We are one of the largest engineering firms in Canada providing private and public sector clients with a full range of professional consulting services through all execution phases of a project from planning to commissioning. We have over 1,800 employees working in approximately 40 offices in Canada and overseas. Our clients operate in various market segments such as building, urban infrastructure, transportation, industrial, power and environment. TABLE OF CONTENTS Financial Highlights 2 Message to Unitholders 4 ACTIVITY REPORT Building 8 Urban Infrastructure 16 Transportation 22 Industrial 26 Power 30 Environment 32 Management’s Discussion & Analysis 36 Consolidated Financial Statements 58 Management Team 84 GENIVAR thanks all the employees whose photos appear in this Annual Report. Board of Trustees 85 Main Offices 86 Cover: Dorothy Weitzenbauer, Quyen Goudie, Wayne Scharf, Kumar Sood, Jill Vivian, Information to Unitholders 88 Marc Chiasson, Ewen Marjerrison, Ben Hrubesz, Noel Brown, Marie-France Éthier Consulting Engineers: Shaping our World From the water we drink to our children’s schools, from the roads we travel to the parks we enjoy, engineers and other professionals in the engineering consulting services industry shape our world. Builders and visionaries first and foremost, they plan, design and deliver a multitude of projects which touch our day-to-day lives. Whether in the building, urban infrastructure, transportation, industrial, power or environment sectors, they strive in a stimulating world full of possibilities. For centuries, their creations have stood the test of time, and served the well-being of all. At GENIVAR, our people proudly and passionately uphold this tradition. GENIVAR INCOME FUND | 2006 ANNUAL REPORT Financial Highlights (in thousands of dollars) Revenues Net Revenues EBITDA Number of employees 2 Revenues by Market Segment Financial Highlights GENIVAR INCOME FUND | 2006 ANNUAL REPORT Results of operations 2006 2005 PRE-IPO POST-IPO TOTAL TOTAL FOR THE PERIOD FOR THE PERIOD FOR THE TWELVE FOR THE TWELVE FROM JANUARY 1 FROM MAY 25 TO MONTHS ENDED MONTHS ENDED TO MAY 24 DECEMBER 31 DECEMBER 31 DECEMBER 31 (COMBINED- (AUDITED) (COMBINED- (COMBINED- UNAUDITED) UNAUDITED) UNAUDITED) IN THOUSANDS OF DOLLARS (5) (4) (5) EXCEPT PER UNIT DATA Revenues $ 66,332 $ 109,781 $ 176,113 $ 129,997 Deduct: Subconsultants $ 23,035 $ 25,099 $ 48,134 $ 33,446 and other direct expenses Net revenues (1) $ 43,297 $ 84,682 $ 127,979 $ 96,551 Direct project costs $ 21,346 $ 43,777 $ 65,123 $ 50,942 Gross margin $ 21,951 $ 40,905 $ 62,856 $ 45,609 Marketing, general and $ 13,778 $ 23,089 $ 36,867 $ 28,169 administrative expenses EBITDA (2) $ 8,173 $ 17,816 $ 25,989 $ 17,440 Interest $ 132 $ 476 $ 608 $ 488 Depreciation of property, $ 622 $ 1,245 $ 1,867 $ 1,449 plant and equipment 3 Amortization $ 1,661 $ 5,391 $ 7,052 $ 2,173 of intangible assets Earnings before income $ 5,758 $ 10,704 $ 16,462 $ 13,330 taxes and non-controlling interest ($ 211) Income tax (recovery) (3) Earnings before $ 10,915 non-controlling interest Non-controlling interest (3) $ 4,571 Net earnings (3) $ 6,344 Basic net earnings per unit $ 0.58 Weighted average number 11,000,000 of Units (6) Diluted net earnings per Unit $ 0.58 Diluted weighted average 18,927,381 number of Units (6) (1) Net revenues are not a measure in accordance with GAAP and do not have a standardized meaning prescribed by GAAP. Therefore, net revenues may not be comparable to simi- lar measures presented by other issuers. Investors are cautioned that net revenues should not be construed as an alternative to revenues for the period (as determined in accordance with GAAP), as an indicator of the Fund’s performance. (2) EBITDA is defined as earnings before interest, tax, depreciation and amortization. EBITDA is not an earnings measure in accordance with GAAP and does not have a standardized meaning prescribed by GAAP. Therefore, EBITDA may not be comparable to similar measures presented by other issuers. (3) Income taxes, non-controlling interest and net earnings have not been presented on a comparative basis due to the changes in the capital structure of the preceding entities and the Fund in connection with the IPO on May 25, 2006. (4) Supplementary Non-GAAP Combined Information for the twelve-month period ended December 31, 2006 is the combination of financial results of GENIVAR Engineering Services Business PRE-IPO and financial results of the Fund POST-IPO. Such combination is for illustrative purposes only. As a result of this combined presentation, the POST-IPO earnings have been affected by the additional amortization and depreciation of intangible assets and property, plant and equipment considering that these assets are recorded at fair value at the acquisition date. (5) This combined financial information was carved out from GENIVAR Engineering Services Business regrouping all of the engineering activities of GENIVAR Inc., the Non-controlling Unitholder. (6) As at March 12, 2007, the number of Units is the same as it was as at December 31, 2006. Financial Highlights GENIVAR INCOME FUND | 2006 ANNUAL REPORT Message to Unitholders GENIVAR INCOME FUND | 2006 ANNUAL REPORT › The past year was a landmark year for GENIVAR. We entered a new stage in our development on May 25, 2006 when we began trading on the Toronto Stock Exchange under the ticker symbol GNV.UN. I am thus very proud to present the GENIVAR Income Fund’s first annual report. Even though the management team put a lot of effort into preparing for our successful initial public offering (IPO), we still maintained our pace of growth and enjoyed a banner year. In particular, we continued to implement our acquisition strategy and reinforce our corporate structure in support of growth and in compliance with corporate oversight and good governance requirements. CANADA-WIDE ORGANIZATION One of our key goals was to build a Canada-wide organization. We achieved this objective by consolidating our position in Ontario and, laying the foundations for our operating platform in several Western Canadian provinces in January 2007 following a series of acquisitions. Acquisitions also enabled us to reinforce our 5 leadership position in Quebec. Leveraging these accomplishments, the GENIVAR Income Fund is seeking to build on the momentum we have created. We are approaching the next few years with a sense of optimism, buoyed by the efforts of our nearly 1,800 employees. Our financial position is solid. We have a world-class team and a proven business model. Our development plan is clear. Moreover, prospects are bright in all of our markets and operating regions. SOLID FINANCIAL RESULTS The GENIVAR Income Fund’s results for 2006 were in line with expectations and with the projections outlined in our prospectus. For the 220-day period from May 25, to December 31, 2006, we posted $109.8 million in revenues and $10.7 million in earnings before income tax recovery and non-controlling interest. For the 12-month period ended December 31, 2006, which combined the financial results of GENIVAR Engineering Services Business PRE-IPO and financial results of the Fund POST-IPO, revenues increased by 35.5% to $176.1 million, compared with $130.0 million for the 12-month period ended December 31, 2005. EBITDA1 for the 12-month period ended December 31, 2006 stood at $26.0 million, thus representing a 49.4% increase, compared with $17.4 million for the 12-month period ended December 31, 2005. For the 220-day period from May 25, to December 31, 2006, the Fund generated $15.7 million in distributable cash1 or $0.8301 per unit. Our financial position is excellent, with total borrowings, net of cash, of $7.6 million as at December 31, 2006. We thus have adequate financial resources to support our growth while maintaining an attractive distribution ratio for our unitholders. In a reflection of our excellent financial performance and our ongoing pursuit of strategic growth, the Fund’s unit price rose from $10.00 as at May 25, 2006 to $13.70 as at December 31, 2006. 1 Non-GAAP measure GENIVAR INCOME FUND | 2006 ANNUAL REPORT “ Our business CLEAR DEVELOPMENT PLAN model is In 2007, we plan to continue our geographical expansion across Canada while remaining on the lookout for decentralized consolidation opportunities in Quebec. In light of numerous opportunities in Canada, the Fund has identified a number of potential acquisitions in each province that will enable us to enhance our expertise in certain and gives our market segments while reinforcing our leadership position in target regions. We will also be supporting the employee-owners expansion of our operating platform in the Caribbean in Trinidad and Tobago while taking advantage of the latitude they expansion opportunities in various other international markets we have identified. In addition, we will continue need to develop to support our Canadian clients’ international development initiatives. their activities and oversee the operations PROVEN BUSINESS MODEL 6 of their respective The GENIVAR Income Fund’s underlying business model is solid and sustainable. Supporting this model is offices. ” an extraordinary team of people representing a variety of disciplines and professions. As project drivers, they plan, design and deliver a wide array of projects that enhance the quality of our community life. In assuming this role, they take a proprietary interest in client projects, demonstrating skill, professionalism and accountability. They also apply best practices aimed at on-time and on-budget delivery. Emphasizing teamwork, our people apply group knowledge with a view to providing optimal client solutions. Their efforts are supported by senior managers seeking to foster professional development and outstanding on-the-job performance. We also seek to derive benefits from an ownership structure under which approximately 200 employee- owners indirectly hold a 41.9 % stake in the Fund.