Alithya Group inc. — Proxy Solicitation & Information Statement 2021

Aug 12, 2021

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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, 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 following matters 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 Wednesday, September 15, 2021, in a virtual-only format via a live audio webcast online at https://web.lumiagm.com/459224608 (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 WHO 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 as your proxyholder to attend and vote at the Meeting, YOU MUST return your voting instruction form by mail, fax or email or submit your appointment and voting instructions using the Internet AND YOU OR YOUR PROXYHOLDER MUST ALSO either complete the online form available at https://lp.astfinancial.com/ControlNumber or call AST at 1-866-751-6315 (toll free in Canada and the United States) or 1-212-235-5754 by 10:00 a.m. (Eastern Daylight Time) on September 13, 2021 to register yourself or your proxyholder by providing an email address at which AST will send a 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 form of proxy by telephone, voting by telephone is not recommended.

The proxyholder control number you or your proxyholder will receive will allow you or your proxyholder to attend and vote at the Meeting. Without a 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 voting instruction form 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:

FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD	FOR WITHHOLD FOR WITHHOLD
1. Dana Ades-Landy				6. Paul Raymond
2. Robert Comeau				7. James B. Renacci
3. Mélissa Gilbert				8. Ghyslain Rivard
4. Lucie Martel				9. C. Lee Thomas
5. Pierre Karl Péladeau				10. Pierre Turcotte
Appointment of the Auditor: FOR WITHHOLD

2. Appointment of the Auditor:

To appoint KPMG LLP as auditor of the Company and authorize the Board to fix their remuneration.

3. Long Term Inventive 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.

4. Stock Option Plan:

FOR	AGAINST
FOR	AGAINST

To adopt the ordinary resolution to approve the amendment and restatement of Pre-IPO Alithya’s Stock Option 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 AST Trust Company (Canada)’s website at https://ca.astfinancial.com/InvestorServices/FinancialStatements?lang=en 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 proxy previously given with respect to the Meeting. If no voting instructions are indicated above, 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 AST Trust Company (Canada) by 10:00 a.m. (Eastern Daylight Time) on September 13, 2021.

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 15, 2021 (the “Meeting”)

This voting instruction form 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 the intermediary identified above, and which will be held in a virtual-only format via live webcast online at https://web.lumiagm.com/459224608. As you are a non-registered shareholder, unless you vote by appointing the persons named by management on this voting instruction form as your proxyholder, 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 to AST 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 place 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. If the shares are registered in the name of a corporation or other legal entity, an authorized officer or attorney must sign 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 of your VIF.

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 help, please contact the registered representative at your intermediary who services your account or AST Trust Company (Canada) at 1-800-387-0825 or by email at inquiries@astfinancial.com.

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

All VIFs must be received by 10:00 a.m. (Eastern Daylight Time) on September 13, 2021.

How to Vote

VOTE USING THE INTERNET OR BY TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK!

INTERNET

Go to www.astvotemyproxy.com Cast your vote online View Meeting documents

To vote using your smartphone, please scan this QR Code:

TELEPHONE

Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada and the United States) and follow the voice instructions.

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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:

AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

You may alternatively fax your VIF to 1-866-781-3111 (toll free in Canada and the United States) or 1-416-368-2502 or scan and email it to proxyvote@astfinancial.com.

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 voting instruction form.