Cae Inc Sample Contracts

Cae Inc – CODE OF BUSINESS CONDUCT The CAE Code of Business Conduct outlines CAE’s minimum position and expectations for appropriate corporate and individual conduct. This Code provides general guidance as to acceptable behavior. This Code supplements but does not over-ride existing CAE policies, company standard practices and laws related to specific business activities. This Code does not address every potential issue and relies upon CAE staff to use their common sense in an ethical manner. (June 27th, 2017)

For further details on CAE’s approach to personal information, please consult the Privacy section of the Corporate Policies & Procedures................................................................. 13

Cae Inc – COMPUTERSHARE TRUST COMPANY OF CANADA (September 20th, 2016)
Cae Inc – CAE INC. (the “Corporation”) GENERAL BY-LAW (September 20th, 2016)
Cae Inc – CAE INC. (the “Corporation”) GENERAL BY-LAW A by-law relating generally to the transaction of the business and affairs of the Corporation. (November 14th, 2008)
Cae Inc – EMPLOYEE STOCK OPTION PLAN (Amended and Restated as of August 13, 2008) (November 14th, 2008)

CAE Inc., a corporation incorporated under the laws of Canada, hereby adopts an Employee Stock Option Plan, as amended, for key employees of CAE Inc. and its Subsidiaries, as follows:

Cae Inc – CAE INC. and COMPUTERSHARE TRUST COMPANY OF CANADA as Rights Agent (November 14th, 2008)

THIS AMENDED AND RESTATED AGREEMENT dated June 21, 2006 between CAE Inc. (the “Corporation”), a corporation incorporated under the laws of Canada, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

Cae Inc – CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Annual Report on Form 40-F of CAE Inc. for the year ended March 31, 2005, of our auditors’ report dated May 10, 2005 on the consolidated balance sheets of CAE Inc. as at March 31, 2005 and 2004 and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended March 31, 2005, and our related Comments by Auditor for U.S. Readers on Canada-U.S. Reporting Difference dated May 10, 2005. We also consent to the incorporation by reference in the Registration Statemen (June 29th, 2005)

PricewaterhouseCoopers LLP Chartered Accountants 1250 René-Lévesque Boulevard West Suite 2800 Montreal, Quebec Canada H3B 2G4 Telephone +1 (514) 205 5000 Facsimile +1 (514) 205-5675

Cae Inc – Item 1 Name and Address of Company CAE Inc. 2025 Logistics drive Mississauga, Ontario L5S 1Z9 Item 2 Date of Material Change February 11, 2005. Item 3 News Release CAE Inc. (“ CAE ” or the “Company”) issued a press release with respect to a material change through the Business Wire on February 11, 2005. A copy of such press release is attached hereto and forms an integral part hereof. Item 4 Summary of Material Change On February 11, 2005, CAE reported financial results for the third quarter ended December 31, 2004, and announced a comprehensive restructuring plan aimed at restoring the Compan (February 18th, 2005)
Cae Inc – Press Release (February 18th, 2005)

Montreal, February 11, 2005 – (NYSE: CGT; TSX: CAE) – CAE today reported financial results for the third quarter ended December 31, 2004, and announced a comprehensive restructuring plan aimed at restoring the Company’s profitability, cash flow and return on investment.

Cae Inc – Press Release (November 12th, 2004)

Montreal, November 1, 2004 — (NYSE: CGT; TSX: CAE) — CAE today announced it has signed a purchase and sale agreement with L-3 Communications Corporation (NYSE: LLL) to sell its Marine Controls unit for approximately C$328 million, including C$276 (US$225) million in cash and the assumption of C$52 (£23) million of project finance debt. The transaction is subject to certain regulatory approvals and other closing conditions, with closing expected prior to CAE’s current fiscal year end, March 31, 2005.

Cae Inc – CAE INC. as Vendor and L-3 COMMUNICATIONS CORPORATION as Purchaser SALE AND PURCHASE AGREEMENT November 1, 2004 (November 12th, 2004)
Cae Inc – CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Annual Report on Form 40-F of CAE Inc. for the year ended March 31, 2004, of our auditors' report dated May 11, 2004 on the consolidated balance sheets of CAE Inc. as at March 31, 2004 and 2003 and the consolidated statements of earnings, retained earnings and cash flows for each of the years in the three-year period ended March 31, 2004, and our related Comments by Auditor for U.S. Readers on Canada-U.S. Reporting Difference dated May 11, 2004. We also consent to the incorporation by reference in the Registration Statemen (August 11th, 2004)

PricewaterhouseCoopers LLP Chartered Accountants 1250 René-Lévesque Boulevard West Suite 2800 Montreal, Quebec Canada H3B 2G4 Telephone +1 (514) 205 5000 Facsimile +1 (514) 205-5675

Cae Inc – I, D.H. Burney, principal executive officer of CAE Inc., certify that: (August 8th, 2003)

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Cae Inc – CAE INC. EMPLOYEE STOCK OPTION PLAN (Amended and Restated as of May 9, 2001) CAE Inc., a corporation incorporated under the laws of Canada, hereby adopts an Employee Stock Option Plan, as amended, for key employees of CAE Inc. and its subsidiaries, as follows: ARTICLE I PURPOSE 1.01 Purpose. The purpose of the CAE Inc. Employee Stock Option Plan, as amended, is to provide key employees of CAE Inc. and its subsidiaries with an opportunity to purchase common shares of CAE Inc. and to benefit from the appreciation thereof, thus providing an increased incentive for these employees to contribute to (July 26th, 2002)
Cae Inc – CAE INC. EMPLOYEE STOCK PURCHASE PLAN Effective as of April 1, 2000 CAE INC. EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE The purpose of the Plan is to provide Employees with an opportunity to participate in the ownership of the Company on an ongoing basis through purchases of Shares. The Plan is established effective April 1, 2000 and shall operate as an employees profit sharing plan as defined in section 144 of the Income Tax Act (Canada) or any successor provision. 2. DEFINITIONS As used in the Plan: "Affiliate" means an affiliated body corporate of the Company within the meaning of subsection 2 (July 26th, 2002)
Cae Inc – Contract (July 3rd, 2002)

Revenue by Product Line (%) Geographic Distribution of Revenue (%) --------------------------------------------------- -------------------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Commercial Simulation and Training 41 41 United States 36 39 Military Simulation and Controls 34 33 Europe 35 34 Forestry Systems 25 26 Canada 15 14 ---- ---- Asia 9 10 100 100 Other 5 3 ---- ----

Cae Inc – Contract (July 3rd, 2002)

as at march 31 (amounts in millions of dollars) 2002 2001 --------------------------------------------------------------------------------- ASSETS Current assets Cash $ 88.8 $ 156.8 Short-term investments 21.3 122.8 Accounts receivable (note 4) 378.2 245.6 Inventories (note 5) 130.9 99.4 Prepaid expenses 9.9 8.6 Income taxes recoverable 15.8 8.2 Future income taxes (note 14) 28.9 15.4 --------------------------------------------------------------------------------- 673.8 656.8 Assets of