A LEADING GLOBAL FIRM OF COMMUNITY-MINDED PEOPLE WHO MAKE A DIFFERENCE GENIVAR INCOME FUND ANNUAL REPORT GENIVAR is one of the largest firms in Canada providing private and public sector clients with a full range of professional consulting services in the areas of engineering, project management and environment through all project phases, ranging from planning to commissioning. We now have over 4,100 employees working in more than 80 locations in Canada and overseas. Our clients operate in various market segments such as buildings, municipal infrastructure, transportation, industrial and energy as well as environment. 02 06 08 11 65 104 105 106 Messages to 2009 Human Management’s Consolidated Management Board of Unitholder Shareholders Year-End Key Resources Discussion & Financial Team Trustees Information Figures Overview Analysis Statements OUR VISION Our Vision is to be “A leading global firm of community-minded people who make a difference” Our Vision is supported by our values that shape our unique culture, which form the foundation for our practices and daily activities. OUR VALUES Our values reflect who we are and how we interact with each other, whether with colleagues, clients, unitholders or other stakeholders. Client Focus GENIVAR exists because of our clients. We strive to develop long-term partnerships with them built on mutual respect and world-class services. Respect We treat our colleagues and clients with dignity and respect by maintaining the highest standards of interpersonal relationships. Empowerment GENIVAR seeks to create a stimulating work environment that recognizes individual initiative, encourages a sense of personal responsibility and fosters a can-do spirit. Teamwork We are a global team. We can only grow and achieve our goals by sharing our knowledge and combining our talents for the common good of our clients and the success of our business. GENIVAR INCOME FUND 2009 ANNUAL REPORT IN 2009, WE HAVE REMAINED FOCUSED ON OUR GROWTH OBJECTIVES AND, THANKS TO OUR SOLID TEAM, WE HAVE CONTINUED TO DELIVER IMPRESSIVE RESULTS. 03 MESSAGES TO UNITHOLDERS FROM PIERRE SHOIRY I am very proud to present our 2009 Annual Report and I invite our unitholders to read the CEO Report which gives the highlights of the year, as part of the Management’s Discussion and Analysis. The GENIVAR Income Fund had an excellent year despite a difficult economic environment. Our ability to meet challenges head-on stems from the fact that we have remained focused on our growth objectives and, thanks to our solid team, we have continued to deliver impressive results year after year. Starting off the decade on a positive note We are starting off a new decade with a number of major assets, including a clear plan, a dynamic and solid team, committed employees and a positive industry outlook. In Pierre Shoiry addition, we have mobilized around our business culture and core values—qualities that help to differentiate us in our sectors of activity. In addition to being decentralized and flexible, our entrepreneurial business model is based on client focus, respect, empowerment and team work—the very keys to our success. As we continue to implement our development plan, we will strive to maintain our distinctive way of doing business. GENIVAR continued to grow in 2009. Drawing on the assets that have contributed to its success, the firm will keep pursuing its goals as we strive to reach another leadership milestone. Acknowledgments I would like to thank our employees for their talents, skills and dedication. I am also Daniel Fournier grateful to our clients and unitholders for their trust and to the Board of Trustees for their ongoing support. Pierre Shoiry, President and CEO FROM DANIEL FOURNIER The GENIVAR Income Fund had an excellent year thanks to the diversification of its geographic markets and its clients in both the public and private sectors. The financial results for fiscal 2009 reflect the Fund’s proven ability to withstand economic downturns. The Fund paid a distribution of $1.95 per unit, up 15% from 2008. A total of $48.7 million was paid to unitholders in the past year, representing an adjusted payout ratio of 78.9%. GENIVAR INCOME FUND 2009 ANNUAL REPORT The Fund completed a $100 million equity financing, during which 3,809,500 units were sold to the public at a price of $26.25. The Fund successfully raised capital for both 2009 and 2010 through a single public offering. This financing was warmly received by the market which demonstrated its ongoing confidence in the Fund. The Fund remains a major consolidating force in the Canadian consulting engineering industry, while its solid balance sheet gives GENIVAR the required flexibility to pursue its disciplined growth plan. The Fund is also on track to become one of the country’s top three consulting engineering firms in its market segments and operating regions by the end of 2010. It is also well positioned to continue expanding within the emerging countries, while preparing to make its entry into other industrialized countries. Thanks to the team’s strength and encouraging economic prospects, the Fund is optimistic but remains vigilant. The Fund will continue to capitalize on its strengths: its dedicated managers, who oversee operations in a responsible manner; its diversified client base, which generates recurring revenues year after year; and its reputation for delivering state-of-the-art services in accordance with the highest quality standards. WE ARE ON TRACK TO BECOME ONE OF THE CANADA’S TOP THREE CONSULTING ENGINEERING FIRMS IN OUR MARKET SEGMENTS AND OPERATING REGIONS BY THE END OF 2010. Governance Sound governance of the GENIVAR Income Fund has always been a top priority for the Board of Trustees, as reflected in its transparent dealings with GENIVAR’s management. Among the Board’s activities, a number of meetings were held with management with a view to monitoring the firm’s strategic plan and development goals. The Board takes pride in the growth of the Fund, which has seen its workforce increase from 1,300 to 4,100 employees since 2006. This development has been achieved while maintaining our entrepreneurial culture—a valuable asset lying at the heart of the Fund’s success. In light of GENIVAR’s growth and the increasingly complex business environment, the Board also took up the issue of risk management. To this end, a business continuity plan was developed for each GENIVAR office in order to protect employees and safeguard company assets in the event of a major incident. Drawing up such plans involves establishing preparatory measures such as advance arrangements and procedures enabling the firm to take timely, organized and efficient action in the event of an incident. In order to safeguard its reputation and maintain the trust of its clients and other stakeholders, GENIVAR also reviewed policies aimed at strengthening its best practices. In 2007, procedures were established for handling complaints relating to accounting, auditing and control irregularities, while a confidential telephone line and email address were launched. Individuals both inside and outside the firm can file complaints under these procedures, which are overseen, since 2009, by an independent internal auditor 05 who reports to the Board of Trustees’ Audit Committee. The firm issued a series of communications publicizing these procedures along with GENIVAR’s Code of Conduct, which is in the process of being updated for improved comprehension. A firm’s integrity, particularly in the area of professional services, is primarily based on its employees’ professional judgment. For several decades, GENIVAR has placed its full confidence in its employees so that they can perform their work under the best possible conditions and conduct their business with the required latitude. In addition to reflecting the entrepreneurial culture that has guided GENIVAR since its founding, this approach is designed to foster employee accountability. This strategic advantage will assume even greater importance as GENIVAR continues to grow and more employees continue to join its team. The firm must safeguard all of its assets and be vigilant in maintaining its culture, values, clients and reputation. As regards the Board of Trustees’ other accomplishments, emphasis was placed on developing a succession plan to ensure GENIVAR’s long-term viability and success, which is largely dependent on the availability of individuals with the desired skills. The Board also discussed the GENIVAR Income Fund’s conversion into a corporation, which will be subject to income tax in the same way as other companies effective January 1st, 2011. In this regard, the Fund has formed a special committee of independent trustees to analyze the opportunity to convert the Fund into a corporation. The special committee is expected to make a formal recommendation to the Board of the Fund before the end of April 2010, and a press release will be issued by the Fund once the Board has made a decision. I would like to reiterate that we are working to protect unitholders’ interests and to ensure the firm’s long-term viability. The past year was marked by a number of major accomplishments for the Fund, which has reached yet another milestone in its development. We have a solid balance sheet and we continued our profitable growth strategy. In light of our convincing results, we are well on the way to achieving our objectives. As it did in 2009, the Fund will work diligently to begin the new decade on the same basis, benefiting from its prime position while fully capitalizing on the positive outlook for the consulting engineering industry. Acknowledgments I would like to thank our clients for selecting us as their business partner; they can rest assured of our continued commitment in support of their projects we carry out in Canada and around the world.