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Alithya Group inc. AGM Information 2024

Aug 6, 2024

47696_rns_2024-08-06_5024beba-a07b-4f6f-8066-1062ebdee52d.pdf

AGM Information

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Voting Instruction Form

I/We, being holder(s) of Class A subordinate voting shares of Alithya Group inc. (the “Company”), hereby appoint: Pierre Turcotte, Chair of the Board, or failing him, Paul Raymond, director and President and Chief Executive Officer, or:


To attend the meeting or to appoint someone to attend it on your behalf, please print your name or the name of such other person here

as my/our proxyholder to attend, act and vote on my/our behalf in accordance with the below instructions (or if no instructions are given, as he or she sees fit) on all the matters outlined below and any other matter that may properly come before the annual general and special meeting of shareholders of the Company to be held at 10:00 a.m. (Eastern Daylight Time) on Tuesday, September 10, 2024, in a virtual format via a live audio webcast online at https://web.lumiagm.com/482605375 (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if I/we attended it, with full power of substitution.

IMPORTANT NOTES FOR SHAREHOLDERS WHO WISH TO ATTEND THE MEETING OR APPOINT SOMEONE OTHER THAN THE PERSONS NAMED BY MANAGEMENT AS THEIR PROXYHOLDER:

If you wish to attend the Meeting, you MUST appoint yourself as your proxyholder. If you decide to appoint yourself or someone other than the two directors named by management on this voting instruction form (“VIF”) as your proxyholder to attend and vote at the Meeting, (i) YOU MUST return your VIF by mail, fax or email or submit your appointment and voting instructions using the internet AND (ii) YOU OR YOUR PROXYHOLDER MUST ALSO either complete the online form available at https://www.tsxtrust.com/control-number-request or call TSX Trust Company (“TSX Trust at 1-866-751-6315 (toll free in Canada and the United States) or 1-416-682-3860 (other countries) by no later than 10:00 a.m. (Eastern Daylight Time) on September 6, 2024 to register yourself or your proxyholder and provide an email address at which TSX Trust will send a 13-digit proxyholder control number 24 to 48 hours before the Meeting. As it is not possible to appoint a person other than the two directors named by management on this VIF by telephone, voting by telephone is not recommended.

The proxyholder control number you or your proxyholder will receive via email will allow you or your proxyholder to attend and vote at the Meeting. Without such proxyholder control number, you or your proxyholder will only be able to attend the Meeting as a guest and will not be able to vote or ask questions and your vote will not be counted as a proxyholder must attend the Meeting for your vote to be counted.

The control number appearing on this VIF is NOT a proxyholder control number and may therefore not be used by you or your proxyholder to attend and vote at the Meeting.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

Please use a dark black pencil or pen.

1. Election of Directors:

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FOR WITHHOLD FOR WITHHOLD
1. Dana Ades-Landy 6. Paul Raymond
2. André P. Brosseau 7. Ghyslain Rivard
3. Robert Comeau 8. C. Lee Thomas
4. Ines Gbegan 9. Pierre Turcotte
5. Lucie Martel
2. Appointment of the Auditor:
FOR WITHHOLD
To appoint KPMG LLP as auditor of the Company and authorize the Board to fix their remuneration.
3. Long Term Incentive Plan:
FOR AGAINST
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2. Appointment of the Auditor:

3. Long Term Incentive Plan:

To adopt the ordinary resolution to approve the unallocated awards under the Company’s Long Term Incentive Plan, as further described in the management information circular.

Under Canadian securities laws, you are entitled to receive certain financial documents of the Company. If you wish to receive such documents, please tick the applicable boxes below. You may also go to TSX Trust’s website at https://services.tsxtrust.com/financialstatements and input code 0417a.

  •  I/we would like to receive the Company’s quarterly financial statements and the related management’s discussion and analysis

 I/we would like to receive the Company’s annual financial statements and the related management’s discussion and analysis

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any voting instructions previously given with respect to the Meeting. If no voting instructions are indicated above, the shares’ voting rights represented by this VIF will be voted as recommended by management or, if you appoint someone else as your proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize my/our proxyholder to vote as such proxyholder sees fit.

Signature(s) Date

Please see reverse for instructions. If this VIF is not dated, it will be deemed to bear the date on which it was mailed by management. All VIFs must be received by TSX Trust Company by 10:00 a.m. (Eastern Daylight Time) on September 6, 2024.

Voting Instruction Form (“VIF”) – Annual General and Special Meeting of Shareholders of Alithya Group inc. (the “Company”) to be held at 10:00 a.m. (Eastern Daylight Time) on September 10, 2024 (the “Meeting”) This VIF is solicited by and on behalf of management.

Notes

  1. The enclosed proxy-related materials are being sent to you in connection with the Meeting of the Company, of which you hold shares through an intermediary, and which will be held in a virtual format via live webcast online at https://web.lumiagm.com/482605375 . As you are a non-registered shareholder, unless you appoint the persons named by management on this VIF as your proxyholder to represent you at the Meeting and vote on your behalf as per your voting instructions, you must appoint yourself or someone else as your proxyholder and attend or have such other person attend the Meeting using a proxyholder control number for your vote to be counted.

  2. Your intermediary is prohibited from voting your shares on any of the matters to be acted upon at the Meeting. In order for your shares to be voted at the Meeting, it is necessary for you to appoint a proxyholder and submit your voting instructions. Please promptly complete and return the information requested in this VIF to provide your voting instructions or vote using the internet or by telephone as indicated below.

  3. If you want to attend the Meeting and vote in person, please write your name in the space provided for that purpose on this VIF. You can also write the name of someone else whom you wish to attend the Meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to vote on all matters that are presented at the Meeting, even if those matters are not set out in this VIF or in the management information circular. Consult a legal advisor if you wish to modify the authority of that person in any way.

  4. If the shares are registered in the name of more than one shareholder, at least one of the shareholders must sign this VIF. If the shares are registered in the name of a corporation or other legal entity, an authorized officer or attorney must sign this VIF and indicate his or her signing capacity. This person may be requested to provide proof that he or she is authorized to sign.

5. The shares’ voting rights represented by this VIF will be voted as instructed by you on the reverse. If, however, instructions are not made in respect of any matter, the shares’ voting rights represented by this VIF will be voted as recommended by management, if the persons named by management are appointed as your proxyholder, or, if they are not, as such other proxyholder sees fit.

  1. This VIF confers discretionary authority to the proxyholder to vote as the proxyholder sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the Meeting or any adjournment thereof.

  2. Your voting instructions will be recorded on receipt.

  3. By providing voting instructions, you are acknowledging that you are the beneficial owner of, and are entitled to direct the voting of, the shares represented by this VIF.

  4. If you have any questions regarding the enclosed documents or require assistance, please contact the registered representative at your intermediary who services your account or TSX Trust at 1-800-387-0825 or by email at [email protected].

  5. This VIF should be read in conjunction with the management information circular and other Meeting materials.

All voting instructions must be received by 10:00 a.m. (Eastern Daylight Time) on September 6, 2024.

How to Vote

TELEPHONE

INTERNET TELEPHONE Go to https://www.meeting-vote.com Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada and the United States) Cast your vote online and an agent will assist you to vote by telephone. View Meeting documents To vote using your smartphone, please scan this QR Code:

To vote by internet or telephone you will need your control number. If you vote by internet or telephone, DO NOT return this VIF.

MAIL, FAX OR EMAIL

Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1

You may alternatively fax your VIF to 1-416-595-9593 or scan and email it to [email protected].

Voting by internet, mail, fax or email are the only methods by which a holder may appoint a person as proxyholder other than the proxyholders named on the reverse of this VIF.