk that personnel and professionals from
the acquired business and the Company's existing business may not be able to work together successfully, which
could affect its operations. In particular, the Company may seek to require as a condition of its acquisitions that
key personnel and professionals enter into employment agreements for specified post-acquisition periods or,
non-competition undertakings; however, there are risks that such commitments will not be fulfilled or that
the personnel and professionals subject to same or other personnel and professionals will not be successfully
integrated as productive contributors to the Company's business. There is no assurance that the Company will be
able to successfully integrate its acquisitions and the Company's failure to do so could have a material adverse
effect on its business, prospect financial condition and results of operations.

Reduction of backlog
The Company cannot guarantee that the revenues projected in its backlog will be realized or, if realized, will
result in profits. Projects may remain in the Company's backlog for an extended period of time. In addition, project
cancellations or scope adjustments may occur, from time to time, with respect to contracts reflected in its backlog,
especially during economic downturn. Backlog reductions adversely affect the revenues that the Company actually
receives from contracts reflected in its backlog. Future project cancellations and scope adjustments could further
reduce the dollar amount of its backlog and the revenues that it actually receives. Most contracts for services with
its clients are terminable by the clients on short notice. If a reduction in its backlog occurs, it could incur costs
resulting from reductions in staff that would have the effect of reducing its net earnings.

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89
 Geographic concentration
The business of the Company is largely conducted in the province of Quebec, where it derived 47.1% of its net
revenues for the year ended December 31, 2011. Accordingly, the Company is highly dependent on the general
economic conditions of this region. If at any given time, a significant portion of the Company's revenues is derived
from a specific geographic region, industry, or sector and the Company is unable to adjust its workforce or service
mix to a downturn in a geographic region, business may be impacted by a number of factors, which may include
the following:

• Changes in employment levels;

• The impact of present or future environmental, zoning, or other laws and regulations;
• Changes in real estate tax rates and assessments and other operating expenses;
• Required compliance with a variety of laws and regulations of jurisdictions outside Canada, including labour
and tax laws;
• Customers outside Canada may have longer payment cycles; and
• Natural or human-made disasters and other factors that are beyond the Company's control.

International operations
In addition to its operations in Canada, the Company (i) has operations in Trinidad and Tobago, France and
Colombia; (ii) pursues contracts for clients in Trinidad and Tobago, France, Colombia as well as other countries;
and (iii) derives some of its revenues from such operations. Although its international operations have represented
approximately 1.8% of its net revenues for the year ended December 31, 2011, and its overall international
operations were mostly conducted for Canadian-based clients, completed from resources of its Canadian offices
and paid in Canadian dollars, the Company's international operations could increase in the future given the
Company's recent international expansion and its long-term international growth strategy.

International business is subject to a variety of special risks, including (a) greater risk of uncollectible accounts
and longer collection cycles; (b) logistical and communications challenges; (c) potential adverse changes in laws
and regulatory practices; (d) changes in labour conditions; (e) general economic and political conditions in the
foreign markets; (f) international hostilities; (g) risks related to complying with a wide variety of local, national, and
international laws; (h) the difficulties and costs of staffing and managing international operations; (i) changes in
exchange rates; (j) multiple and possibly overlapping tax structures; and (k) political and economic instability.

In addition, the Company may face competition in other countries from companies that may have more experience
with operations in such countries or with international operations generally. The Company is also exposed
to currency risks as a result of potential exchange rate fluctuations. These and other risks associated with
international operations could have a material adverse effect on its business, prospect financial condition and
results of operations.

Dependence on economic conditions

Economic slowdowns or downturns, adverse economic conditions, cyclical trends, increases in interest rates,
variations in currency exchange rates, availability, cost and terms of financing, reduced client spending and other
factors could have a material adverse effect on its business, prospect financial condition and results of operations.
Although its operations are functionally diversified, significant erosion in levels of activity in any market segment in
which the Company operates could have a negative impact on its business, prospect financial condition and results
of operations.

The Company's business success depends in part on its ability to anticipate and effectively manage these
economic risks. The Company cannot provide assurances that it will manage those risks. A failure of the Company
to successfully do so could have a negative impact on its business, prospect financial condition and results of
operations.

2011
ANNUAL
REPORT
—
PAGE
90
Revenues from contracts with government agencies
The demand for the Company's services is related to the level of government funding that is allocated for
rebuilding, improving, and expanding infrastructure systems. The Company derives a significant amount of
its revenues from government or government-funded projects and expects to continue to do so in the future.
Significant changes in the level of government funding (whether from traditional funding constraints), the
long-term impacts of the recent economic crisis (including future budgetary constraints and concerns regarding
deficits), changing political priorities, change in government or delays in projects caused by the election process,
may adversely affect on its business, prospect financial condition and results of operations.

The success and further development of the Company's business depends, in part, on the continued funding of
these government programs and on the Company's ability to participate in these programs. However, governments
may not have available resources to fund these programs or may not fund these programs even if they have
available financial resources. Some of these government contracts are subject to renewal or extensions annually,
so the Company cannot be assured of its continued work under these contracts in the future. In addition,
government agencies can terminate these contracts at their convenience. The Company may incur costs in
connection with the termination of these contracts and suffer a loss of business. Contracts with government
agencies are sometimes subject to substantial regulation and audit of the actual costs incurred. Consequently,
there may be a downward adjustment to the Company's revenues if accrued recoverable costs exceed actual
recoverable costs.

Fixed-price negotiated fee contracts

A portion of the Company's revenues comes from fixed-price negotiated fee contracts. Under fixed-price negotiated
fee contracts, the Company agrees to perform either all or a specified portion of work under the contract for a
fixed amount of fees. Fixed-price negotiated fee contracts expose the Company to a number of risks not inherent
in hourly basis contracts, including underestimation of fees, ambiguities in specifications, unforeseen difficulties,
problems with new technologies, delays beyond its control and economic or other changes that may occur during
the contract period. Increasing use of fixed-price negotiated fee contracts or increasing size of such contracts
would increase its exposure to these risks. Losses under fixed-price negotiated fee contracts could have a material
adverse effect on its business, prospect financial condition and results of operations.

Dependence on clients
Engineering services, as provided by the Company, is subject to fluctuations resulting from different factors,
including economic conditions. Furthermore, as most contracts for services with its clients are terminable by the
clients on short notice, there can be no assurance that the Company will be able to retain its relationships with
its largest clients. The Company's largest clients usually comprise many decision-making units, each of which is
responsible for awarding a portion of such client's contracts. This situation reduces the Company's dependence
on such clients. However, there can be no assurance that any or all decision-making units of its largest clients will
continue to use its services in the future. Any negative change involving any of its largest clients, including but not
limited to a client's prospect financial condition, or desire of such clients or of a significant number of decision-
making units of such clients to continue using its services, could result in a significant reduction in business which
could have a material adverse effect on its business, prospect financial condition and results of operations.

Reliance on suppliers and subcontractors

The Company relies on third party suppliers and subcontractors. The profitable completion of some contracts
depends to a large degree on the satisfactory performance of the subcontractors that complete different
elements of work. If these subcontractors do not perform to accepted standards, the Company may be required
to hire different subcontractors to complete the tasks, which may add additional costs to a contract, may impact
profitability on a specific job and in certain circumstances lead to significant losses. The failure of such third
party suppliers and subcontractors to execute or effectively manage their own business plans and deliver on their
contractual commitments could have a material adverse effect on its business, prospect financial condition and
results of operations.

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91
 Increased assumption of risk by the company
In order to adapt to the current trends affecting the manner in which projects are performed in the areas in which
the Company operates, it may participate in upfront qualification work, for example in the context of a request
for qualifications, in order to participate in consortiums formed to bid on large projects. The qualification work the
Company performs is usually performed on a cost basis. The time invested in participating in consortiums for large
projects and the related qualification work may ultimately not result in the Company obtaining contracts on which
it can generate profit margins.

Risk of future legal proceedings

The Company is threatened from time to time with, or named as a defendant in, or may become subject to various
legal proceedings in the ordinary course of conducting its business, including lawsuits based upon professional
errors and omissions and lawsuits related to the general contracting business historically carried on by Old
GENIVAR. Defending lawsuits of this nature or arising out of any of the services provided by the Company could
require substantial amounts of its Management's attention away from normal business operations, necessitate
financial resources to the defense of such claims or result in significant attorney fees and damage awards for
which the Company may not be fully insured and which could harm its reputation, thereby affecting its prospect
financial condition. A significant judgment against the Company or the imposition of a significant fine or penalty as
a result of a finding that the Company has failed to comply with laws or regulations could have a material adverse
effect on its business, prospect financial condition and results of operations.

Insurance limits
The Company believes that its professional errors and omissions insurance and director and officer liability
insurance coverage addresses all material insurable risks, provides coverage that is similar to that which would be
maintained by a prudent operator of a similar business and is subject to deductibles, limits and exclusions which
are customary or reasonable given the cost of procuring insurance and current operating conditions. However, there
can be no assurance that such insurance will continue to be offered on economically feasible terms, that all events
that could give rise to a loss or liability are insurable, or that the amounts of insurance will at all times be sufficient
to cover each and every loss or claim that may occur involving the Company's assets or operations.

Environmental, health, and safety risks and hazards in the workplace

The Company's Health, Safety & Environment program is aimed at reducing risks to people, the environment,
and its business; however, employees are subject to environmental, health, and safety risks in the course of their
employment. A number of these risks could result in personal injury, loss of life, or environmental and other
damage to the Company's property or the property of others. Alternatively, the Company could be exposed to
civil or statutory liability to employees arising from injuries or deaths because of inadequate health and safety
policies and practices. The Company cannot fully protect against all these risks, nor are all these risks insurable.
The Company may become liable for damages arising from these events against which it cannot insure or against
which it may elect not to insure because of high premium costs or other reasons. Furthermore, the Company risks
incurring additional costs on projects that have sustained environmental, health, and safety hazards because they
may require additional time to complete or because employee time may be lost due to injury.

Interruption to systems and network infrastructure

The Company heavily relies on computer information, communications technology, and related systems in order
to operate properly. If the Company is unable to continually add software and hardware, effectively upgrade
its systems and network infrastructure, maintain key information technology personnel, and take other steps
to improve the efficiency of and protect its systems, the Company’s operation systems could be interrupted or
delayed. In addition, the Company’s computer and communications systems and operations could be damaged or
interrupted by natural disasters, telecommunications failures, acts of war or terrorism, computer viruses, physical
or electronic security breaches, or similar events or disruptions. Any of these or other events could cause system
interruptions, delays, and loss of critical data; could delay or prevent operations; and may adversely affect on its
business, prospect financial condition and results of operations.

2011
ANNUAL
REPORT
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92
Accounts receivable
As is common in the engineering services industry, the Company carries a high level of accounts receivable on its
balance sheet. This value is spread amongst numerous contracts and clients. While the Company performs regular
reviews of accounts receivable to identify clients with overdue payments and resolve issues causing any delays,
there can be no assurance that outstanding accounts receivable will be paid on a timely basis or at all.

RISKS RELATED TO THE INDUSTRY

Competition in the industry
The Company operates in highly competitive markets and have numerous competitors for all of the services it
offers. Size and characteristics of competitors vary widely with the type of service it provides. On large capital
infrastructure industrial and facilities projects, competitors are usually other full-service engineering services
firms. However, the Company also competes with small and medium sized multidisciplinary regional firms or
niche players who offer specific services. Some of its competitors have longer operating histories, greater name
recognition, larger customer bases and have achieved substantially more market penetration in certain of the
areas in which it competes. In addition, some of its competitors, including important U.S. and international
competitors that have expanded their operations to Canada through acquisitions of Canadian-based firms, have
substantially more financial resources or financial flexibility and marketing resources than the Company. These
competitive forces could have a material adverse effect on the Company's business, its financial condition and
results of operations by reducing its current market share in the market segments in which the Company operates.

Reduction in the scope of environmental regulations

A portion of the Company's engineering services business is generated directly or indirectly as a result of laws and
regulations regarding environmental protection. Changes in environmental regulations could affect the Company's
business more significantly than they would affect other engineering services firms. Accordingly, a reduction in
the number or scope of these laws and regulations could significantly reduce the size of its market environment
segment and have a material adverse effect on its business, prospect financial condition and results of operations.

Increased awareness of environmental factors

As part of increasing awareness of global climate change, some experts have suggested that companies involved
in industries that impact the environment may be subject to litigation from governments, shareholders, or
environmental activists. The cancellation of major projects for the Company due to environmental concerns or
significant environmental litigation impacting key clients could materially affect the Company's financial results.

RISKS RELATED TO INDEBTEDNESS

Additional capital required to fund acquisition strategy
In order to fund future acquisitions, the Company will need access to substantial amounts of capital. However,
the Company may be unable to obtain the necessary capital to finance a successful acquisition program while
meeting its other cash needs. If the Company is unable to obtain additional capital on acceptable terms, the
Company may be required to reduce the scope of its anticipated expansion, which may negatively affect its
future competitiveness and results of operations. Using internally generated cash or taking on debt to complete
acquisitions could substantially limit the Company's operational and financial flexibility. The extent to which the
Company will be able or willing to use its shares for acquisitions will depend on the market value of its shares
from time to time and the willingness of potential sellers to accept its shares as full or partial payment.

Potential dilution
The Company's business strategy is to expand into new markets and enhance its position in existing markets
through internal growth and through the acquisition of complementary businesses. In order to successfully
complete targeted acquisitions or to fund our other activities, the Company may issue additional equity securities
that could dilute share ownership. The Company's articles also permit the issuance of an unlimited number of
common shares and an unlimited number of preferred shares, issuable in series. The Company may also incur
additional debt if it acquires another company, and this could increase its debt repayment obligations which could
have a negative impact on future liquidity and profitability.

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 Additional capital requirements
The Company believes that its operating income will be sufficient to fund operations and planned capital
expenditures in the near term. However, the Company may be required to raise additional capital in the future. The
availability of future financing will depend on prevailing market conditions and the acceptability of financing terms
offered. There can be no assurance that future financing will be available, or available on acceptable terms, in an
amount sufficient to fund its needs, especially during economic downturns.

RISKS RELATED TO THE ARRANGEMENT

Indemnity in connection with the arrangement
As part of the Arrangement, Old GENIVAR combined with the Fund and, as a result, all the assets and liabilities of
Old GENIVAR have been distributed and assumed by the Company, as the successor entity. Accordingly, the Fund
and its subsidiaries have completed, prior to the completion of the Arrangement, a due diligence investigation of
the assets and liabilities of Old GENIVAR.

There may be liabilities that the Fund and its subsidiaries failed to or were unable to discover in their due diligence
and the Company may not be indemnified for some or all of these liabilities. In particular, Old GENIVAR may
have liabilities related to its former activities as part of the general contracting business historically carried on it
following the initial public offering. Consequently, the Company may be legally and financially responsible for these
liabilities.

Although the Arrangement Agreement includes an indemnification mechanism in favour of the Company, the
Company's right to indemnification is subject to a maximum amount of $3.0 million (the "Maximum Amount") and
certain other limitations. No additional indemnification rights are available to the Company with respect to the
Arrangement, including any general indemnification rights pursuant to the Civil Code of Quebec or Common Law.
The discovery of any material liabilities which would be in excess of the Maximum Amount could have a material
adverse effect on the business, prospect financial condition and results of operations of the Company.

RISKS RELATED TO THE COMMON SHARES

Payment of dividends
Any decisions to pay dividends on the shares is, subject to the discretion of the Board of Directors, based on,
among other things, the Company's earnings, financial requirements for the Company's operations, the satisfaction
of applicable solvency tests for the declaration and payment of dividends and other conditions existing from time
to time, including the completion of a material acquisition by the Company. As a result, no assurance can be given
as to whether the Company will pay dividends, or the frequency or amount of any such dividend.

ADDITIONAL INFORMATION
additional information regarding the Company is available on the Website at www.genivar.com and on SEDAR at
www.sedar.com. The Annual Information Form for the year ended December 31, 2011, will be available on these
Websites by the end of March 2012.

The common shares of the Company are traded on the Toronto Stock Exchange under the symbol “GNV.” As at
December 31, 2011, and March 23, 2012, the Company had 32,637,916 common shares and 32,712,623 common
shares outstanding, respectively. The Company has no other shares outstanding.

2011
ANNUAL
REPORT
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PAGE
94
GLOSSARY
Net revenues
Net revenues are defined as revenues from consulting services less direct costs for subconsultants and other direct
expenses that are recoverable directly from the clients. Net revenues is not an IFRS measure and does not have a
standardized definition within IFRS. Therefore, net revenues may not be comparable to similar measures presented
by other issuers. Investors are warned that net revenues should not be construed as an alternative to revenues for
the year (as determined in accordance with IFRS) as an indicator of GENIVAR’s performance.

EBITDA and EBITDA per share/unit

EBITDA is defined as earnings before financial expenses, income tax expenses, depreciation and amortization.
EBITDA is not an IFRS measure and does not have a standardized definition within IFRS. Investors are cautioned
that EBITDA should not be considered an alternative to net earnings for the year (as determined in accordance
with IFRS) as an indicator of GENIVAR’s performance, or an alternative to cash flows from operating, financing and
investing activities as a measure of GENIVAR's liquidity and cash flows. GENIVAR’s method of calculating EBITDA
may differ from the methods used by other issuers and, accordingly, GENIVAR’s EBITDA may not be comparable to
similar measures used by other issuers.

EBITDA per share/unit is calculated using the weighted average number of shares/units receiving dividends/
distributions.

Income tax expenses per share/unit

Income tax expenses per share/unit is defined as the income tax expenses on the diluted weighted average number
of shares/units.

Adjusted net earnings and adjusted net earnings per share/unit

Adjusted net earnings is not an IFRS measure and is defined as net earnings without the income and expenses of
the financial liability related to LP Units.

Adjusted net earnings per share/unit is calculated using the adjusted net earnings divided by the weighted average
number of shares/units receiving dividends/distributions.

Funds from operations and funds from operations per share/unit

Funds from operations is not an IFRS measure. It provides Management and investors with a proxy for the amount
of cash generated from operating activities before changes in non-cash working capital items.

Funds from operations per share/unit is calculated using the weighted average number of shares/units receiving
dividends/distributions.

Free cash flow and free cash flow per share/unit

Free cash flow is not an IFRS measure. It provides a consistent and comparable measurement of free cash flow
generated from operations across entities and is used as an indicator of financial strength and performance. Free
cash flow is defined as cash flows from operating activities, including operating cash flows provided from or used
in discontinued operations as reported in accordance with IFRS, less total capital expenditures as reported in the
financial statements.

Free cash flow per share/unit is calculated using the weighted average number of shares/units receiving dividends/
distributions.

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95
2011
ANNUAL
REPORT
—
PAGE
96
CONSOLIDATED
FINANCIAL STATEMENTS
—
DECEMBER 31,
2011 AND 2010
—
IN THOUSANDS
OF DOLLARS —
PAGE
97
 MANAGEMENT RESPONSIBILITY FOR
FINANCIAL REPORTING
The accompanying consolidated financial statements of GENIVAR Inc. and all the information in this annual report
are the responsibility of management and are approved by the Board of Directors of GENIVAR Inc.

The consolidated financial statements have been prepared by management in accordance with International
Financial Reporting Standards (“IFRS”) as issued by International Accounting Standard Board. The significant
accounting policies used are described in Note 2 to the consolidated financial statements. Certain amounts in
the financial statements are based on estimates and judgments. Management has determined such amounts on
a reasonable basis in order to ensure that the financial statements are presented fairly, in all material respects.
Management has prepared the financial information presented elsewhere in the annual report and has ensured
that it is consistent with that in the consolidated financial statements.

GENIVAR Inc. maintains systems of internal accounting and administrative controls which are designed to provide
reasonable assurance that the financial information is relevant, reliable and accurate and that GENIVAR Inc.’s
assets are appropriately accounted for and adequately safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial
reporting and is ultimately responsible for reviewing and approving the financial statements. The Board of Directors
carries out this responsibility principally through its Audit Committee.

The Audit Committee is appointed by the Board of Directors, and its three members are outside directors.
The Audit Committee meets periodically with management, as well as with the external auditors, to discuss
internal controls, accounting, auditing and financial reporting issues, to ensure that each party is properly
discharging its responsibilities, and to review the consolidated financial statements, the management’s discussion
and analysis and the external auditors’ report. The Audit Committee reports its findings to the Board of Directors
for consideration when the latter approves the consolidated financial statements for issuance to the shareholders.
The Audit Committee also considers, for review by the Board of Directors and approval by the shareholders,
the engagement or reappointment of the external auditors.

The consolidated financial statements have been audited, on behalf of the shareholders, by
PricewaterhouseCoopers LLP, the external auditors, in accordance with IFRS. The external auditors have full and
free access to the Audit Committee and may meet with or without the presence of management.

Pierre Shoiry, Eng., M. A. Sc., Alexandre L’Heureux, CA, CFA,

President and Chief Executive Officer Chief Financial Officer

Montreal, Quebec, Canada

March 23, 2011

2011
ANNUAL
REPORT
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PAGE
98
INDEPENDENT AUDITOR'S REPORT
TO THE SHAREHOLDERS OF GENIVAR INC.
We have audited the accompanying consolidated financial statements of GENIVAR Inc., which comprise the
consolidated statements of financial position as at December 31, 2011, December 31, 2010 and
January 1, 2010 and the consolidated statements of earnings, comprehensive income, changes in equity and cash
flows for the years ended December 31, 2011 and December 31, 2010, and the related notes, which comprise a
summary of significant accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements
in accordance with International Financial Reporting Standards, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.

Auditor's responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We
conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require
that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the consolidated financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis
for our audit opinion.

Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of GENIVAR Inc. as at December 31, 2011, December 31, 2010 and January 1, 2010 and its financial performance
and its cash flows for the years ended December 31, 2011 and December 31, 2010 in accordance with
International Financial Reporting Standards

Montreal, Quebec, Canada

March 23, 2012

1
Chartered accountant auditor permit No. 19042
“PwC” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership.

—
PAGE
99
 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at December 31, 2011, and 2010 and January 1, 2010

December 31, December 31, January 1,

In thousands of Canadian dollars 2011 2010 2010
ASSETS $ $ $
Current assets
Cash and cash equivalents (note 6) 144,031 26,961 51,887
Accounts receivable (note 7) 189,275 192,333 143,278
Income taxes receivable (note 23) 1,517 836 -
Costs and anticipated profits in excess of billings 68,373 61,301 51,292
Prepaid expenses 5,666 8,564 4,710
408,862 289,995 251,167
NON-CURRENT ASSETS
Investments (note 8) 2,179 - -
Property, plant and equipment (note 9) 39,321 34,522 30,555
Intangible assets (note 10) 75,971 85,561 79,696
Goodwill (note 11) 199,716 181,749 146,446
Total assets 726,049 591,827 507,864
LIABILITIES AND EQUITY
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (note 13) 104,466 88,064 69,404
Income taxes payable (note 23) 1,810 536 347
Billings in excess of costs and anticipated profits 17,699 21,096 24,836
Distributions payable on financial liability related to LP Units - - 5,210
Dividends/distributions payable to shareholders/unitholders (note 25) 12,239 18,334 10,409
Promissory notes 3,000 - -
Loan payable (note 14) 5,356 5,698 6,000
Current portion of notes payable (note 15) 8,380 11,622 5,300
Current portion of balances payable to former shareholders (note 16) 5,124 - -
158,074 145,350 121,506
Non-current liabilities
Notes payable (note 15) 3,000 3,238 1,768
Balances payable to former shareholders (note 16) 2,433 - -
Bank advances (note 12) 50,000 54,334 -
Deferred income tax liabilities (note 23) 11,170 16,552 3,358
Financial liability related to LP Units (note 17) - - 245,083
Total liabilities 224,677 219,474 371,715
EQUITY
Equity attributable to shareholders/unitholders
Share capital/Fund units (note 18) 484,322 275,767 275,767
Accumulated other comprehensive loss (223) (293) -
Retained earnings (deficit) 17,178 8,662 (139,618)
501,277 284,136 136,149
Non-controlling interest (note 19) 95 88,217 -
Total equity 501,372 372,353 136,149
Total liabilities and equity 726,049 591,827 507,864
Commitments and contingencies (note 29)
Subsequent events (note 32)

The accompanying notes are an integral part of these consolidated financial statements.
Approved by the Board of Directors
2011
ANNUAL (signed) Pierre Shoiry (signed) Pierre Seccareccia
REPORT Director Director
—
PAGE
100
CONSOLIDATED STATEMENTS OF EARNINGS
For the years ended December 31, 2011, and 2010

In thousands of Canadian dollars, except the number

of shares/units and per share/unit data 2011 2010
$ $
Revenues 651,885 580,431
Costs (note 21) 395,295 349,469
Gross margin 256,590 230,962
Expenses
Marketing, general and administrative (note 21) 167,979 146,125
Depreciation of property, plant and equipment 7,971 6,312
Amortization of intangible assets 17,311 16,859
Net interest expense (note 22) 4,311 1,337
Exchange loss (gain) (983) 1,501
Unrealized gain arising from changes in fair value of financial liability related to LP
Units (note 17) - (9,513)
Distributions on financial liability related to LP Units - 5,663
196,589 168,284
Earnings before income taxes 60,001 62,678
Income tax expenses (note 23) 9,945 11,728
Net earnings for the year 50,056 50,950
Net earnings attributable to:
Shareholders/unitholders 50,052 39,219
Non-controlling interest 4 11,731
50,056 50,950
Basic net earnings per share/unit 1.91 2.81
Basic and diluted weighted average number of shares (note 24) 26,233,234 -
Basic weighted average number of units (note 24) - 18,103,589

Diluted net earnings per share/unit 1.91 2.26

Diluted weighted average number of units (note 24) - 21,752,567

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2011, and 2010

In thousands of Canadian dollars 2011 2010

$ $
Comprehensive income
Net earnings for the year 50,056 50,950
Other comprehensive income (loss)
Currency translation adjustment 148 (293)
Changes in fair value of an investment (72) -
Total comprehensive income for the year 50,132 50,657
Comprehensive income attributable to:
Shareholders/unitholders 50,122 38,926
Non-controlling interest 10 11,731
50,132 50,657
—
The accompanying notes are an integral part of these consolidated financial statements. PAGE
101
 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2011, and 2010

Attributable to shareholders/unitholders
Accumulated
Retained other Non-
Share earnings comprehensive controlling Total
In thousands of Canadian dollars Fund units capital (deficit) loss Total interest equity
$ $ $ $ $ $ $
Balance – January 1, 2010 275,767 - (139,618) - 136,149 - 136,149
Extinction of the conversion
right (notes 17 and 19) - - 146,173 - 146,173 89,397 235,570
Comprehensive income
Net earnings for the year - - 39,219 - 39,219 11,731 50,950
Currency translation
adjustment - - - (293) (293) - (293)
Total comprehensive income - - 39,219 (293) 38,926 11,731 50,657
Declared distributions to
unitholders (note 25) - - (37,112) - (37,112) (12,911) (50,023)
Balance – December 31, 2010 275,767 - 8,662 (293) 284,136 88,217 372,353

Balance – January 1, 2011 275,767 - 8,662 (293) 284,136 88,217 372,353

Reorganization
Fund units exchanged for
common shares (note 18) (275,767) 275,767 - - - - -
Changes in tax status
(note 23) - (721) - - (721) - (721)
Acquisition of the non-
controlling interest (note 4a))
Common shares issued - 229,730 - - 229,730 - 229,730
Adjustment to equity - (179,134) - - (179,134) - (179,134)
Elimination of the non-
controlling interest
(notes 4a) and 19) - - - - - (88,217) (88,217)
Common shares issued in
business acquisitions
(note 4b)) - 2,007 - - 2,007 - 2,007
Common shares issued
related to an equity private
placement (note 18a)) - 155,813 - - 155,813 - 155,813
Common shares issued
(note 18a)) - 860 - - 860 - 860
Investment by a non-
controlling interest in
GENIVAR France (note 19) - - - - - 85 85
Comprehensive income
Net earnings for the year - - 50,052 - 50,052 4 50,056
Currency translation
adjustment - - - 142 142 6 148
Changes in fair value of
investment - - - (72) (72) - (72)
Total comprehensive income - - 50,052 70 50,122 10 50,132
Declared dividends to
shareholders (note 25) - - (41,536) - (41,536) - (41,536)
Balance – December 31, 2011 - 484,322 17,178 (223) 501,277 95 501,372
2011
ANNUAL The accompanying notes are an integral part of these consolidated financial statements.
REPORT
—
PAGE
102
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2011, and 2010

In thousands of Canadian dollars 2011 2010

$ $
Cash flows generated from operating activities
Net earnings for the year 50,056 50,950
Adjustments for:
Depreciation and amortization 25,282 23,171
Income tax expenses (note 23) 9,945 11,728
Income taxes paid (21,848) (3,580)
Net interest expense (note 22) 4,311 1,337
Others (4) -
Unrealized gain arising from changes in fair value of financial
liability related to LP Units (note 17) - (9,513)
Distributions on financial liability related to LP Units - 5,663
67,742 79,756
Change in non-cash working capital items (note 26) 4,793 (17,994)
Net cash and cash equivalents generated from operating activities 72,535 61,762
Cash flows generated from (used in) financing activities
Dividends/distributions paid to shareholders/unitholders (41,516) (35,302)
Distributions paid to the non-controlling unitholder - (6,796)
Distributions paid on financial liability related to LP Units - (10,873)
Repayment of promissory notes (12,000) -
Repayment of loan payable and long-term debts (342) (1,187)
Repayment of notes payable (10,112) (11,533)
Repayment of balances payable to former shareholders (8,799) -
Interest paid (4,311) (1,337)
Net variation in bank advances (4,334) 54,334
Investment by a non-controlling interest in GENIVAR France 85 -
Issuance of common shares, net of issuance costs 155,263 -
Net cash and cash equivalents generated from (used in) financing activities 73,934 (12,694)
Cash flows used in investing activities
Business acquisitions (notes 4b) et d)) (20,093) (51,632)
Cash acquired in the acquisition of the non-controlling interest 3,200 -
Variation in advances to the non-controlling unitholder - (9,967)
Proceeds from disposal of investment 9 -
Additions to property, plant and equipment (8,603) (6,092)
Proceeds from disposal of property, plant and equipment 175 323
Additions to intangible assets (3,625) (6,572)
Investments in a joint venture and in securities (461) -
Net cash and cash equivalents used in investing activities (29,398) (73,940)
Effect of exchange rate change on cash and cash equivalents (1) (54)
Net change in cash and cash equivalents 117,070 (24,926)
Cash and cash equivalents – Beginning of year 26,961 51,887
Cash and cash equivalents – End of year 144,031 26,961

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

—
PAGE
103
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

1 — BUSINESS DESCRIPTION
On January 1, 2011, GENIVAR Income Fund (the “Fund”) completed a plan of arrangement providing for the
reorganization of the Fund’s income trust structure into a corporation named GENIVAR Inc. (the “Company”
or “GENIVAR”) and the simultaneous acquisition of the financial interest of the Fund’s former non-controlling
unitholder, GENIVAR Inc. (“Old GENIVAR”). Old GENIVAR was incorporated under the Canada Business Corporations
Act and held investments until the completion of the plan of arrangement on January 1, 2011.

The Company is a consulting services firm providing private- and public-sector clients with a broad diversity of
services in planning, engineering, architecture, surveying, environmental sciences, and project and construction
management. The Company offers a variety of project services throughout all project execution phases, from the
initial development and planning studies through to the design, construction, commissioning and maintenance
phases. The Company operates in a variety of countries. The address of its main registered office is 1600, René-
Lévesque West Boulevard, Montreal, Quebec. The Company’s common shares are listed on the Toronto Stock
Exchange (“TSX”) under the symbol “GNV.”

The plan of arrangement was voted upon by the unitholders on May 27, 2010, and approved by the Superior Court
of Quebec on June 14, 2010. GENIVAR now directly and indirectly owns and operates the businesses which were
previously owned and operated by the Fund and its subsidiaries and also owns the assets and liabilities previously
owned by Old GENIVAR. The members of the board of trustees and the senior officers of the Fund are now the
officers and directors of GENIVAR.

Pursuant to the plan, the unitholders received, for each unit of the Fund held, one common share of GENIVAR
representing in the aggregate 18,103,589 common shares of GENIVAR and the shareholders of the non-controlling
unitholder, Old GENIVAR, received an aggregate of 7,908,294 common shares of GENIVAR in exchange for their
33.35% indirect interest in a subsidiary of the Fund prior to the conversion. As a result, the conversion of the Fund
was treated as a change in business form and the consolidated financial statements of GENIVAR were accounted
for as a continuation of the consolidated financial statements of the Fund. On January 1, 2011, there were
26,011,883 common shares of GENIVAR outstanding.

Previous to the plan of arrangement, the Fund was an unincorporated, open-ended, limited purpose trust created
pursuant to the Fund’s Declaration of Trust made as of March 31, 2006, as amended and restated on May 16,
2006, and was governed by the laws of the Province of Quebec. The Fund has been created to invest, through
GENIVAR Operating Trust (the “Trust”), a wholly owned trust, in limited partnership units of GENIVAR Limited
Partnership (“GENIVAR LP”) and in shares of GENIVAR GP Inc. (“GENIVAR GP”), the general partner of GENIVAR LP.
As a result of the reorganization, the Trust and the Fund were liquidated, GENIVAR LP wound up its operation and
GENIVAR GP and some of the Fund’s subsidiaries were amalgamated.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation
These consolidated financial statements represent the first annual consolidated financial statements of the
Company and its subsidiaries prepared in compliance with Canadian generally-accepted accounting principles
as defined in the Handbook of the Canadian Institute of Chartered Accountants (“CICA Handbook”). In 2010, the
CICA Handbook was revised to incorporate International Financial Reporting Standards (“IFRS”), as issued by the
International Accounting Standards Board (“IASB”). The Company adopted IFRS in accordance with IFRS 1, “First-
time Adoption of International Financial Reporting Standards.” The first date at which IFRS was applied was
January 1, 2010. In accordance with IFRS, the Company has:

• provided comparative financial information;

• applied the same accounting policies throughout all periods presented;
• retrospectively applied all effective IFRS standards as of December 31, 2011, as required; and
2011
ANNUAL • applied certain optional exemptions and certain mandatory exceptions as applicable for first time IFRS
REPORT adopters.
—
PAGE
104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

The Company's consolidated financial statements were previously prepared in accordance with Canadian generally
accepted accounting principles (“Canadian GAAP”). Canadian GAAP differs in some areas from IFRS. In preparing
these financial statements, Management has amended certain accounting, measurement and consolidation
methods previously applied in the Canadian GAAP financial statements to comply with IFRS. Note 31 contains
reconciliations and descriptions of the effect of the transition from Canadian GAAP to IFRS on equity, earnings and
comprehensive income (loss) for the year ended December 31, 2010, along with line-by-line reconciliations of the
statement of financial position as at December 31, 2010, and January 1, 2010.

These financial statements were approved by the Company’s board of directors on March 23, 2012.

These financial statements were prepared on a going concern basis, under the historical cost convention, as
modified by the revaluation of financial assets and financial liabilities at fair value through the consolidated
statement of earnings.

Consolidation and joint ventures

These consolidated financial statements include the accounts of the Company, its subsidiaries and all its special
purpose entities for the year ended December 31, 2011, and the accounts of the Fund, its subsidiaries and all its
special purpose entities for the year ended December 31, 2010, and prior.

The Company conducts certain activities in joint ventures with other parties qualified as jointly controlled
operations. The interests in such joint ventures are accounted for using the proportionate consolidation method,
which results in the Company recording its pro rata share of the assets, liabilities, revenues, costs and cash flows
of each of these jointly controlled operation using the most recent financial statements of the joint ventures
available, which are not necessarily the ones as at the end of the reporting period. The Company also has
an interest in a jointly controlled entity which is accounted for using the equity method and presented as an
investment in the statements of financial position.

Non-controlling interests represent equity interests in subsidiaries owned by outside parties. The share of net
assets of subsidiaries attributable to non-controlling interests is presented as a component of equity. Their share
of net income and comprehensive income is recognized directly in equity. Changes in the parent company’s
ownership interest in subsidiaries that do not result in a loss of control are accounted for as equity transactions.

All significant intercompany transactions and balances have been eliminated.

Special purpose entities

Special purpose entities (“SPE”) as defined in SIC 12, “Consolidation – Special Purpose Entities” are entities which
are created to accomplish a narrow and well-defined objective.

The Company consolidates SPEs when, based on the evaluation of the substance of the relationship with the
Company, it concludes that it controls the SPE. Controls exist when the Company has the power, directly or
indirectly to govern the financial and operating policies of the entity so that the Company obtains benefits from its
activities, whether it holds shares or not. All of the Company’s SPEs are consolidated.

Foreign currency
The consolidated financial statements are presented in Canadian dollars, which is the Company's presentation
currency and the functional currency of the majority of its subsidiaries.

Assets and liabilities of entities with functional currencies other than Canadian dollars are translated at the period
end rates of exchange, and the results of their operations are translated at average rates of exchange for the
period. The resulting changes are recognized in accumulated other comprehensive income in equity as currency
translation adjustments.

—
PAGE
105
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Items included in the financial statements of each of the Company's subsidiaries are measured using the currency
of the primary economic environment in which the entity operates (the “functional currency”). Foreign currency
transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities not denominated in the functional currency of an entity are
recognized in the consolidated statement of earnings within exchange loss (gain).

Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing the
performance of the operating segments and has been identified as the National Committee.

Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary
course of the Company’s activities. Revenue is shown net of value-added tax and after eliminating sales within
the group.

The Company recognizes revenue when the amount of revenue can be reliably measured, when it is probable that
future economic benefits will flow to the entity and when specific criteria have been met for each of the Company’s
activities as described below. The Company bases its estimates on historical results, taking into consideration the
type of customer, the type of transaction and the specifics of each arrangement.

Revenues and profits from cost-plus contracts with ceilings and from fixed price contracts are accounted for
using the percentage-of-completion method, which is calculated on the ratio of contract costs incurred to total
anticipated costs.

Revenues and profits from cost-plus contracts without stated ceilings and from short-term projects are recognized
when costs are incurred and are calculated based on billing rates for the services performed.

Certain costs incurred by the Company for subconsultants and other expenses that are recoverable directly from
clients are billed to them and therefore are included in revenues. In all cases, the value of goods and services
purchased by the Company, when acting as a purchasing agent for a client, is not recorded as revenue.

The effect of revisions to estimated revenues and costs is recorded when the amounts are known and can be
reasonably estimated. These revisions can occur at any time and could be significant. Where total contract costs
exceed total contract revenues, the expected loss is recognized as an expense immediately via a provision for
losses to completion, irrespective of the stage of completion and based on a best estimate of forecast results
including, where appropriate, rights to additional income or compensation, where they are probable and can be
determined reliably. Given the uncertainties associated with these types of contracts, it is possible for actual
costs to vary from estimates previously made, which may result in reductions or reversals of previously recorded
revenues and profits.

Costs
Costs include the direct costs to deliver the service to the client, which includes the payroll costs, subconsultants
fees and direct expenses.

Financial assets and financial liabilities

Financial assets and financial liabilities are initially recognized at fair value, and their subsequent measurements
are dependent on their classification, as described below. The classification depends on the purpose for which
the financial instruments were acquired or issued, their characteristics and the Company’s designation of such
2011
instruments.
ANNUAL
REPORT
—
PAGE
106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Loans and receivables

Cash and cash equivalents, accounts receivable, costs and anticipated profits in excess of billings and advances
to the non-controlling unitholder are classified as loans and receivables. Financial assets classified as loans and
receivables are accounted for at amortized cost using the effective interest rate method less any impairment loss.

Available for sale financial assets

Investments in securities are usually classified as available for sale. They are accounted at fair value with
unrealized gains or losses recognized in other comprehensive income until the investment is derecognized.

Other liabilities
Accounts payable and accrued liabilities, dividends/distributions payable to the shareholders/unitholders, loan
payable, notes payable, balances payable to former shareholders, promissory notes, and bank advances are
classified as other liabilities and are recorded at amortized cost using the effective interest rate method.

Financial liabilities at fair value through profit and loss (FVTP&L)

Financial liability related to LP Units is classified as FVTP&L and is measured at the current value of the
redemption amount, which approximates fair value at the date of the statement of financial position. Unrealized
gains and losses from changes in fair value are recorded in the consolidated statement of earnings.

Transaction costs
Transaction costs related to loans and receivables and other liabilities are considered as part of the carrying
value of the asset and liability and are then amortized over the expected life of the instrument using the effective
interest rate method. In addition, transaction costs related to business acquisitions are expensed as incurred.

Determination of fair value

The fair value of a financial instrument is the amount of consideration that would be agreed on in an arm’s-
length transaction between knowledgeable, willing parties who are under no compulsion to act. The fair value of a
financial instrument on initial recognition is the transaction price, which is the fair value of the consideration given
or received. Subsequent to initial recognition, the fair values of financial instruments that are quoted in active
markets are based on bid prices for financial assets held and offer prices for financial liabilities. When independent
prices are not available, fair values are determined by using valuation techniques that refer to observable
market data.

Hedge accounting
The Company does not use hedge accounting.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and balances with banks as well as all highly liquid short-term
investments with original maturities of three months or less.

Trade receivables
Trade receivables are amounts due from customers for the rendering of services in the ordinary course of business.
Trade receivables are classified as current assets if payment is due within one year or less. Trade receivables are
recognized initially at fair value and subsequently measured at amortized cost, less impairment.

Investments
Investment held in jointly controlled entity is accounted for using the equity method. Investments in securities are
accounted for at fair value with unrealized gains or losses recognized in other comprehensive income.

—
PAGE
107
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Property, plant and equipment

Property, plant and equipment are recorded at historical cost less accumulated depreciation and accumulated
impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount when it is probable that future economic benefits
associated with the item will flow to the Company and the cost of the item can be measured reliably. The
carrying amount of any replaced part is derecognized. All other repairs and maintenance costs are charged to the
consolidated statement of earnings during the period in which they are incurred.

Land is not depreciated. Depreciation on other assets is calculated using the methods described below to allocate
their cost to their residual values over their estimated useful lives. The estimated useful lives, residual values and
depreciation methods are reviewed at each year-end, with the effect of any changes in estimates accounted for
on a prospective basis. Management reviewed and modified the useful lives and depreciation methods of certain
items of property, plant and equipment in order to better reflect their use in time. These changes were applied
prospectively from January 1, 2011. Those modifications had no significant impact on the depreciation of property,
plant and equipment for the year ended December 31, 2011.

The following table summarizes the new depreciation methods, rates and period used:

Methods Rates and periods

Buildings Declining balance 4%
Leasehold improvements Straight-line Lease term
Furniture and equipment Declining balance 30%
Straight-line 10 years
Computer equipment Straight-line 3 to 8 years

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the
consolidated statement of earnings within marketing, general and administrative expenses.

Intangible assets
Software and non-competition agreements
Software and non-competition agreements acquired separately from a business acquisition are carried at cost less
accumulated amortization and accumulated impairment losses.

Intangible assets acquired in business acquisitions

Intangible assets acquired in business combinations consist of software, customer relationships and contract
backlogs. They are recognized separately from goodwill and are initially recognized at their fair value at the
acquisition date. They are carried at cost less accumulated amortization and accumulated impairment losses.

Amortization
Software, customer relationships, contract backlogs and non-competition agreements are considered intangible
assets with finite useful lives. Based on the strength, long history and expected future use, the trade name is an
indefinite-lived intangible asset.

The other intangible assets are amortized as follows:

Method Periods
Software Straight-line 3 to 7 years
2011 Customer relationships Straight-line 4, 10 and 14 years
ANNUAL
Contract backlogs Straight-line 18 to 36 months
REPORT
— Non-competition agreements Straight-line 3 to 5 years
PAGE
108
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Management reviewed and modified the useful lives and depreciation methods of software in order to better
reflect their use in time. These changes were applied prospectively from the fourth quarter of 2010. Those
modifications had no significant impact on the amortization expense of software for the years ended December 31,
2011, and 2010.

Impairment of long-lived assets

Long-lived assets that have a finite useful life are reviewed for impairment when events or circumstances indicate
that the carrying amount may not be recoverable. Indefinite-lived assets are not subject to amortization but
are tested for impairment on an annual basis, or more frequently if events or circumstances indicate that the
carrying value may not be recoverable. Impairment exists when the recoverable amount of an asset is less than
its carrying value. The recoverable amount is the higher of the asset’s fair value less cost to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units or “CGU”). The amount of impairment loss, if any, is the excess of the
carrying value over its recoverable amount. Assets other than goodwill that suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.

Goodwill
Goodwill represents the excess of the consideration transferred for the acquired businesses over the estimated
fair value at the acquisition date of net identifiable assets acquired. Goodwill is not subject to amortization and
is carried at cost less accumulated impairment loss but is tested for impairment on an annual basis or more
frequently if events or circumstances indicate that it might be impaired.

For the purpose of impairment testing, goodwill is allocated to each CGU expected to benefit from the synergies of
the combination. CGUs to which goodwill has been allocated are tested for impairment annually in December. If the
recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis
of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill cannot be reversed in
a subsequent period.

Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business. Trade payables are classified as current liabilities if payment is due within one year or less. Trade
payables are recognized initially at fair value and subsequently measured at amortized cost.

Provisions
Provisions represent liabilities of the Company for which the amount or timing is uncertain. Provisions are
recognized when the Company has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount can be reliably
estimated. Provisions are not recognized for future operating losses. Provisions are measured at the present
value of the expected expenditures to settle the obligation using a discount rate that reflects current market
assessments of the time value of money and the risks specific to the obligation. The increase in the provision due
to passage of time is recognized as an interest expense.

Notes payable and loan payable

Notes payable and loan payable are recognized initially at fair value, net of transaction costs incurred. Notes
payable and loan payable are subsequently stated at amortized cost with any difference between the proceeds
(net of transactions costs) and the redemption value recognized in the consolidated statement of earnings over
the term of the debt using the effective interest method. Interest on indebtedness is expensed as incurred unless
capitalized for qualifying assets in accordance with IAS 23, “Borrowing Costs.”

Notes payable and loan payable are classified as current liabilities unless the Company has an unconditional right
to defer settlement for at least 12 months after the end of the reporting period.
—
PAGE
109
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Employee benefits
The Company’s employees have entitlements under the Company’s defined contribution retirement savings plans.
The cost of these pension plans is accounted for as an expense as the contributions become payable.

Income taxes
Beginning on January 1, 2011, the tax expense is comprised of current and deferred income tax. Tax is
recognized in the consolidated statement of earnings except to the extent it relates to items recognized in other
comprehensive income or directly in equity.

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not
deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at
the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation. Provisions are established where
appropriate on the basis of amounts expected to be paid to the tax authorities.

Prior to January 1, 2011, the Fund accounted for deferred income taxes. The cumulative effect of the deferred
income taxes recognized and the income taxes recognized by operating subsidiaries subject to income taxes, was
based on existing temporary differences that were expected to reverse after January 1, 2011, when the specified
investment flow-through entities (“SIFT”) Rules take effect.

The Company follows the liability method when accounting for income taxes. Under this method, deferred income
tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary
differences between the financial statement values and the tax values of assets and liabilities. Deferred income
tax assets and liabilities are measured using enacted or substantively enacted income tax rates expected to be
in effect for the year in which the differences are expected to reverse. However, the deferred income tax is not
accounted for when arising from initial recognition of an asset or liability in a transaction other than a business
combination, that affects at the time of the transaction neither accounting nor taxable profit or loss.

Deferred tax liabilities are generally recognized for all taxable temporary differences and for taxable temporary
differences arising on investments in subsidiaries and joint ventures, except where the reversal of the temporary
difference can be controlled and it is probable that the difference will not reverse in the foreseeable future.
However, deferred tax is not recognized if it arises from the initial recognition of goodwill.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be used.

Deferred income tax assets and liabilities are presented as non-current.

Leases
Leases are classified as either operating or finance, based on the substance of the transaction at inception of
the lease. The Company leases certain office premises and equipment in which a significant portion of the risks
and rewards of ownership are retained by the lessor. These are classified as operating leases. Payments made
under these leases (net of any incentives received from the lessor) are charged to the consolidated statement of
earnings on a straight-line basis over the period of the lease.

Share capital/fund units

Issuance costs directly attributable to the issuance of shares/units are recognized as a deduction from equity net
of income tax effects.

Dividends and distributions

2011
Dividends on common shares or distributions on Fund’s units are recognized in the Company’s financial statements
ANNUAL in the period in which the dividends/distributions are declared.
REPORT
—
PAGE
110
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Earnings per share/unit

Basic earnings per share/unit are determined using the weighted average number of shares/units outstanding
during the year.

Diluted earnings per share/unit are determined using the weighted average number of shares/units outstanding
during the period, plus the effects of dilutive potential shares/units outstanding during the period. The calculation
of diluted earnings per share/unit is made using the treasury stock method.

Recent accounting pronouncements but not yet adopted

IFRS 9, “Financial Instruments,” was issued in November 2009 and is mandatory for accounting periods beginning
after January 1, 2015. This standard will replace IAS 39, “Financial Instruments: Recognition and Measurement.”
This standard presents two measurement categories: amortized cost and fair value. The standard specifies which
kind of financial instruments are measured at amortized cost or at fair value. Guidance on financial liabilities and
derecognition of financial instruments is also included. The Company does not anticipate that this change will have
a material impact on its results of operations or financial position.

In 2011, the IASB issued standards that will be effective starting January 1, 2013. Early adoption is permitted.

• IFRS 10, “Consolidated Financial Statements,” builds on existing principles by identifying the concept of control
as the determining factor in whether an entity should be included within the consolidated financial statements
of the parent company. The standard provides additional guidance to assist in the determination of control
where this is difficult to assess. This standard replaces SIC-12, “Consolidation – Special Purpose Entities” and
parts of IAS 27, “Consolidated and Separate Financial Statements.”

• IFRS 11, “Joint Arrangements,” provides for a more realistic reflection of joint arrangements by focusing on the
rights and obligations of the arrangement, rather than its legal form. The standard addresses inconsistencies
in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled
entities. This standard replaces IAS 31, “Interest in Joint Ventures” and SIC-13, “Jointly Controlled Entities –
Non-Monetary Contributions by Venturers.”

• IFRS 12, “Disclosure of Interests in Other Entities,” is a new and comprehensive standard on disclosure
requirements for all forms of interests in other entities, including joint arrangements, associates, special
purpose vehicles and other off balance sheet vehicles.

• IFRS 13, “Fair Value Measurement,” sets out a framework for fair value measurement and specifies disclosures
related to fair value measurement.

• IAS 19, “Employee Benefits,” has been amended to make significant changes to the recognition and
measurement of defined benefit pension expense and termination benefits and to enhance the disclosure
of all employee benefits. A number of amendments have been made to recognition, measurement and
classification including redefining short-term and other long-term benefits, guidance on the treatment of taxes
related to benefit plans, guidance on risk or cost sharing features, and expanded disclosures.

• In addition, there have been amendments to existing standards, including IAS 28, “Investment in Associates
and Joint Ventures.” This standard has been modified to include joint ventures in its scope and to address the
changes brought to other standards.

IAS 1, “Presentation of Financial Statements,” has been amended to require entities to separate items presented in
other comprehensive income into two groups, based on whether or not items may be recycled in the future. Entities
that choose to present other comprehensive income before tax will be required to show the amount of tax related
to the two groups separately. The amendment is effective for annual periods beginning on or after July 1, 2012.

The Company has not yet determined the impact of the adoption of these standards on its consolidated financial
—
statements. PAGE
111
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

3 — CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires Management to make estimates, and judgments about the future.

Estimates and judgments are continually evaluated and are based on historical trends and other factors, including
expectation of future events that are likely to materialize under reasonable circumstances. Accounting estimates
will, by definition, seldom equal the actual results. The following discussion sets forth Management’s:

• Most critical estimates and assumptions in determining the value of assets and liabilities; and
• Most critical judgments in applying accounting policies.

Critical accounting estimates and assumptions

Allowance for doubtful accounts
The Company must make an assessment of whether accounts receivable are recoverable from customers.
Accordingly, Management establishes an allowance for estimated losses arising from non-payment, taking into
consideration customer creditworthiness, current economic trends and past experience. If future collections differ
from estimates, future earnings would be adjusted accordingly.

As at December 31, 2011, the allowance was $5,319 ($7,341 as at December 31, 2010), of the gross trade
accounts receivable balance of $187,272 ($182,994 as at December 31, 2010). An increase to the reserve based
on 1.0% of accounts receivable would decrease earnings by approximately $1,873 for the year ended December
31, 2011 ($1,830 for 2010).

Furthermore, trade receivables from one government agency that represent a net amount of $13,331 are
outstanding for more than 180 days. In assessing the value of these accounts, Management has used different
assumptions about when those amounts will be collected and the percentage that can be recovered. Management
believes, taking into account all actions that are undertaken, that the net carrying amount can be recovered during
the next fiscal year. Further information can be found in note 28.

Other identifiable intangible assets and goodwill

Identifiable intangible assets and goodwill, excluding software and non-competition agreements, represented
$263,379 of total assets on the consolidated statement of financial position as at December 31, 2011
($254,387 as at December 31, 2010). These assets arise out of business combinations. The Company had a total
consideration transferred of $27,759 for the 2011 business acquisitions ($71,490 for 2010) (notes 4b) and d))
and applied the acquisition method of accounting to these transactions. In measuring the fair value of the assets
acquired and the liabilities assumed and estimating their useful lives, Management used significant estimates and
assumptions regarding cash flow projections, economic risk and weighted cost of capital.

These estimates and assumptions determine the amount allocated to other identifiable intangible assets and
goodwill, as well as the amortization period for identifiable intangible assets with finite lives. If results differ from
estimates, the Company will record an increase in amortization or impairment charges.

Cost and anticipated profits in excess of billings

The Company values its costs and anticipated profits in excess of billings based on the time and materials
charged into each project. The costs and anticipated profits in excess of billings for each project are reviewed on
a monthly basis to determine whether the amount is a true reflection of the amount that will be invoiced on the
project. Where the review determines that the value of costs and anticipated profits in excess of billings exceed
the amount that can be invoiced, adjustments are made to the costs and anticipated profits in excess of billings.
The valuation of the costs and anticipated profits in excess of billings involves estimates of the volume of work
required to complete the project. Errors in the estimation of work required to complete the projects could lead to
the undervaluation or overvaluation of costs and anticipated profits in excess of billings.
2011
ANNUAL
REPORT
—
PAGE
112
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

4 — BUSINESS ACQUISITIONS
The acquisitions have been accounted for using the acquisition method, and the operating results have been
included in the consolidated financial statements from the date of acquisition. If the initial accounting for a
business combination is incomplete by the end of the reporting period in which the combination occurs, the
Company will report provisional amounts for the items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect
new information obtained about facts and circumstances that existed at the acquisition date that, if known, would
have affected the amounts recognized at that date.

The measurement period is the period from the date of acquisition to the date the Company obtains complete
information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of
one year.

a) Acquisition of the non-controlling interest

As part of the reorganization that occurred on January 1, 2011, the Company acquired Old GENIVAR, the legal
entity holding a non-controlling interest in GENIVAR LP, a subsidiary of the Fund. The consideration transferred for
the acquisition of the non-controlling interest was adjusted for the fair value of the net liabilities assumed in Old
GENIVAR. As the transaction primarily reflects a transaction amongst equity holders, the difference between the
consideration transferred and the non-controlling interest (adjusted for the net liabilities assumed) was recorded
as an adjustment to equity.

$
Issuance of 7,908,294 common shares (note 18a)) 229,730
Less: Acquisition of the units held in GENIVAR LP (88,217)
Plus: Net liabilities assumed 33,297
Plus: Deferred income tax liabilities related to the acquisition of the non-controlling interest 4,324
Adjustment to equity 179,134

The acquisition of the non-controlling interest was made as part of the reorganization and conversion from an
income trust structure to a corporation (note 1). The common shares issued were valued at the closing price
on December 31, 2010, which was $30.43 per unit for a total amount of $240,648 less a discount of $10,918
relative to the lock-up agreements. The discount was calculated using the Black & Scholes model with a discount
rate of 4.3%, 6.1% or 8.7% depending on the lock-up periods.

The Company had to recognize the deferred income tax assets and liabilities related to the acquisition of its
non-controlling interest. On January 1, 2011, an amount of $4,324 was recognized as an increase of the deferred
income tax liabilities and as a decrease of the shareholder’s equity since this transaction is considered to be
amongst equity holders.

—
PAGE
113
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

b) Other acquisitions made by the Company in 2011

• On February 1, 2011, the Company acquired all the outstanding shares of Delcom Engineering Ltd. (“Delcom”),
a Prince Edward Island-based engineering consulting and land surveying firm. Through this acquisition, the
Company reinforces its approach of being a global player with a strong local presence in Atlantic Canada.

• On February 28, 2011, the Company acquired all the outstanding shares of Decibel Consultants Inc.
(“Decibel”), a Quebec-based engineering consulting firm specializing in architectural acoustics and industrial
environmental noise measurement and control, which are additional specializations to the Company’s range of
expertise.

• On May 28, 2011, a special purpose entity controlled by the Company acquired all the outstanding shares of
WHW Architects Incorporated (“WHW”), an Atlantic-based architectural consulting firm, which enables GENIVAR
to increase the array of services actually offered and accelerates the Company’s growth in Atlantic Canada.

• On July 1, 2011, the Company acquired all the outstanding shares of Groupe OptiVert inc. (“OptiVert”),
a Quebec-based engineering consulting firm specialized in forest management consulting services. This
acquisition adds to the Company’s current array of expertise in environment.

• On July 1, 2011, the Company acquired all the outstanding shares of JMH Environmental Solutions Ltd.
(“JMH”), an Alberta-based engineering consulting firm specialized in oil and gas environmental consulting. The
Company diversifies its environmental expertise through this acquisition.

• On July 15, 2011, the Company acquired all the outstanding shares of Dakins Engineering Group Ltd.
(“Dakins”), an Ontario-based engineering firm specialized in water and wastewater management, which allows
the Company to better serve the Municipal Infrastructure market segment, as well as leverage its expertise
into the Industrial and Energy market segment.

• On August 28, 2011, a special purpose entity controlled by the Company acquired all the outstanding
shares of Arcop Design Inc. (“Arcop”) while it established a strong alliance with Le Groupe Arcop S.E.N.C., a
Quebec‑based architectural consulting firm. This alliance allows the Company to offer integrated solutions for
its national and regional clients in the Building market segment.

• On October 2, 2011, the Company acquired all the outstanding shares of ISACtion Inc. (“ISAC”), a
Quebec‑based firm specialized in industrial automation integration. This acquisition should help the Company
to meet its clients’ growing needs in the aluminum and mining sectors.

• On October 2, 2011, the Company acquired an interest in a Quebec-based geomatics group and land
surveying firm (“Giroux”) by acquiring all the preferred shares and 49% of the common shares of Groupe
Giroux Inc. and Groupe Giroux arpenteurs-géomètres Inc. and all the shares of Giroux équipement d’arpentage
Inc. and Entreprise Normand Juneau Inc. This acquisition enables the Company to build a solid platform in
Quebec in these fields and reinforces GENIVAR’s range of client services.

• On December 1, 2011, a special purpose entity controlled by the Company acquired all the outstanding shares
of AE Consultants Ltd. (“AE Consultants”), a professional service firm in architecture and engineering based
in Newfoundland and Labrador. Through this acquisition, the Company is delivering its growth strategy of
expanding across Canada as the Company is now established in all ten Canadian provinces.

The final assessment of the fair values of the assets acquired and liabilities assumed of Delcom, Decibel, WHW,
OptiVert, JMH, Dakins, ISAC and Giroux is completed by Management, in certain cases with the assistance of an
independent valuator. The assessment of the fair values of the identifiable net assets acquired of Arcop and AE
Consultants is preliminary, but the Company does not anticipate any significant changes upon the finalization
of the evaluation. No individual acquisition were material, therefore the Company has chosen to present them
2011 aggregated.
ANNUAL
REPORT
—
PAGE
114
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

$
Assets acquired
Current assets 18,584
Property, plant and equipment 2,794
Intangible assets 4,078
25,456
Liabilities assumed
Current liabilities 14,363
Deferred income tax liabilities 1,270
15,633
Net identifiable assets acquired 9,823
Goodwill 17,936
Consideration 27,759
Plus (less):
Net cash acquired 931
Notes payable (6,590)
92,912 common shares issued* (2,007)
Net cash used for the acquisitions 20,093

* The shares issued were valued using the closing price at the acquisition dates, less issuance-related costs.

The contingent consideration arrangements require the Company to pay the former owners of the acquired
business considerations that are contingent on achieving a specified level of earnings in future periods. A total
amount of $2,400 was recorded at the acquisition date, which represents the fair value of the contingent
considerations. The potential undiscounted amount of all future payments that the Company could be required
to make under those arrangements are between $0 and $3,000. As of December 31, 2011, no amounts were
recognized in the statement of earnings for contingent consideration arrangement as the assumed probability was
not modified from the initial assumption.

Goodwill is attributable to the workforce of the acquired businesses and the significant synergies expected to arise
after the acquisition with the Company’s current market segments. None of the goodwill recognized is expected to
be deductible for income tax purposes.

The aggregated acquired businesses contributed revenues of $20,097 to the Company’s results, from the date
of their acquisitions to December 31, 2011. If the acquisitions had occurred on January 1, 2011, the Company
revenues for the year would have increased to $681,766. The Company integrates the operations and systems of
acquired businesses shortly after their acquisition date. Therefore, it is impracticable for the Company to disclose
the acquiree’s earnings since the acquisition date.

The receivables acquired (which principally comprise trade receivables) had a fair value and a gross contractual
amount of $13,279.

c) Finalization in 2011 of the assessment of the fair values

During the year 2011, the Company finalized the assessment of the fair values of the identifiable net assets
acquired, pertaining to the acquisitions of Beaubien Glover Maskell Engineering North Inc. (“BGME”), Bearden
Engineering Consultants Ltd. (“Bearden”), Terrain Group Inc. (“Terrain”), ANO Architects Inc. (“ANO”), Pryde Schropp
McComb Inc. (“PSMI”), Aquapraxis Inc. (“Aquapraxis”), Tundra Engineering Associates Ltd. (“Tundra”) and Hirschfield
Williams Timmins Ltd. (“HWT”), realized in 2010. The final assessment, completed by Management and, in certain
cases, with the assistance of an independent valuator, resulted in an increase in software of $84, a decrease in
—
PAGE
115
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

deferred income tax liabilities of $355, a decrease in customer relationships of $1,023 and a decrease in contract
backlogs of $349. As a result of these changes, goodwill increased by $933. The 2010 comparative figures
have been adjusted to reflect these changes. The decrease in amortization expense on intangible assets from
the acquisition date to December 31, 2010, was not significant. Therefore, no adjustments were made to the
amortization expense.

d) Acquisitions made by the Fund in 2010

• On February 1, 2010, the Fund acquired all the assets and liabilities of V.B. Cook Co. (“Cook”), an Ontario-
based multidisciplinary consulting engineering firm. Cook’s expertise complements GENIVAR’s strength
addressing client needs in green energy projects and enables the Company to expand its presence in Ontario.

• On March 1, 2010, the Fund acquired all the assets and liabilities of Thompson Rosemount Group
(“Thompson”), an Ontario-based multidisciplinary consulting engineering firm. Thompson’s acquisition expands
the Company’s client base, particularly in the Municipal Infrastructure, Transportation and Industrial sectors
and brings a large project portfolio in the healthcare, educational and institutional sectors in Ontario.

• On April 30, 2010, the Fund acquired all the outstanding shares of BGME, an Alberta-based building
engineering consulting firm. This acquisition enables the Company to expand its building design and
engineering services in Alberta, more precisely in electrical engineering.

• On April 30, 2010, the Fund acquired all the outstanding shares of Bearden, an Alberta-based building
engineering consulting firm. This acquisition enables the Company to expand its building design and
engineering services in Alberta, more precisely in structural engineering and architectural design services.

• On June 1, 2010, the Fund acquired all the outstanding shares of Terrain, an Atlantic Canada-based municipal
infrastructure, planning, land surveying, transportation and environmental engineering consulting firm. Through
this acquisition, the Company establishes an important foothold in Atlantic Canada with Terrain’s strong local
presence and enhances its expertise and client base.

• On June 10, 2010, the Fund acquired all the outstanding shares of ANO, an Ontario-based architectural
consulting firm. This acquisition accelerates the expansion in Northern Ontario and allows GENIVAR’s clientele
to benefit from the Company’s one-step approach to engineering combined with architectural services.

• On September 2, 2010, the Fund acquired all the outstanding shares of PSMI, an Ontario-based firm
specializing in engineering, project management, planning and software solutions for the aviation industry.
PSMI allows the Company to be positioned as a strategic partner for the aviation sector clients.

• On November 1, 2010, the Fund acquired all the outstanding shares of Aquapraxis, a Quebec-based
engineering firm specializing in urban hydrology, urban networks and water resource management, which
allows the Company to reinforce its consulting services.

• On December 1, 2010, the Fund acquired all the outstanding shares of Tundra, an Alberta-based
infrastructure engineering firm. Tundra positions the Company in the oil and gas industry in terms of delivering
upstream infrastructure projects for natural gas and oil facilities.

• On December 4, 2010, the Fund acquired all the outstanding shares of HWT, a British Columbia-based full
service mechanical engineering firm specialized in building systems. This acquisition completes GENIVAR’s
building engineering services on Vancouver Island.

In 2010, the final assessment of the fair values of the identifiable net assets acquired of Cook and Thompson were
completed by Management with the assistance of an independent valuator. The assessment of the fair values of
BGME, Bearden, Terrain, ANO, PSMI, Aquapraxis, Tundra and HWT were preliminary and have been finalized in 2011
2011 (note 4c)). No individual acquisition were material, therefore the Company has chosen to present them aggregated.
ANNUAL
REPORT
—
PAGE
116
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

$
Assets acquired
Current assets 34,395
Property, plant and equipment 4,433
Intangible assets 16,317
55,145
Liabilities assumed
Current liabilities 15,919
Deferred income tax liabilities 3,107
19,026
Net identifiable assets acquired 36,119
Goodwill 35,371
Consideration 71,490
Less:
Net cash acquired (533)
Notes payable (19,325)
Net cash used for the acquisitions 51,632

The contingent consideration arrangements require the Company to pay the former owners of the acquired
business considerations that are contingent on achieving a specified level of earnings in future periods. An amount
of $2,311 was recorded at the acquisition date that represents the fair value. The potential undiscounted amount
of all future payments that the Company could be required to make under those arrangements is between $0 and
$2,500. As of December 31, 2011, no adjustments were recognized in the statement of earnings for contingent
consideration arrangement as the assumed probability was not modified.

Goodwill was attributable to the workforce of the acquired businesses and the significant synergies expected to
arise after the Fund’s acquisition. Goodwill amounting to $8,640 was deductible for income tax purposes.

The aggregated acquired businesses contributed revenues of $56,253 to the Fund’s results, from the date of their
acquisitions to December 31, 2010. If the acquisitions had occurred on January 1, 2010, the Fund revenues would
have been $630,045. The Company integrates the operations and systems of acquired businesses shortly after
their acquisition date. Therefore, it is impracticable for the Company to disclose the acquiree’s earnings since the
acquisition date.

The receivables acquired (which principally comprised trade receivables) had a fair value and a gross contractual
amount of $29,178.

e) Finalization in 2010 of assessment of the fair values

During the year 2010, the Fund finalized the assessment of the fair values of the identifiable net assets acquired
pertaining to the acquisitions in 2009 of ENAQ, Algal & Associates, Jagger Hims, WM.R. Walker Engineering,
Magnate Engineering & Associates, Magnate Communications Corp., Progemes Consultants, Gilles Taché &
Associés and Harp Engineering and Design. The final assessments, completed by Management with the assistance
of an independent valuator, resulted in revisions of previously reported amounts such as a decrease in customer
relationships of $2,111, an increase in contract backlogs of $94, an increase in deferred income tax liabilities of
$66, an increase in liabilities of $16 and a decrease of retained earnings of $113. These adjustments have been
accounted for retroactively as at the acquisition date. As a result of these changes, goodwill increased by $1,986.
The 2010 opening balance and comparative figures have been adjusted to reflect these changes.

—
PAGE
117
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

5 — JOINT VENTURES
The Company holds interests in jointly controlled operations. The lists below present the most significant ones.

2011
Name Interest
SM Gespro inc. 50%
Consortium SNC-LAVALIN / CIMA+ / GENIVAR 33%
GENIVAR / WASKA 80%
Groupement SLG 43%
Consortium GENIVAR / CIMA+ / DESSAU 33%
Consortium GENIVAR / DESSAU / ROCHE 40%
Consortium GENIVAR / AECOM TECSULT 55%
Consortium SM / DESSAU-SOPRIN / GENIVAR 33%
Consortium GENIVAR / CIMA+ / DESSAU-SOPRIN 33%
Consortium SNC-LAVALIN / GENIVAR 50%
Consortium SNC-LAVALIN / CIMA+ / GENIVAR 33%
Consortium BPR-GENIVAR 50%

2010
Name Interest
SM Gespro inc. 50%
Consortium BPR-GENIVAR 50%
Consortium SNC-LAVALIN / CIMA+ / GENIVAR 33%
Consortium GENIVAR / CIMA+ / DESSAU 33%
Consortium GENIVAR / DESSAU / ROCHE 40%
Consortium GENIVAR / SÉGUIN 50%
GENIVAR / WASKA 50%
Consortium SNC-LAVALIN / CIMA+ / GENIVAR 33%
Groupement SLG 43%
Consortium SNC-LAVALIN / GENIVAR 50%
Consortium CIMA+ / GENIVAR / DESSEAU-SOPRIN 33%

All significant jointly controlled operations operate in Canada and provide engineering services.

2011
ANNUAL
REPORT
—
PAGE
118
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

The following is a summary of the Company’s proportionate share in the assets, liabilities, revenues, costs, and
cash flows of the jointly controlled operations, included in the consolidated financial statements:

2011 2010
$ $
Statements of earnings
Revenues 62,119 60,378
Costs 40,924 36,869
Gross margin 21,195 23,509
Statements of cash flows
Cash flows generated from operating activities 21,174 21,683

December 31, December 31, January 1,

2011 2010 2010
$ $ $
Current assets
Cash 7,452 8,070 5,936
Accounts receivable 19,823 16,107 15,318
Costs and anticipated profits in excess of billings 7,899 8,420 6,158
Total assets 35,174 32,597 27,412
Current liabilities
Accounts payable and accrued liabilities 11,593 8,682 6,832
Billings in excess of costs and anticipated profits 3,415 3,152 3,777
Total liabilities 15,008 11,834 10,609

There are no contingent liabilities relating to the Company’s interest in jointly controlled operations, and no
contingent liabilities of the venture itself.

The Company also has a 50% interest in a jointly controlled entity, which is accounted for using the equity method
(note 8).

6 — CASH AND CASH EQUIVALENTS

December 31, December 31, January 1,
2011 2010 2010
$ $ $
Cash
Cash at banks and on hand 144,031 26,961 41,887
Cash equivalents
Short-term deposits - - 10,000
Cash and cash equivalents 144,031 26,961 51,887

—
PAGE
119
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

As at December 31, 2011, the Company has set aside in a bank account an amount of $2,500 as a security for the
payment and performance of its guarantor’s obligations for a jointly controlled entity (note 8).

On December 21, 2011, the Company has notified its lenders of its intention to repay the bank advances at
their maturity date, which is January 13, 2012. Out of the cash at banks, an amount of $50,000 was restricted for
this purpose.

7 — ACCOUNTS RECEIVABLE
December 31, December 31, January 1,
2011 2010 2010
$ $ $
Trade receivables 187,272 182,994 142,977
Allowance for doubtful accounts (5,319) (7,341) (6,393)
Net trade receivables* 181,953 175,653 136,584
Other receivables* 7,322 3,070 3,095
Advances to companies controlled by Old GENIVAR - 166 145
Advances to Old GENIVAR - 13,444 3,454
189,275 192,333 143,278

* Net trade receivables and other receivables include holdbacks amounting to $3,879 ($4,384 as at December 31, 2010, and $3,847 as at January 1, 2010).

The aging of gross trade receivables at each reporting date was as follows:

December 31, December 31, January 1,

2011 2010 2010
$ $ $
Past due 0-30 days 77,768 80,767 58,949
Past due 31-60 days 32,326 35,125 24,401
Past due 61-90 days 16,684 17,323 12,039
Past due 91-180 days 20,103 14,787 18,983
Past due over 180 days* 40,391 34,992 28,605
Balance – End of year 187,272 182,994 142,977

* The trade receivables past due for more than 180 days included accounts from one government agency that represents an amount of $16,310 as at
December 31, 2011, of $16,736 as at December 31, 2010 and of $9,622 as at January 1, 2010 (note 28). This age group also includes accounts that were
acquired as part of business acquisitions for which purchase adjustment clauses were signed.

2011
ANNUAL
REPORT
—
PAGE
120
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Allowance for doubtful accounts

The changes in the allowance for doubtful accounts were as follows:

2011 2010
$ $
Balance – Beginning of year 7,341 6,393
Adjustments of allowance (2,091) 2,026
Write-offs (38) (870)
Exchange differences 107 (208)
Balance – End of year 5,319 7,341

The Company is exposed to credit risk with respect to its accounts receivable and maintains provisions for potential
credit losses. Potential for such losses is mitigated because customer creditworthiness is evaluated before credit is
extended and there is no significant exposure to a single customer, except for the information disclosed in note 28.

8 — INVESTMENTS

December 31,
2011
$
Windmill Green Fund II LP (“Windmill”)* 1,850
Available for sale investments** 329
2,179

* Windmill is a jointly controlled entity in which the Company holds a 50% interest. The entity was created to build and manage an office building.
** The fair value of the quoted equity shares is determined by reference to the bid price in an active market.

Investments were acquired on January 1, 2011, as part of the acquisition of the non-controlling interest (note 4a)).
Furthermore, in 2011, the Company made additional investments in Windmill and also invested in other securities.

The Company has granted security interest for the credit facilities made available to Windmill for the construction
of the office building. Its liability is limited to a maximum amount of $4,026.

—
PAGE
121
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

9 — PROPERTY, PLANT AND EQUIPMENT

Land and Leasehold Furniture and Computer

buildings improvements equipment equipment Total
$ $ $ $ $
Balance as at January 1, 2010
Cost 10,618 6,186 12,175 11,079 40,058
Accumulated depreciation (936) (1,900) (3,866) (2,801) (9,503)
Net value 9,682 4,286 8,309 8,278 30,555
Additions 123 522 2,018 3,429 6,092
Additions through business acquisitions (note 4d)) 786 992 1,599 1,056 4,433
Disposals - - (156) (56) (212)
Depreciation for the year (350) (1,101) (2,101) (2,760) (6,312)
Exchange differences - (4) (22) (8) (34)
559 409 1,338 1,661 3,967
Balance as at December 31, 2010 10,241 4,695 9,647 9,939 34,522
Balance as at December 31, 2010
Cost 11,527 7,626 15,489 15,349 49,991
Accumulated depreciation (1,286) (2,931) (5,842) (5,410) (15,469)
Net value 10,241 4,695 9,647 9,939 34,522
Additions 68 741 3,034 4,760 8,603
Additions through business acquisitions (note 4) 1,547 499 1,861 433 4,340
Disposals (20) - (147) (8) (175)
Depreciation for the year (385) (1,202) (2,739) (3,645) (7,971)
Exchange differences - - 2 - 2
1,210 38 2,011 1,540 4,799
Balance as at December 31, 2011 11,451 4,733 11,658 11,479 39,321
Balance as at December 31, 2011
Cost 13,122 8,799 19,711 20,512 62,144
Accumulated depreciation (1,671) (4,066) (8,053) (9,033) (22,823)
Net value 11,451 4,733 11,658 11,479 39,321

2011
ANNUAL
REPORT
—
PAGE
122
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

10 — INTANGIBLE ASSETS

Non-
Contracts Customer competition Trade
Software backlogs Relationship agreements name Total
$ $ $ $ $ $
Balance as at January 1, 2010
Cost 13,570 8,899 78,791 4,978 4,600 110,838
Accumulated amortization (5,247) (6,650) (16,080) (3,165) - (31,142)
Net value 8,323 2,249 62,711 1,813 4,600 79,696
Additions 5,807 - - 765 - 6,572
Additions through business acquisitions (note 4d)) 731 6,134 9,452 - - 16,317
Disposals (111) - - - - (111)
Amortization for the year (3,342) (3,888) (8,566) (1,063) - (16,859)
Exchange differences - (4) (50) - - (54)
3,085 2,242 836 (298) - 5,865
Balance as at December 31, 2010 11,408 4,491 63,547 1,515 4,600 85,561
Balance as at December 31, 2010
Cost 19,830 6,185 88,182 3,183 4,600 121,980
Accumulated amortization (8,422) (1,694) (24,635) (1,668) - (36,419)
Net value 11,408 4,491 63,547 1,515 4,600 85,561
Additions 3,367 - - 258 - 3,625
Additions through business acquisitions (note 4b)) 140 989 2,949 - - 4,078
Amortization for the year (3,566) (3,112) (9,818) (815) - (17,311)
Exchange differences 1 - 17 - - 18
(58) (2,123) (6,852) (557) - (9,590)
Balance as at December 31, 2011 11,350 2,368 56,695 958 4,600 75,971
Balance as at December 31, 2011
Cost 23,135 4,646 91,160 2,664 4,600 126,205
Accumulated amortization (11,785) (2,278) (34,465) (1,706) - (50,234)
Net value 11,350 2,368 56,695 958 4,600 75,971

The carrying amount of intangible assets assessed as having an indefinite useful life, which consists of the trade
name, is $4,600 as at December 31, 2011, and 2010, and as at January 1, 2010.

During the year, the Company acquired intangible assets amounting to $7,703 ($22,889 in 2010), all of which are
subject to amortization.

—
PAGE
123
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

11 — GOODWILL
2011 2010
$ $
Balance – Beginning of year 181,749 146,446
Goodwill resulting from business acquisitions (note 4b) and d)) 17,936 35,371
Exchange differences 31 (68)
Balance – End of year 199,716 181,749

As at December 31, 2011, goodwill amounting to $39,386 ($39,386 as at December 31, 2010, and $30,727 as at
January 1, 2010) is deductible for income tax purposes.

Impairment test of goodwill

The Company performed its annual impairment test for goodwill in December 2011 and 2010 in accordance with
its policy described in note 2. The recoverable value of each CGU exceeded their carrying values. As a result, no
goodwill impairment was recorded.

Valuation technique
Fair value less costs to sell
The recoverable value of each CGU was based on fair value less costs to sell. The following methodology and
assumptions were applied to determine the fair value less costs to sell for all CGUs.

The fair value less costs to sell is calculated using the last twelve-month adjusted EBITDA realized by the CGU.
For the purpose of the impairment test, the EBITDA is defined as earnings before financial expenses, taxes,
depreciation and amortization. The adjusted EBITDA is based on the EBITDA realized by the CGU, adjusted to
include the participation of the current year acquisitions as if these acquisitions had occurred on January 1 and
adjusted for the non-recurring or representative items. The Company considered past experience, economic trends
as well as industry and market trends in assessing if the level of EBITDA can be maintained in the future. Costs to
sell are calculated based on 1% to 2% of the total fair value so determined, which is in line with the transaction
costs incurred in past acquisitions.

With regard to the assessment of the fair value less costs to sell, Management believes that no reasonably
possible change in any of the key assumptions would cause the carrying value of a CGU to materially exceed its
recoverable amount.

Goodwill amounting to $199,716 ($181,749 as at December 31, 2010, and $146,446 as at January 1, 2010)
and trade name amounting to $4,600 are allocated to the Company’s CGUs identified according to its operating
segments. The carrying value of goodwill and trade name for CGU are identified in the table below:

December 31, December 31, January 1,

2011 2010 2010
$ $ $
Cash generating unit
Quebec 112,932 105,935 105,715
Ontario 50,351 48,685 35,514
Alberta 14,538 14,429 4,892
Atlantic 11,599 10,108 -
Others 14,896 7,192 4,925
Total of goodwill and trade name 204,316 186,349 151,046
2011
ANNUAL
REPORT
—
PAGE
124
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

12 — CREDIT FACILITIES
The Company has credit facilities with a syndication of financial institutions totalling $225,000 ($225,000 in
2010). The credit facilities are available for future business acquisitions, working capital, general corporate
purposes and payments of dividends to shareholders.

Under the credit facilities, the Company may issue irrevocable letters of credit up to $20,000, decreasing such
available credit facilities.

The credit facilities have a three-year term and mature in November 2013. The term can be extended each year
for an additional one-year period subject to the approval of the lenders. The Company has the right to increase the
maximum principal amount available by up to $50,000 at any time after the approval of the lenders.

The credit facilities are secured by a first ranking hypothec over the universality of the movable assets of the
Company. The credit facilities bear interest at Canadian prime rate, US-based rate and LIBOR plus an applicable
margin up to 1.75% that will vary depending on the type of advances and the Company’s ratios, as defined in the
agreement. The Company shall pay a commitment fee on the available credit facilities.

Under these credit facilities, the Company is required, among other conditions, to respect certain covenants on a
consolidated basis. The main covenants are in regard to its funded debt to consolidated EBITDA, the fixed charge
coverage and the consolidated funded debt to capitalization ratios. Management reviews compliance with these
covenants on a quarterly basis in conjunction with filing requirements under its credit facilities. All covenants have
been met as at December 31, 2011 and 2010.

As at December 31, 2011, the Company has available credit facilities coming from acquisitions amounting to
$3,075 ($1,335 in 2010). These credit lines were unused at year-end.

The Company issued, in the normal course of business, irrevocable letters of credit totalling $41 as at December
31, 2011 ($1,509 in 2010) for its own commitments, thus decreasing such available credit facilities.

13 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

December 31, December 31, January 1,

2011 2010 2010
$ $ $
Trade payables 40,248 34,259 25,511
Employee benefits payable 43,330 33,114 27,437
Accrued expenses 18,611 18,568 14,916
Provisions for claims 2,277 2,123 1,540
104,466 88,064 69,404

The following table presents the movement in provisions for claims for the years ended December 31, 2011, and
2010.

2011 2010
$ $
Balance – Beginning of year 2,123 1,540
Additional provision 1,524 1,794
Paid or otherwise settled * (1,370) (1,211)
Balance – End of year 2,277 2,123

* Out of this amount, the Company received a reimbursement of $860 ($643 in 2010) by it's insurance company. —
PAGE
125
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

14 — LOAN PAYABLE
The loan bears interest at 2.60% (3.06% in 2010) and is payable in monthly instalments, capital and interest,
of $41 ($42 in 2010). This loan is renewable in September of each year and is secured by a building. As at
December 31, 2011, the carrying amount was $5,356 ($5,698 as at December 31, 2010, and $6,000 as at
January 1, 2010).

15 — NOTES PAYABLE
December 31, December 31, January 1,
2011 2010 2010
$ $ $
Payable to the vendor in instalments, bearing interest at 5% 1,855 1,855 2,652
Payable to the vendors
Without interest 5,867 4,624 651
Fixed rate varying from 3% to 5% 2,420 8,381 2,765
Prime rate* 1,238 - 1,000
11,380 14,860 7,068
Less: Current portion 8,380 11,622 5,300
3,000 3,238 1,768

* The prime rate was 3.00% as at December 31, 2011, and 2010, and 2.25% as at January 1, 2010.

The annual capital instalments on notes payable over the next two years amount to $8,380 in 2012 and $3,000
in 2013.

16 — BALANCES PAYABLE TO FORMER SHAREHOLDERS

Balances payable to former shareholders are payable in annual instalments or in advance at the Company’s option
and bear interest at prime rate.

December 31,
2011
$
Balances payable to former shareholders* 7,557
Less: Current portion 5,124
2,433

* The Company assumed these liabilities as part of the acquisition of the non-controlling interest on January 1, 2011.

The annual instalments on balances payable to former shareholders over the next two years amount to $5,124 in
2012 and $2,433 in 2013.

2011
ANNUAL
REPORT
—
PAGE
126
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

17 — FINANCIAL LIABILITY RELATED TO LP UNITS

Prior to the reorganization, Old GENIVAR owned Exchangeable Class B and Class C Units (“Exchangeable LP Units”)
in the Fund’s subsidiary, GENIVAR LP.

The financial liability related to LP Units represented the fair value of the non-controlling interest when the LP
Units were exchangeable for units of the Fund, which was before May 27, 2010.

EXCHANGEABLE LP UNITS
Number $
Balance as at January 1, 2010 9,060,387 245,083
Unrealized gain arising from changes in fair value of the financial liability* - (9,513)
Classification of the LP Units as a non-controlling interest on May 27, 2010 (note 19) (9,060,387) (235,570)
Balance as at December 31, 2010, and December 31, 2011 - -

* The unrealized changes in fair value from January 1, 2010, to May 27, 2010, represented a gain of $9,513 in the consolidated statement of earnings.

The Exchangeable LP Units were economically equivalent to Class A LP Units held by the Trust. The Exchangeable
LP Units could be exchanged for Fund units, which were redeemable for cash consideration at the holder’s request.
Therefore, the Exchangeable LP Units were classified as a financial liability in the consolidated financial statements
and presented at fair value.

On May 27, 2010, Old GENIVAR renounced its right to exchange its Exchangeable LP Units for units of the Fund.
Accordingly, the financial liability was derecognized and was thereafter presented as a non-controlling interest in
the Fund’s consolidated financial statements, which is classified as a component of equity (note 19).

18 — SHARE CAPITAL AND FUND UNITS

a) Share capital
Authorized
An unlimited number of common shares without par value, voting and participating.

An unlimited number of preferred shares without par value, participating, issuable in series.

Issued and paid

Number of
common shares $
Balance as at January 1, 2010, and December 31, 2010 - -
Fund units exchanged for common shares pursuant to the plan of arrangement (note 1) 18,103,589 275,767
Changes in tax status (note 23) - (721)
Common shares issued for the acquisition of the non-controlling interest (note 4a)) 7,908,294 229,730
Adjustment to equity (note 4a)) - (179,134)
Common shares issued in business acquisitions (note 4b)) 92,912 2,007
Common shares issued* 33,121 860
Common shares issued related to an equity private placement** 6,500,000 155,813
Balance as at December 31, 2011 32,637,916 484,322

* During the year ended December 31, 2011, the Company issued a total of 33,121 shares for proceeds of $880 less issuance-related costs.
** On December 21, 2011, the Company completed an equity private placement with two Canadian institutional investors. The Company issued 6,500,000
common shares at a price of $24.57 per share for aggregate gross proceeds of $159,705. Issuance-related costs of $5,302 and deferred income tax assets
of $1,410 are both accounted against the gross proceeds.

—
PAGE
127
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

b) Fund units
Until January 1, 2011, an unlimited number of units and an unlimited number of Special Voting Units may have
been issued pursuant to the Fund’s Declaration of Trust.

Units
Each unit was transferable and represented an equal, undivided right to an interest in any distributions from
the Fund, whether of net earnings, net realized capital gains (other than net realized capital gains distributed
to redeeming unitholders) or other amounts, and in the net assets of the Fund in the event of termination or
winding‑up of the Fund. All units were of the same class with equal rights and privileges. Units were redeemable at
the holder’s request at any time for an amount related to the quoted market price, cash redemptions being limited
to $50 per month.

No redemption occurred on January 1, 2011, and in the year 2010.

Issued and paid

Number of units $
Balance as at January 1, 2010 and December 31, 2010 18,103,589 275,767
Fund units exchanged for common shares* (18,103,589) (275,767)
Balance as at December 31, 2011 - -

* On January 1, 2011, the Company exchanged 18,103,589 Fund units with a net book value of $275,767 for 18,103,589 common shares of the Company
as a result of the plan of arrangement (note 1).

Special Voting Units

Until January 1, 2011, the Special Voting Units were not entitled to any right nor interest in any distribution from
the Fund whether of net earnings, net realized capital gains or other amounts, or in the net assets of the Fund in
the event of a termination or winding-up of the Fund.

The Special Voting Units were issued in series and were only issued in connection with or in relation to the
Exchangeable LP Units or other securities that were, directly or indirectly, exchangeable for units, in each case for
the sole purpose of providing voting rights at the Fund level to the holders of such securities. Special Voting Units
were issued in conjunction with, and were not transferable separately from, the Exchangeable LP Units (or other
exchangeable securities) to which they relate. Conversely, the Special Voting Units were automatically transferred
upon a transfer of the associated Exchangeable LP Units. Each Special Voting Unit entitled the holder thereof to a
number of votes at any meeting of Voting Unitholders equal to the number of units which were obtained upon
the exchange of the Exchangeable LP Units (or other exchangeable securities) to which the Special Voting Unit
were related.

Upon the exchange of the Exchangeable LP Units (or other exchangeable securities) for units, the Special Voting
Units attached to such securities were immediately cancelled without any further action of the Fund Trustees or
the former holder of such Special Voting Units, and the former holder of such Special Voting Units ceased to have
rights with respect thereto.

Until January 1, 2011, one Special Voting Unit was outstanding for each Exchangeable Unit issued by GENIVAR LP.
As at December 31, 2011, no Special Voting Units were outstanding (9,060,387 as at December 31, 2010, and
January 1, 2010).

2011
ANNUAL
REPORT
—
PAGE
128
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

19 — NON-CONTROLLING INTEREST
Exchangeable LP Units Common shares Total
Number $ Number $ Number $
Balance as at January 1, 2010 - - - - - -
Recognition of a non-controlling interest* 9,060,387 89,397 - - 9,060,387 89,397
Share in earnings attributable to the non-
controlling interest for the year - 11,731 - - - 11,731
Distributions - (12,911) - - - (12,911)
Balance as at December 31, 2010 9,060,387 88,217 - - 9,060,387 88,217
Acquisition of the non-controlling interest
by the Company (notes 1 and 4a)) (9,060,387) (88,217) - - (9,060,387) (88,217)
Investment by a non-controlling interest in
GENIVAR France - - 1,500 85 1,500 85
Share of comprehensive income
attributable to the non-controlling
interest for the year - - - 10 - 10
Balance as at December 31, 2011 - - 1,500 95 1,500 95

* The characteristics of the Exchangeable LP Units are described in note 17. On May 27, 2010, the financial liability was derecognized and was thereafter
presented as a non-controlling interest following the renouncement to its right, by Old GENIVAR, to exchange Exchangeable LP Units. The non-controlling
interest was valued at its share (33.35%) of the net book value of GENIVAR LP on a consolidated basis which amounted to $89,397 as at May 27, 2010.

On January 1, 2011, the Company completed a plan of arrangement providing for the reorganization of the Fund’s
income trust structure into a corporation. Following the reorganization, the Company acquired the non-controlling
interest of the Fund. The shares of Old GENIVAR were exchanged for common shares of the Company. The
Company became the owner of Old GENIVAR and of its LP Units after the completion of the plan of arrangement
resulting in the elimination of the non-controlling interest in the statement of financial position.

In 2011, the Company invested a 70% interest in GENIVAR France. The remaining 30% is presented as a
non‑controlling interest.

20 — CAPITAL MANAGEMENT
The Company’s objectives when managing capital structure are:

• to maintain financial flexibility in order to meet financial obligations and to continue the growth through
business acquisitions;
• to control the Company’s activities in order to provide dividend to the shareholders; and
• to maintain an adequate return for shareholders.

The Company has defined its capital as the combination of loan payable, bank advances, non-controlling interest
and shareholders’/unitholders’ equity, net of cash and cash equivalents. The non-recourse debts are excluded.

2011 2010
$ $
Loan payable 5,356 5,698
Bank advances 50,000 54,334
Shareholders’/Unitholders’ equity 501,277 284,136
Non-controlling interest 95 88,217
556,728 432,385
Less: Cash and cash equivalents (144,031) (26,961)
412,697 405,424 —
PAGE
129
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

The Company’s financing strategy is defined to maintain a flexible structure consistent with the objectives
stated above, to respond adequately to changes in economic conditions and to allow growth through business
acquisitions.

In order to adjust its capital structure, the Company may issue new shares in the market, contract bank advances
and negotiate new credit facilities. In December 2011, the Company issued new common shares in an equity
private placement. The gross proceed will be used to reimburse its bank advances at their maturity in January
2012 and to maintain its growth strategy by business acquisitions. In November 2010, the Company negotiated
and closed new credit facilities increasing its financial capacity.

The Company monitors its capital structure using the consolidated funded debt to consolidated EBITDA ratio. This
ratio is used to determine what would be the maximum debt level. The consolidated funded debt is a non-IFRS
measure which includes loan payable, notes payable and balances payable to former shareholders, including their
current portions, bank advances less cash and short-term deposit. The consolidated EBITDA is a non-IFRS measure
defined as earnings before financial expenses, taxes, depreciation and amortization.

The Company revised its objectives and strategy following the conversion into a corporation.

As a fund prior to January 1, 2011, the Company, whose objectives were to distribute its taxable income to the
unitholders and to use any excess of income to manage growth, was monitoring capital using the adjusted payout
ratio, which is a non-IFRS measure. Adjusted payout ratio was defined as aggregate cash distributions divided
by adjusted distributable cash. The adjusted distributable cash was defined as standardized distributable cash
adjusted for entity-specific adjustment items that Management believes were appropriate for the determination
of levels of distributions. The standardized distributable cash was defined as cash flows from operating activities,
including the effects of changes in non-cash working capital items and any operating cash flows provided
from or used in discontinued operations, less total capital expenditures and restrictions on distributions arising
from compliance with financial covenants and limitations arising from the existence of a minority interest in a
subsidiary. For the year ended December 31, 2010, the adjusted distributable cash and the adjusted payout ratio
amounted respectively to $72,342 and 77.0%.

The Company is not subject to any external requirements arising from regulatory or similar authorities.

21 — EXPENSES BY NATURE

2011 2010
$ $
Employee benefits 371,852 321,004
Subcontracting and direct costs 122,883 110,932
Rent 20,757 17,501
Insurance 5,765 4,716
Others 42,017 41,441
Total of costs and marketing, general and administrative
expenses 563,274 495,594

The employee benefits include the Company’s participation in a defined contribution retirement savings
plans. Pursuant to these plans, the Company pays a contribution equivalent to the employee contribution up
to a maximum varying from 3% to 5% of the employee’s salary. An employee acquires the whole employer
contributions after two years of continuous service or if he loses his job due to a layoff resulting from a lack
of work. The Company’s portion of the contributions, net of repayments received following the departure of
2011 employees having non-vested contributions, amounts to $6,567 and $5,438 respectively for the years ended
ANNUAL
REPORT
December 31, 2011 and 2010.
—
PAGE
130
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

22 — NET INTEREST EXPENSE

2011 2010
$ $
Interest on bank advances 1,780 451
Interest on notes payable and on balances payable to former
shareholders 826 335
Other interest and bank charges 1,800 697
Interest income (95) (146)
4,311 1,337

23 — INCOME TAXES
The components of income tax expenses (recovery) for 2011 and 2010 were as follows:

2011 2010
$ $
Current tax
Current tax on earnings for the year 20,523 1,649
Deferred tax
Origination and reversal of temporary differences (3,398) 10,079
Impact of change in tax status (7,180) -
Total deferred tax (10,578) 10,079
Total income tax expenses 9,945 11,728

Following the change in the tax status of the Company on January 1, 2011, the deferred income tax assets and
liabilities have been recalculated. The adjustments are included in the statement of earnings for the year, except
for the adjustments related to transactions that were previously accounted for in equity. As a result, equity
decreased by $721 and a deferred income tax recovery of $7,180 was recognized in the consolidated statement
of earnings. An adjustment related to the acquisition of the non-controlling interest (note 4a)) of $4,324 was also
recognized in the equity.

Deferred income tax assets related to the issuance-related costs of the equity private placement amounting to
$1,410 were recognized in equity.

—
PAGE
131
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

The reconciliation of the difference between the income tax expenses using the domestic statutory tax rate and the
effective tax rate is as follows:

2011 2010
$ $
Earnings before income tax expenses 60,001 62,678
Earnings not subject to income taxes - (60,826)
60,001 1,852
Combined Canadian federal and provincial statutory tax rate 28.07% 29.99%
Income taxes based on statutory income tax rates 16,842 555
Implementation of the SIFT Rules - 10,174
Non-deductible expenses 1,029 535
Foreign tax rate differences 129 474
Effect of change in tax rates (612) (2)
Change in tax status (7,180) -
Other (263) (8)
9,945 11,728

The weighted average applicable tax rate was 28.07% compared to 29.99% in 2010. The decrease is the
result of a change in the federal and provincial tax rates and in the Company allocation of taxable income between
provinces.

As at December 31, 2011, and 2010, the significant components of deferred income tax assets and liabilities were
as follows:

2011
Charged
(credited) to Charged
As at statement of directly to Business As at
January 1 earnings equity acquisitions December 31
$ $ $ $ $
Deferred income tax assets
Deductible provisions upon settlement 557 (216) 164 - 505
Non-capital losses - 561 - - 561
Deferred issuance-related costs 1,758 (1,118) 1,266 - 1,906
2,315 (773) 1,430 - 2,972
Deferred income tax liabilities
Costs and anticipated profits in excess
of billings (10,147) 5,857 (2,945) (100) (7,335)
Holdbacks (1,069) 714 (315) - (670)
Property, plant and equipment, intangible
assets and goodwill (7,651) 4,780 (1,805) (1,461) (6,137)
(18,867) 11,351 (5,065) (1,561) (14,142)
Total (16,552) 10,578 (3,635) (1,561) (11,170)

2011
ANNUAL
REPORT
—
PAGE
132
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

2010
Charged
Charged (credited)
(credited) to to other
As at statement of comprehensive Business As at
January 1 earnings income acquisitions December 31
$ $ $ $ $
Deferred income tax assets
Deductible provisions upon settlement 23 534 - - 557
Deferred issuance-related costs 1 687 71 - - 1 758
1 710 605 - - 2 315
Deferred income tax liabilities
Costs and anticipated profits in excess
of billings (112) (9 859) - (176) (10 147)
Holdbacks (102) (967) - - (1 069)
Property, plant and equipment, intangible
assets and goodwill (4 854) 142 (8) (2 931) (7 651)
(5 068) (10 684) (8) (3 107) (18 867)
Total (3 358) (10 079) (8) (3 107) (16 552)

2011 2010
$ $
Deferred income tax assets
To be recovered after more than 12 months 1,714 990
To be recovered within 12 months 1,258 1,325
2,972 2,315
Deferred income tax liabilities
To be paid after more than 12 months (4,452) (5,511)
To be paid within 12 months (9,690) (13,356)
(14,142) (18,867)
Deferred income tax liabilities (net) (11,170) (16,552)

Deferred income tax liabilities of $440 ($433 in 2010) have not been recognized for taxes relating to investments
in a foreign subsidiary as the Company does not expect this temporary difference to reverse in the foreseeable
future. This temporary difference amounted to $4,400 as at December 31, 2011, and $4,334 as at
December 31, 2010.

—
PAGE
133
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

24 — EARNINGS PER SHARE OR UNIT

The following table reconciles the basic net earnings to the diluted weighted average net earnings:

2011 2010
$ $
Basic net earnings 50,056 50,950
Unrealized gain from changes in fair value of financial liability - (9,513)
Distributions on the financial liability - 5,663
Others - 2,111
Diluted weighted average net earnings 50,056 49,211

The following table reconciles the basic weighted average number of shares/units outstanding to the diluted
weighted average number of shares/units outstanding:

2011 2010
$ $
Weighted average number of:
Units outstanding – basic - 18,103,589
Shares outstanding – basic 26,233,234 -
Weighted average of Exchangeable GENIVAR LP Units* - 3,648,978
Diluted weighted average number of shares/units
outstanding 26,233,234 21,752,567

* Beginning May 27, 2010, the Exchangeable LP Units had no dilution effect on the calculation of the net earnings per unit since the non-controlling
unitholder renounced to its right to exchange its LP Units for units of the Fund. The non-controlling interest amount was included in the diluted net earnings
calculation on a pro rata basis during the first five months of the year 2010, at which time the LP Units were exchangeable. The exchangeable LP Units were
also included in the diluted number of units outstanding calculation on a pro rata basis for the same period.

25 — DIVIDENDS AND DISTRIBUTIONS

The Company aims to declare and pay cash dividends on a quarterly basis to shareholders. The total amount of
dividends declared by the Company for the year ended December 31, 2011, was $41,536 or $1.50 per share.

Before 2011, the Fund was committed to distributing to its unitholders all or virtually all of its taxable income and
taxable capital gains. The Fund made distributions on a monthly basis to its unitholders. For the year 2010, the
distributions declared to the unitholders amounted to $50,023 and on the financial liability to $5,663 for a total of
$55,686 or $2.05 per unit.

2011
ANNUAL
REPORT
—
PAGE
134
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

26 — STATEMENTS OF CASH FLOWS

Change in non-cash working capital items
2011 2010
$ $
Decrease (increase) in:
Accounts receivable 4,761 (9,909)
Costs and anticipated profits in excess of billings (2,783) (8,046)
Prepaid expenses 3,241 (3,222)
Increase (decrease) in:
Accounts payable and accrued liabilities 4,139 7,051
Billings in excess of costs and anticipated profits (4,565) (3,868)
4,793 (17,994)

27 — RELATED PARTY TRANSACTIONS

a) Business acquisitions
In 2010, the Fund entered into transactions with Old GENIVAR, the non-controlling unitholder, in connection
with certain business acquisitions. Until March 2010, Old GENIVAR acquired all the outstanding shares of an
acquired company and sold the net assets of the acquired company to GENIVAR LP or one of its subsidiaries.
The consideration transferred for GENIVAR LP or one of its subsidiaries was identical to the shares’ consideration
transferred by Old GENIVAR, taking into account certain assets or liabilities that were not or could not be
transferred, which price has been concluded with unrelated parties. During the year 2010, the Fund acquired Cook
and Thompson for a total consideration of $21,766 (note 4d)) using this strategy.

As at December 31, 2010, accounts receivable included advances to the non-controlling unitholder of $13,444
($3,454 as at January 1, 2010), bearing interest at prime rate, and distributions payable to unitholders included an
amount of $6,115 payable to the non-controlling unitholder.

b) Other transactions
As part of the Plan of Arrangement, key management and employees that were shareholders of Old GENIVAR
received common shares of GENIVAR in exchange of their shares. As at December 31, 2011, the promissory notes
of $3,000, assumed in this transaction, were payable to current shareholders of the Company.

—
PAGE
135
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

c) Controlled entities

Country of incorporation Interest

2011 2010
Subsidiaries
7247923 Canada Inc. Canada 100% * -
AdeB Consultants Ltd. (AdeB) Trinidad & Tobago 100% *** 66.65%
Arcop Design Inc. Canada 100% -
Design Collaborative & Associates Ltd. (DCAL) Trinidad & Tobago 100% *** 66.65%
Entreprise Normand Juneau Inc. Canada 100% -
GENIVAR Construction Nord Inc. Canada 100% -
GENIVAR Consultants Limited Partnership Canada - ** 66.65%
GENIVAR France France 70% -
GENIVAR GP Inc. Canada - ** 100%
GENIVAR Limited Partnership Canada - ** 66.65%
GENIVAR Ontario Inc. Canada - ** 66.65%
GENIVAR Operating Trust Canada - ** 100%
GENIVAR Trinidad & Tobago (GENIVAR TT) Trinidad & Tobago 100% *** 66.65%
GENIVAR Wind USA Inc. USA 100% *** 66.65%
Giroux équipement d’arpentage Inc. Canada 100% -
Groupe Giroux Inc. Canada 49% **** -
Groupe Giroux arpenteurs-géomètres Inc. Canada 49% **** -
Magnate Communication Corp. Canada 100% *** 66.65%
Special purpose entities
AE Consultants Ltd. Canada - -
Le Groupe Arcop S.E.N.C. Canada - -
PBK Architects Inc. Canada - -
WHW Architects Incorporated Canada - -

* On January 1, 2011, this entity was acquired through the acquisition of the non-controlling interest (note 4a)).
** On January 1, 2011, these entities were liquidated or amalgamated during the reorganization of the Fund’s income trust structure (note 1).
*** The change in interests results from the acquisition of the non-controlling interest (note 4a)) and the reorganization that occurred on January 1, 2011
(note 1).
**** These subsidiaries are consolidated since an agreement provides the Company with the power to govern the financial policies of those entities, so as to
obtain benefits from their activities.

d) Key management compensation

Key management includes the members of the Board, the President and Chief Executive Officer, the Chief Financial
Officer and the members of the National Committee. The compensation paid or payable to key management is
shown below:
2011 2010
$ $
Short-term employee benefits 5,297 5,468
Post-employment benefits 97 93

2011
5,394 5,561
ANNUAL
REPORT
—
PAGE
136
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

28 — FINANCIAL INSTRUMENTS
Fair value
Cash and cash equivalents, accounts receivable, costs and anticipated profits in excess of billings, accounts payable
and accrued liabilities, dividends/distributions payable, promissory notes, loan payable, notes payable, balances
payable to former shareholders, and bank advances are financial instruments whose fair values approximate their
carrying values due to their short-term maturity, variable interest rates or current market rates for instruments
with fixed rates.

The fair value hierarchy under which the Company’s financial instruments are valued is as follows:

• Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2 includes inputs other than quoted prices included in Level 1 that are observable for the assets or
liability, either directly or indirectly.
• Level 3 includes inputs for the assets or liability that are not based on observable market data.

As at December 31, 2011, the fair value of the investments available for sale is valued under level 1. These are
the only assets measured at fair value.

Financial risk management

The Company is exposed to credit risk, foreign exchange risk, interest rate risk and liquidity risk. The following
analyses provide a measurement of those risks as at December 31, 2011 and 2010.

Credit risk
Credit risk is the risk that a counterparty will not meet its obligation under a financial instrument or customer
contract, leading to a financial loss.

Financial instruments which potentially subject the Company to significant credit risk consist principally of cash
and cash equivalents, accounts receivable, and costs and anticipated profits in excess of billings. The Company’s
maximum amount of credit risk exposure is limited to the carrying amount of these financial instruments, which is
$401,679 as at December 31, 2011, $280,595 as at December 31, 2010, and $246,457 as at January 1, 2010.

The Company’s cash and cash equivalents are held with or issued by high-credit quality financial institutions.
Therefore, the Company considers the risk of non-performance on these instruments to be remote.

The Company’s credit risk is principally attributable to its trade receivables. The amounts presented in the balance
sheet are net of an allowance for doubtful accounts, estimated by the Company’s Management and based, in
part, on the age of the specific receivable balance and the current and expected collection trends. Generally, the
Company does not require collateral or other security from customers for trade accounts receivable; however,
credit is extended following an evaluation of creditworthiness. In addition, the Company performs ongoing credit
reviews of all its customers and establishes an allowance for doubtful accounts when the likelihood of collecting
the account has significantly diminished. The Company believes that the credit risk of accounts receivable is
limited. During the year ended December 31, 2011, and 2010, bad debts accounted for were not significant.

The Company mitigates its credit risk by providing services to diverse clients in various industries and sectors of
the economy.

—
PAGE
137
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Specific credit risk

As at December 31, 2011, the Company has accounts receivable from a government agency of Trinidad and
Tobago which have remained unpaid for over 24 months. The payments were delayed by a change of government
in the country and the removal of the agency’s board of directors. On May 24, 2010, a new government was
elected and on January 26, 2011, a new board of directors was nominated. Furthermore, a new CEO and a new
CFO were hired mid-year and are working, under the supervision of the board, to resolve the payments due to
GENIVAR and to other service providers in the country. Discussions with the agency are ongoing. Some payments
were received throughout the year 2011, as the agency progressed in its work and received funding from the
government. To date, the agency has not refuted any amounts claimed by the Company.

Some of these receivables were acquired as part of a business combination for which a purchase adjustment
agreement exists with the seller. Accordingly, the exposure to financial loss non-recoverable is partially offset by a
note payable to the seller in the event that some of the receivables are not collected.

The gross contractual amount associated with those receivables is $16,310 as at December 31, 2011 ($16,736
in 2010). The carrying value amount to $13,331, net of an allowance of $2,979 ($11,255, net of an allowance of
$5,481 in 2010). Therefore, Management believes that the maximum exposure to financial loss in relation to this
client is $9,972 ($7,799 in 2010), taking into account the receivables of $3,359 that are covered by a purchase
adjustment agreement. Management intends to take every necessary action to collect these accounts in the
next year.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates.

The Company is exposed to currency risks due to its operating activities as transactions with customers outside
Canada are predominantly denominated in US dollars, TT dollars and Euros and to its net asset in foreign
operations. These risks are partially offset by purchases and operating expenses incurred in these currencies.
As at December 31, 2011 and 2010, the balances denominated in foreign currencies are as follows:

FOREIGN CURRENCIES CONVERTED INTO CAN$

2011 2010
$ $
Current assets 35,264 42,806
Current liabilities 13,057 16,181

Investments made in self-sustaining foreign operations are not hedged against foreign currency fluctuations. The
exchange gains or losses on the net equity investment of these operations are reflected in the accumulated other
comprehensive income (loss) account in shareholders’ equity, as part of the currency translation adjustment.

Taking into account the amounts denominated in foreign currencies and presuming that all of the other variables
remain unchanged, a fluctuation in exchange rates would have an impact on the Company’s net earnings.
Management believes that a 10% change (10% in 2010) in exchange rates would be reasonably possible and that
the impact on net earnings would be approximately $1,891 ($2,641 in 2010).

Interest rate risk

The interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest
rates relates primarily to its bank advances and the balances payable to former shareholders with floating interest
2011 rates. This risk is partially offset by cash held at variable rates.
ANNUAL
REPORT
—
PAGE
138
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

A fluctuation in interest rates would have an impact on the Company’s net earnings. Management believes that a
0.5% change in interest rate would be possible and that the impact on net earnings, with all other variables held
constant, would be approximately $296 ($70 in 2010).

Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in meeting its obligations as they fall due.

A centralized treasury function ensures that the Company maintains funding flexibility by assessing future cash
flow expectations and by maintaining sufficient headroom on its committed borrowing facilities. Borrowing limits,
cash restrictions and compliance with debt covenants are also taken into account.

The Company watches for liquidity risks arising from financial instruments on an ongoing basis. Management
monitors the liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining
sufficient headroom on its undrawn committed borrowing facilities at all times. GENIVAR has access to committed
lines of credit with banks.

The tables below present the contractual maturities of financial liabilities as at December 31, 2011 and 2010. The
amounts disclosed are contractual undiscounted cash flows.

2011
Carrying Contractual Less than Between 1 and More than
amount cash flows a year 2 years 2 years
$ $ $ $ $
Accounts payable and accrued liabilities 104,466 104,466 104,466 - -
Dividends payable to shareholders 12,239 12,239 12,239 - -
Promissory notes 3,000 3,038 3,038 - -
Loan payable 5,356 5,458 5,458 - -
Notes payable, including current portion 11,380 12,393 8,757 3,636 -
Balances payable to former shareholders,
including current portion 7,557 7,858 5,351 2,507 -
Bank advances* 50,000 50,000 50,000 - -
193,998 195,452 189,309 6,143 -

* On December 31, 2011, the Company has notified its lenders of its intention to repay the bank advances in January 2012.

2010
Carrying Contractual Less than Between 1 and More than
amount cash flows a year 2 years 2 years
$ $ $ $ $
Accounts payable and accrued liabilities 88,064 88,064 88,064 - -
Distributions payable to unitholders 18,334 18,334 18,334 - -
Loan payable 5,698 5,867 5,867 - -
Notes payable, including current portion 14,860 15,349 11,868 3,481 -
Bank advances 54,334 58,952 - - 58,952
181,290 186,566 124,133 3,481 58,952

As at December 31, 2011, the Company had unused credit facilities of $174,959 ($169,157 in 2010), net of
outstanding letters of credit of $41 ($1,509 in 2010), and cash and cash equivalents of $144,031 ($26,961 in
2010).
—
PAGE
139
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

29 — COMMITMENTS AND CONTINGENCIES

Leases
The Company leases various office premises and equipment under non-cancellable operating lease agreements.
The lease terms vary from five to ten years, and the majority of lease agreements are renewable at the end of the
lease period for an additional period varying from five to ten years at market rate. The Company does not have an
option to purchase the equipment at the expiry of the lease periods.

The lease expenditure included in the statement of earnings amounts to $20,757 for the year ended December 31,
2011 ($17,501 for the year ended December 31, 2010).

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

2011 2010
$ $
No later than 1 year 21,145 20,940
Later than 1 year and no later than 5 years 53,014 56,559
Later than 5 years 22,438 25,779
96,597 103,278

Contingencies
The Company is currently facing legal proceedings for work carried out in the normal course of its business.
Management is still gathering information to assess the situation properly; however, the outcome cannot be
predicted with certainty. The Company takes out a professional liability insurance policy in order to manage
the risks related to such proceedings. Based on advice and information provided by its legal advisors and on its
experience in the settlement of similar proceedings, Management believes that the Company has accounted
for sufficient provisions in that regard and that the final settlement should not exceed the insurance coverage
significantly or should not have a material effect on the financial position or operating results of the Company.

30 — SEGMENT INFORMATION
(a) Major customers
As at December 31, 2011 and 2010, no customers represented more than 10% of the Company’s consolidated
revenues.

(b) Segmented information

The Company considers the basis on which it is organized, including geographic areas and service offering, in
identifying its reportable segments. The Company is organized and analyzes financial information by geographic
areas for all types of services except for the architecture services, which are analyzed separately. Accordingly,
the Company defines its segments as the following: Atlantic Canada, Quebec, Ontario, Alberta, Western Canada,
International and Architecture.

The operating segments provide the same nature of services and serve similar clients in similar industries. Each of
them provides its clients with the same complete range of specialized services, viewed as convergent disciplines by
the Company’s Management. The segments present similar long-term financial performance and the same long-
term economic conditions and characteristics. The Company’s Management aggregates its operating segments into
one reporting segment.

2011
ANNUAL
REPORT
—
PAGE
140
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

(c) Geographic information

The following revenues have been allocated to geographic regions based on the country in which the majority of
the projects have been realized.

2011 2010
$ $
Canada 623,755 560,155
Trinidad and Tobago 7,745 10,548
Other 20,385 9,728
651,885 580,431

Property, plant and equipment, intangible assets and goodwill are mainly associated with activities in Canada.

31 — Transition to IFRS
The Company’s financial statements for the year ended December 31, 2011, are the first annual financial
statements that comply with IFRS, and are prepared as described in note 2, including the application of IFRS 1.
IFRS 1 requires an entity to adopt IFRS in its first annual financial statements prepared under IFRS by making an
explicit and unreserved statement in these financial statements of compliance with IFRS.

IFRS 1 also requires that comparative financial information be provided. As a result, the first date at which the
Company has applied IFRS was January 1, 2010 (the “transition date”). IFRS 1 requires first-time adopters to
retrospectively apply all effective IFRS standards as of the reporting date, which for the Company is December 31,
2011. However, it also provides for certain optional exemptions and certain mandatory exceptions for first-time
IFRS adopters.

Initial elections upon adoption

Set forth below are the IFRS 1 applicable exemptions and exceptions applied by the Company in the conversion
from Canadian GAAP to IFRS.

IFRS Exemption Options

1. Business combinations – IFRS 1 provides the option to apply IFRS 3, “Business Combinations,” retrospectively
or prospectively from the transition date. The retrospective basis would require restatement of all business
combinations that occurred prior to the transition date. The Company elected not to retrospectively apply IFRS 3
to business combinations that occurred prior to its transition Date and such business combinations have not been
restated.

2. Fair value or revaluation as deemed cost – IFRS 1 allows an entity transitioning to IFRS to initially measure
an item of property, plant and equipment at fair value as deemed cost at the date of the transition. The Company
has elected to use the fair value as deemed cost for some of its equipment.

3. Currency translation differences – Retrospective application of IFRS would require the Company to determine
cumulative currency translation differences in accordance with IAS 21, “The Effects of Changes in Foreign Exchange
Rates,” from the date a subsidiary or associate was formed or acquired. IFRS 1 allows cumulative translation gains
and losses to be reset to zero at transition date with reclassification of the previous amount made to retained
earnings. The Company elected to apply this exemption after determining the functional currency of GENIVAR
Trinidad and Tobago and its subsidiaries to be Trinidad and Tobago dollars, which differ from the presentation
currency.

—
PAGE
141
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

IFRS Mandatory Exceptions

Set forth below are the applicable mandatory exceptions in IFRS 1 applied by the Company in the conversion from
Canadian GAAP to IFRS.

1. Estimates – Hindsight is not used to create or revise estimates. The estimates previously made by the
Company under Canadian GAAP were not revised for application of IFRS except where necessary to reflect any
difference in accounting policies.

2. Assets and liabilities of subsidiaries and associates – In accordance with IFRS 1, if a parent company
adopts IFRS subsequent to its subsidiary or associate adopting IFRS, the assets and the liabilities of the subsidiary
or associate are to be included in the consolidated financial statements at the same carrying amounts as in the
financial statements of the subsidiary or associate. Three of the Company’s subsidiaries adopted IFRS in 2005.

Reconciliations of Canadian GAAP to IFRS

IFRS 1 requires an entity to reconcile equity, comprehensive income and cash flows from prior periods. The
Company’s first time adoption of IFRS did not have a material impact on the total operating, investing or
financing cash flows. The significant impacts on the presentation of the statement of cash flows are disclosed in
a summarized table and in the related changes in accounting policies. The following represents the reconciliations
from Canadian GAAP to IFRS for the respective periods noted for equity, earnings and comprehensive income and
financial positions:

Reconciliation of equity

December 31, January 1,

Notes 2010 2010
$ $
Equity as reported under Canadian GAAP 271,121 277,394
IFRS adjustments increase (decrease):
Business combinations 1 (1,116) (113)
Deferred income taxes 2 (8,263) (3,034)
Non-controlling interest
Classification as a financial liability 3 (113,979) (137,131)
Extinction of the conversion right on May 27, 2010 3 235,570 -
Reversal of step-by-step acquisitions 3 3,446 916
Distribution declared on LP Units (note 19) 3 (12,911) -
Currency translation adjustments 4 (684) (527)
Property, plant and equipment 5 (831) (1,356)
Equity as reported under IFRS 372,353 136,149

2011
ANNUAL
REPORT
—
PAGE
142
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Reconciliation of earnings and comprehensive income

Year ended
Notes December 31, 2010
$
Comprehensive income
As reported under Canadian GAAP 30,839
Increase (decrease) in net earnings for:
Business combinations
Contingent considerations 1 (352)
Acquisition-related costs 1 (1,090)
Assessment of the fair values 1 439
Deferred income taxes 2 (5,229)
Non-controlling interest
Elimination of the non-controlling interest 3 19,302
Unrealized gain arising from changes in fair value of financial
liability related to LP Units 3 9,513
Distribution on financial liability related to LP Units 3 (5,663)
Reversal of step-by-step acquisitions 3 2,530
Currency translation adjustment 4 136
Property, plant and equipment 5 525
20,111
Decrease in other comprehensive loss for:
Currency translation adjustment 4 (293)
As reported under IFRS 50,657
Comprehensive income attributable to:
Shareholders/unitholders 38,926
Non-controlling interest 11,731
50,657

—
PAGE
143
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Reconciliation of statements of financial position

January 1, 2010
Notes Cdn GAAP Adj IFRS
$ $ $

ASSETS
Current assets
Cash and cash equivalents 51,887 - 51,887
Accounts receivable 4 143,256 22 143,278
Costs and anticipated profits in excess of billings 51,292 - 51,292
Prepaid expenses 4,710 - 4,710
251,145 22 251,167
Non-current assets
Property, plant and equipment 1-3-4-5 33,029 (2,474) 30,555
Intangible assets 1-3-4 100,167 (20,471) 79,696
Goodwill 1-3-4 148,756 (2,310) 146,446
Total assets 533,097 (25,233) 507,864
LIABILITIES AND EQUITY
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 4 69,388 16 69,404
Income taxes payable 347 - 347
Billings in excess of costs and anticipated profits 24,836 - 24,836
Deferred income tax liabilities 2 389 (389) -
Distributions payable on financial liability 3 - 5,210 5,210
Distributions payable to unitholders 3 15,619 (5,210) 10,409
Loan payable 6 - 6,000 6,000
Current portion of notes payable 5,300 - 5,300
Current portion of long-term debt 6 330 (330) -
116,209 5,297 121,506
Non-current liabilities
Notes payable 1,768 - 1,768
Long-term debt 6 5,670 (5,670) -
Deferred income tax liabilities 2 3,695 (337) 3,358
Financial liability related to LP Units 3 - 245,083 245,083
Non-controlling interest 3 128,361 (128,361) -
Total liabilities 255,703 116,012 371,715
EQUITY
Equity attributable to unitholders
Fund units 2 275,065 702 275,767
Retained earnings (deficit) 1-2-3-4-5 2,329 (141,947) (139,618)
Total equity 277,394 (141,245) 136,149
Total liabilities and equity 533,097 (25,233) 507,864
2011
ANNUAL
REPORT
—
PAGE
144
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

December 31, 2010

Notes Cdn GAAP Adj IFRS
$ $ $

ASSETS
Current assets
Cash and cash equivalents 26,961 - 26,961
Accounts receivable 192,333 - 192,333
Income taxes receivable 836 - 836
Costs and anticipated profits in excess of billings 61,301 - 61,301
Prepaid expenses 1 8,926 (362) 8,564
290,357 (362) 289,995
Non-current assets
Property, plant and equipment 1-3-4-5 36,210 (1,688) 34,522
Intangible assets 1-3-4 106,506 (20,945) 85,561
Goodwill 1-3-4 180,900 849 181,749
Total assets 613,973 (22,146) 591,827
LIABILITIES AND EQUITY
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 1-4 87,660 404 88,064
Income taxes payable 536 - 536
Billings in excess of costs and anticipated profits 21,096 - 21,096
Deferred income tax liabilities 2 5,794 (5,794) -
Distributions payable to unitholders 18,334 - 18,334
Loan payable 6 - 5,698 5,698
Current portion of notes payable 11,622 - 11,622
Current portion of long-term debt 6 336 (336) -
Non-currrent liabilities 145,378 (28) 145,350
Notes payable 1 1,577 1,661 3,238
Long-term debt 6 5,362 (5,362) -
Bank advances 54,334 - 54,334
Deferred income tax liabilities 2 7,112 9,440 16,552
Non-controlling interest 3 129,089 (129,089) -
Total liabilities 342,852 (123,378) 219,474
EQUITY
Equity attributable to unitholders
Fund units 2 275,065 702 275,767
Accumulated other comprehensive loss 4 - (293) (293)
Retained earnings (deficit) 1-2-3-4-5 (3,944) 12,606 8,662
271,121 13,015 284,136
Non-controlling interest 3 - 88,217 88,217
Total equity 271,121 101,232 372,353
Total liabilities and equity 613,973 (22,146) 591,827

—
PAGE
145
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Summary of significant differences in the statement of cash flows

December 31, 2010
Notes Cdn GAAP Adj IFRS
$ $ $
Cash flows generated from operations activities
Net earnings for the year 30,839 20,111 50,950
Adjustments for:
Depreciation and amortization 1-3-4-5 26,746 (3,575) 23,171
Deferred income taxes 2 4,850 (4 850) -
Income tax expenses - 11,728 11,728
Income taxes paid - (3,580) (3,580)
Net interest expense 7 - 1,337 1,337
Non-controlling interest
Elimination of the non-controlling interest 3 19,302 (19,302) -
Unrealized gain arising from changes in fair value of financial
liability related to LP units 3 - (9,513) (9,513)
Distribution on financial liability related to LP units 3 - 5,663 5,663
81,737 (1,981) 79,756

Change in non-cash working capital items (20,638) 2,644 (17,994)

Net cash and cash equivalent generated from operating activities 61,099 663 61,762

Changes in accounting policies

In addition to the exemptions and exceptions discussed above, the following narratives explain the significant
differences between the previous historical Canadian GAAP accounting policies and the current IFRS accounting
policies applied by the Company. Only the differences having a significant impact on the Company are described
below. The following is not a complete list of all of the differences between Canadian GAAP and IFRS. Unless a
quantitative impact was noted below, the impact from the change was not material to the Company.

1. Business combinations
As stated in the section entitled “IFRS Exemption Options,” the Company applied the exemption in IFRS 1 for
business combinations. Consequently, business combinations concluded prior to January 1, 2010, have not been
restated under IFRS 1, except for the retroactive application at the acquisition date of the finalization of the
assessment of the fair values of the identifiable net assets acquired for the acquisitions realized in 2009 and
finalized in 2010.

The following IFRS adjustments are relating to acquisitions occurring on or after January 1, 2010.

Acquisition-related costs
Under Canadian GAAP, transaction costs in business acquisitions are included as part of the consideration
transferred of the acquisition. Under IFRS, these costs are expensed when incurred. This adjustment decreased the
goodwill by $728, and the prepaid expenses by $362 as at December 31, 2010. It increased marketing, general
and administrative expenses by $1,090 for the year ended December 31, 2010.

2011
ANNUAL
REPORT
—
PAGE
146
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Contingent considerations
Under IFRS, contingent considerations are recognized as part of the consideration transferred. The considerations
are valued at fair value on the acquisition date and each subsequent period with changes recorded in the
statement of earnings. If contingent considerations are conditional to continuing employment, they are treated as
benefits to employees and accounted for as an expense in accordance with the term of the obligation. Canadian
GAAP generally requires that considerations be recorded in goodwill when the contingency is resolved.

IFRS 3 also gives specific criteria to assess if a contingent consideration is part of the exchange for the acquiree
or a separate transaction. The Company has recorded contingent considerations that led to an increase by
$1,661 in goodwill and notes payable as at December 31, 2010. Certain contingent considerations were accounted
for as separate transactions from the business combinations and led to an increase in marketing, general and
administrative expenses and in accounts payable of $352 for the year ended December 31, 2010.

Assessment of the fair values

Adjustments to the initial assessment of the fair values of the identifiable net assets acquired are recognized
retrospectively from the acquisition date. As a result, adjustments to depreciation and amortization are
retrospectively recorded to reflect the final estimates. Under Canadian GAAP, initial purchase price allocations are
subsequently adjusted through goodwill prospectively, as changes in estimates.

Adjustments made as a result of the completion in 2010 of preliminary assessment of the fair values for the 2009
acquisitions result in a decrease in intangible assets by $2,114 as at January 1, 2010, and $113 as at December
31, 2010. Goodwill has increased by $2,083 as at January 1, 2010.

Finalizations of the assessment of the fair values of the 2010 acquisitions were applied retrospectively at the
date of the acquisition. As a result, intangible assets decreased by $5,446 as at December 31, 2010. Goodwill
increased by $3,727 for the same period. Property, plant and equipment increased by $270 and deferred income
tax liabilities decreased by $799 as at December 31, 2010.

The amortization expense has also been recalculated to reflect these adjustments and was reduced by $439 for
the year ended December 31, 2010.

2. Income taxes
Tax rate on deferred income tax assets and liabilities
In 2010, under an income trust structure, the Fund benefited from a special tax treatment whereby it could deduct
the unitholders’ distributions in order to avoid tax and calculate all temporary differences using the tax rate that
applies to specified investment flow-through entities. Under IFRS, deferred income tax assets and liabilities should
be measured using the tax rates of undistributed profits which are higher than the rate used under Canadian GAAP.
On January 1, 2010, the difference in the tax rate used to calculate deferred income tax assets and liabilities
generated an increase of $1,027 in deferred income tax liabilities, a decrease of $1,729 of retained earnings and
an increase of $702 in the Fund units.

Tax basis
Under Canadian GAAP, the tax basis of an asset is the amount that is deductible from taxable income if the asset
was to be recovered for its carrying amount. When the amount related to an asset that will be deductible in
determining future taxable income depends on whether the asset is used or sold, the tax basis of the asset is the
greater of those amounts. Under IFRS, the tax basis of an asset or liability depends on Management’s expectations
of the manner in which the asset or liability will be recovered or settled. Differences in the calculation of tax basis
increased the deferred income tax liabilities by $1,634 and decreased the retained earnings by the same amount
on January 1, 2010.

The impacts of other differences between the standards and of various IFRS adjustments, without taking into
account the reclassification of the non-controlling interest, resulted in an increase of $45 of deferred income tax
liabilities, as at January 1, 2010.
—
PAGE
147
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Cumulative impacts on 2010

As a result of the differences presented above, the deferred income tax liabilities and the deferred income tax
expenses have increased by $5,229 for the year ended December 31, 2010. This last effect is mainly attributable
to the difference in the tax rate used for the calculation of the deferred income tax liabilities on short-term items
that occurred in the fourth quarter ended December 31, 2010.

Tax reclassification
Under IFRS, it is not appropriate to classify deferred income tax balances as current, irrespective of the
classification of the assets or liabilities to which the deferred income tax relates or of the expected timing of
reversal. Under Canadian GAAP, deferred income tax relating to current assets or liabilities must be classified as
current. Accordingly, current deferred income taxes reported under Canadian GAAP of $389 as at January 1, 2010,
and of $5,794 as at December 31, 2010, have been reclassified as non-current under IFRS.

3. Financial instruments
Under IFRS, a financial instrument that gives the holder the right to put the instrument back to the issuer for cash
should be classified as a financial liability, unless certain criteria are met to allow for its classification as equity.

On January 1, 2010, GENIVAR LP Units held by Old GENIVAR, which were classified as non-controlling interest
under Canadian GAAP and which were exchangeable for units of the Fund, were classified as a financial liability.
The modification was applied retroactively.

The non controlling interest was presented as a financial liability and carried at a fair value of $245,083 as at
January 1, 2010. This value was reviewed each subsequent reporting period and adjusted through the consolidated
statements of earnings until the financial liability was derecognized on May 27, 2010. The revaluation led to the
recognition of an unrealized gain of $9,513 for the year ended December 31, 2010, reflecting the changes in fair
value.

Under IFRS, distributions to Old GENIVAR are classified as financial expenses from January 1, 2010, to May 27,
2010, therefore an increase in expenses of $5,663 was recognized in the consolidated statements of earnings for
the year ended December 31, 2010. On January 1, 2010, the distributions payable to Old GENIVAR amounted to
$5,210 and were reclassified as distributions payable on financial liability.

The presentation of cash flows generated from operating activities was impacted by the reclassification of the
non-controlling interest since the unrealized gain of $9,513 and the financial expenses of $5,663 affected the
net earnings. These items are now presented as adjustments in the calculation of the cash flows generated from
operating activities before change in non-cash working capital items.

On May 27, 2010, the shareholders of Old GENIVAR adopted the plan of arrangement to convert to a publicly-
traded corporation. Following this adoption, the GENIVAR LP Units held by Old GENIVAR were no longer
exchangeable for units of the Fund. Hence, the financial liability was thus extinguished. From that date, the Fund
has recognized the non-controlling interest as a separate item in the equity section. The non-controlling interest
was recorded at its share (33.35%) of the net book value of GENIVAR LP. The difference between the net book
value and the redemption amount was applied to retained earnings.

All transactions with Old GENIVAR were reviewed in accordance with the nature of the financial liability.
Consequently, property, plant and equipment, intangible assets, goodwill and deferred income tax liabilities
recorded as a result of the last three public offerings that were treated as step-by-step acquisitions were reversed.
On January 1, 2010, the Fund’s intangible assets and property, plant and equipment were reduced by $18,807,
the goodwill by $4,118 and the deferred income tax liabilities by $3,432. Taking into account the amortization of
intangible assets and property, plant and equipment, the decrease of these assets was $16,277 as at December
2011
31, 2010. Amortization expenses decreased by $2,530 for the year ended December 31, 2010.
ANNUAL
REPORT
—
PAGE
148
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

Non-controlling interest reclassification

Under Canadian GAAP, non-controlling interests in the equity of a consolidated entity are classified as a separate
component between liabilities and equity in the statement of financial position and as a component of net earnings
within the statement of earnings.

Under IFRS, non-controlling interests are classified as a component of equity separate from the equity of the
parent and are not included in net earnings, but rather presented as an allocation of net earnings. The non-
controlling interest share of net earnings of $19,302 was eliminated in the statement of earnings for the year
ended December 31, 2010, and rather presented as an allocation of net earnings for the period in which the non-
controlling interest was accounted for in equity.

4. Foreign currency translation adjustment

As noted in the section entitled “IFRS Exemption Options,” the Company has applied the one-time exemption to
set the foreign currency cumulative translation adjustment (“CTA”) to zero as of January 1, 2010. The cumulative
translation adjustment balance as of January 1, 2010, of $527 was recognized as an adjustment to retained
earnings. The application of the exemption had no impact on net equity.

IFRS takes a “functional currency” approach whereby each entity determines its functional currency defined as
the currency of the primary economic environment in which the entity operates. Canadian GAAP considers foreign
operations as integrated or self-sustained. A list of primary and secondary indicators is used under IFRS and these
differ in content and emphasis to a certain degree from those factors used under Canadian GAAP. The hierarchy in
which the criteria are to be assessed brought a change in the translation of the foreign operation of GENIVAR TT’s
and its subsidiaries’ functional currency. The intangible assets and property, plant and equipment decreased by
$252 as at January 1, 2010, and $281 as at December 31, 2010. For the same periods, goodwill has decreased
by $275 and $343, respectively. Previous gain and loss on the conversion of the financial statement of GENIVAR TT
that were accounted for in the statement of earnings were reversed. Exchange differences were recognized in other
comprehensive income and amounted to $293 as at December 31, 2010.

5. Property, plant and equipment

As permitted under IFRS 1, the Company elected to revalue at fair value some computer equipment, which
decreased their value by $1,750. On January 1, 2010, the fair value of these assets was $7,148. The depreciation
expense decreased by $525 for the year ended December 31, 2010. Adjustments to the consolidated statement of
financial position of $1,225 as at December 31, 2010, are net of accumulated depreciation.

6. Long-term debt reclassification

Under Canadian GAAP, an obligation scheduled to mature within one year from the balance sheet date of the
statement of financial position should be excluded from current liabilities only if the debtor intends to refinance the
obligation on a long-term basis and such intent is demonstrated by an ability to consummate the refinancing. This
requirement has no equivalent under IFRS. As such, the long-term debt was reclassified as current under IFRS since
the loan matured in September 2011.

7. Other adjustment to the statement of cash flows

Under Canadian GAAP, cash flows relating to interest payments were classified as operating. Under IFRS, cash flows
relating to interest are classified as operating, investing or financing in a consistent manner in each period.

—
PAGE
149
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2011, and 2010
In thousands of Canadian dollars, except the number of shares/units and per share/unit data and unless otherwise stated

32 — SUBSEQUENT EVENTS
On January 1, 2012, the Company acquired all the outstanding shares of Consultores Regionales Asociados –
CRA S.A.S. (“CRA”), an engineering firm specialized in civil engineering, energy and telecommunications based in
Bogotá, Columbia. This acquisition is part of the international growth strategy of the Company and represents an
ideal platform in this region to build and grow the Company’s activities in all market segments.

On February 26, 2012, the Company acquired all the outstanding shares of Les Investissements R.J. Inc., a
Quebec-based engineering firm specialized in mechanical and electrical engineering. The new expertise enables the
Company to meet the growing client demand in the Building sector.

On February 29, 2012, the Company acquired all the outstanding shares of GRB Engineering Ltd., a Calgary-based
engineering firm specialized in engineering services and project management for the oil and gas industry. This
acquisition fits very well in the Company’s development strategy and strengthens the Company’s leadership both in
Alberta and in the oil and gas industry.

On March 14, 2012, the Company and a special purpose entity controlled by the Company acquired all the
outstanding shares of Smith Carter Architects and Engineers Inc., – and of Smith Carter (USA) LLC, collectively
“Smith Carter,” an international leader in the areas of integrated architectural design and engineering. This firm has
headquarters in Winnipeg and offices in Calgary, Ottawa, Atlanta and Washington, D.C. With this transaction, the
Company achieved two expansion objectives, which were to strengthen the Company’s presence in Western
Canada and enter the United States market. Following the acquisition of Smith Carter, the Company will issue
142,966 common shares to former shareholders of the acquired businesses for a proceed of $3,947.

The aggregate consideration included a cash consideration of $33,655 and notes payable of $8,572, and
approximately $1,815 in common shares.

At the moment of the approval of these consolidated financial statements, the initial accounting of these business
combinations is incomplete; therefore, the Company could not provide reliable information pertaining to the
allocation of the consideration transferred, major class of assets acquired and liabilities assumed.

2011
ANNUAL
REPORT
—
PAGE
150
 —
PAGE
151
 BOARD OF MANAGEMENT
DIRECTORS TEAM
Richard Bélanger Pierre Shoiry Pierre Shoiry Carole Lauzon
President, Groupe President and Chief President and Vice President,
Toryvel Inc. Executive Officer, Chief Executive Officer Information Technology
Director since 2007 GENIVAR Inc.
Independent Director since 2006 Alexandre L’Heureux Normand Rheault
Non-independent Chief Financial Officer Vice President,
—
Human Resources
Chairman of the Board of Marc Rivard
Directors Pierre Simard Chief Operating Officer Tony Veilleux
Member of the Audit President, Champlain Vice President,
Committee Financial Corporation Ali Ettehadieh Finance and Treasury
(Canada) Executive Vice President
Director since 2007 Sophie Arsenault
Ali Ettehadieh * Independent Brian Barber Corporate Controller
Executive Vice President, — Senior Vice President,
GENIVAR Inc. Member of the Audit Ontario ADMINISTRATIVE
Director since 2006 Committee
Non-independent Member of the François Morton
TEAM
Governance and Senior Vice President,
Isabelle Adjahi
Grant G. McCullagh Compensation Committee British Columbia, Manitoba
Director,
Chairman and Chief and Saskatchewan
Communications and
Executive Officer, Global Lawrence E. Smith, QC Investor Relations
Integrated Business Partner, Bennett John Nielsen
Solutions, LLC Jones LLP Senior Vice President,
Anne-Marie Laberge
Alberta
Director since 2011 Director since 2007 Senior Legal Counsel,
Independent Independent Corporate Affairs and
François Perreault
— — Corporate Secretary
Senior Vice President,
Member of the President of the Western Quebec
Governance and Governance and Louis-Martin Richer
Compensation Compensation Chief Risk Officer
Éric Tremblay
Committee Committee Senior Vice President,
Gino Vita
Eastern Quebec
Director,
Pierre Seccareccia
Internal Audit
Corporate Director Stephen Wallace
Director since 2006 Senior Vice President,
Atlantic Canada
Independent
—
Sylvain Labrèche
Chairman of the Audit
National Vice President,
Committee
Industrial and
Telecommunications

Pierre Lacombe
National Vice President,
Energy

2011 * During the Board meeting held on March 23, 2012, Mr. Ali Ettehadieh
ANNUAL advised the Board that he would not stand for re-election as a Director
REPORT of GENIVAR at the upcoming annual general meeting.
—
PAGE
152
CORPORATE
INFORMATION
CORPORATE HEAD OFFICE INDEPENDENT AUDITORS
GENIVAR Inc. PricewaterhouseCoopers LLP, Chartered Accountants
1600 René Lévesque Blvd. West
16th floor ANNUAL MEETING OF SHAREHOLDERS
Montreal, Quebec
Canada H3H 1P9 GENIVAR Inc.’s annual general meeting will be held at
10:00 am, Eastern Time, on May 24, 2012 at:
Phone: (514) 340-0046
Website: www.genivar.com McCord Museum
690 Sherbrooke St. West
STOCK EXCHANGE LISTING Montreal, Quebec
Toronto Stock Exchange (TSX) under the symbol GNV. Canada H3A 1E9

COMMON SHARES OUTSTANDING INVESTOR RELATIONS

At March 23, 2012, there were 32,712,623 common
shares outstanding.
DIVIDEND POLICY
GENIVAR plans to pay a quarterly dividend of $0.375
($1.50 per year) per GENIVAR share. Any decisions
to pay dividends on GENIVAR shares will be made by
the Board of Directors based on, among other things,
GENIVAR’s earnings, the financial requirements for
GENIVAR’s operations, the satisfaction of applicable
solvency tests for the declaration and payment of
dividends and other conditions existing from time to
time. In this regard, GENIVAR’s Board of Directors will
have complete discretion to modify the dividend policy
as required.
TRANSFER AGENT AND REGISTRAR
GENIVAR’s transfer agent can assist shareholders with
a variety of services, including changes of address and
lost share certificates.
Canadian Stock Transfer Company Inc. *
2001 University
Suite 1600
Montreal, Quebec
Canada H3A 2A6
Phone: (800) 387-0825
Isabelle Adjahi
Director,
Communications
and Investor Relations
GENIVAR Inc.
1600 René Lévesque Blvd. West
16th floor
Montreal, Quebec
Canada H3H 1P9
GENIVAR files all mandatory information with Canadian
securities commissions. This information is available
on SEDAR’s website at www.sedar.com or on GENIVAR’s
website at www.genivar.com.
Pour obtenir une version française du rapport annuel,
veuillez communiquer avec le service des relations avec
les investisseurs.
This Annual Report contains “forward-looking” statements that reflect our expectations
regarding our future growth, results of operations, performance, business prospects
and opportunities. Forward-looking statements are subject to a number of risks and
uncertainties. GENIVAR’s actual results may differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including, but not limited
to, those set forth elsewhere in this Annual Report and listed under the heading “Risk
Factors” in GENIVAR’s Annual Information Form for the year ended December 31, 2011.
The discussion of GENIVAR’s financial position and results of operations contained in this
Annual Report should be read in conjunction with the financial statements and notes
thereto included elsewhere in this Annual Report.
GENIVAR
© 2012 – All rights reserved
Printed in Canada

www.cibcmellon.com

* Administrative agent for CIBC Mellon Trust Company —

PAGE
153
 — 01 — 02

— 03

— 04

— 05

— 06 — 08

— 07

2011
ANNUAL
REPORT
—
PAGE
154
AWARDS
01 — 05 —
Schreyer Award 2011 Awards of
Canadian Consulting Excellence
Engineering Awards Regroupement des gens
Association of Consulting d’affaires de la capitale
Engineering Companies nationale (RGA)
(ACEC)
06 —
Rehabilitation of 2011 Distinction Award
the Gaspé Mines, Quebec Roads And
Murdochville, Quebec Transport Association

02 — Highway 25, Montreal,

2011 International Quebec
Energy Project of
the Year 07 —
World Energy Engineers 2011 Infrastructure
Conference Award
Quebec Roads And
Renovation of the Transport Association
Saint-Bruno-de-
Montarville Municipal Highway 25, Montreal,
Garage, Quebec Quebec

03 — 08 —
2011 Project of the 2011 Armatura Award
Year Award Steel Frame Institute Of
Institute For Quebec
Transportation Highway 25, Montreal,
Engineering, Quebec
Toronto Section
Langstaff Urban Growth
Transportation Study,
Richmond Hill, Ontario

04 —
2011 Engineering Award
Association Of Consulting
Engineering Companies Of
New Brunswick (ACEC-NB) The rehabilitation of the
Context Sensitive Design
for the Westfield Road Gaspé Mines has set a benchmark
Community for future mine decommissioning
projects.”
— Jury, Schreyer Award
This annual report is printed on Rolland Enviro100 paper, manufactured using
biogaz energy and contains 100% post-consumer fibre. This paper is certified
EcoLogo, Processed Chlorine Free and FSD Recycled.

Writing and Design: Communications Department, GENIVAR Inc.

Printing: Quadriscan

Cert no. XXX-XXX-XXXX