No Solicitation of Competing Acquisition Proposals Treatment of Rights under Extensity Employee Stock Purchase Plan Material Canadian Federal Income Tax ConsequencesĬonsideration Extensity Stockholders Will Receive in the Merger ![]() Material United States Federal Income Tax Consequences and Canadian Securities Laws Considerationsĭelisting and Deregistration of Extensity Common Stock After the Merger Listing on the Toronto Stock Exchange of Geac Common Shares to be Issued in the MergerĬertain U.S. Structure of the Merger and Conversion of Extensity Common StockĮlection as to Form of Merger Consideration Exchange of Extensity Stock Certificates Interests of Extensitys Directors and Officers in the MergerĮxtensity Directors and Officers After Completion of the MergerĬompletion and Effectiveness of the Merger Recommendation of Extensitys Board of Directors Stockholder Proposals for the Extensity 2003 Annual Meeting Matters to be Considered at the Special Meeting of Extensity Stockholders THE SPECIAL MEETING OF EXTENSITY STOCKHOLDERS Risks Related to Extensitys Historical Business Risks Related to Geacs Historical Business SUMMARY OF THE PROXY STATEMENT/PROSPECTUS QUESTIONS AND ANSWERS FOR EXTENSITY STOCKHOLDERS The fraction of a Geac common share to be issued and the cash to be paid for each share of Extensity common stock will not be adjusted based upon changes in the market price of Geac common shares or Extensity common stock, and therefore the value of the Geac common shares to be received in the merger will fluctuate as the market price of Geac common shares fluctuates. If you fail to make a timely election, you will receive all cash in the merger. For a more complete description of the possible working capital adjustment to these amounts, please refer to the section entitled The Merger Structure of the Merger and Conversion of Extensity Common Stock beginning on page 65. These amounts may change because they are subject to adjustment depending on the amount of Extensitys working capital at the closing. If the merger agreement is adopted and approved and the merger is completed, you will be able to elect to receive either 0.627 of a Geac common share or US$1.75 in cash for each share of Extensity common stock you hold. As a consequence of the merger, Extensity would become a subsidiary of Geac. ![]() At the special meeting of Extensitys stockholders, you will be asked to consider and vote upon a proposal to adopt and approve the merger agreement by and among Geac Computer Corporation Limited, Cage Acquisition Inc., and Geac Computers, Inc., each a subsidiary of Geac, and Extensity and the merger of Cage Acquisition Inc.
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