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GDI Integrated Facility Services Inc. — Proxy Solicitation & Information Statement 2025
Apr 9, 2025
45075_rns_2025-04-08_9def932a-995c-4ef7-aca4-3c4edcdbef76.pdf
Proxy Solicitation & Information Statement
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GDI
Integrated
Facility Services
TMX
TSX Trust
Appointment of Proxyholder
I/We, being holder(s) of Multiple Voting Shares of GDI Integrated Facility Services Inc. (the "Company"), hereby appoint Claude Bigras, or failing him, Charles-Etienne Girouard, or
Print the name of the person you are appointing if this person is someone other than the individuals listed above
as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below directions (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual Meeting of Shareholders of the Company (the "Meeting") to be held at 9:00 a.m. (Eastern Time) on Friday, May 9, 2025, in person at St. James Club, Room Midway, 1145 Union Ave., Montréal, Québec, H3B 3C2, and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
Please use a dark black pencil or pen.
- Election of Directors
| FON | AGAINST | PON | AGAINST |
|---|---|---|---|
| 1. David G. Samuel | ☐ | 4. Michael Boychuk | ☐ |
| 2. Claude Bigras | ☐ | 5. Anne Ristic | ☐ |
| 3. Suzanne Blanchet | ☐ | 6. Richard Roy | ☐ |
- Appointment of the Company's Auditor
| PON | WITHHOLD |
|---|---|
| ☐ | ☐ |
Appointment of KPMG LLP as independent auditor of the Company and authorize the directors of the Company to fix their remuneration
Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please mark the applicable boxes below. Please note if you do not mark the appropriate box, you will not receive any documents from the Company. You may also go to TSX Trust's website https://services.tsxtrust.com/financialstatements and input code 2471a.
☐ I would like to receive quarterly financial statements
☐ I would like to receive annual financial statements
I/We hereby 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 Proxy will be voted FOR a matter by the Company's appointees or, if you appoint another 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 you to vote as you see fit.
Signature(s)
Date
Please sign exactly as your name(s) appear on this Proxy. Please see reverse for instructions. All proxies must be received by 5:00 p.m. (Eastern Time) on May 7, 2025.
Proxy Form (“Proxy”) – Annual Meeting of Shareholders of GDI Integrated Facility Services Inc. (the “Company”) to be held on Friday, May 9, 2025 (the “Meeting”)
Notes to Proxy
- This Proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this Proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this Proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.
- If the securities are registered in the name of an executor, administrator, or trustee, please sign exactly as your name appears on this Proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this Proxy.
- Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Management Information Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary, or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.
- If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.
All holders should refer to the Company's Management Information Circular for further information regarding completion and use of this Proxy and other information pertaining to the Meeting.
This Proxy is solicited by and on behalf of the Company's management.
All proxies must be received by 5:00 p.m. (Eastern Time) on May 7, 2025.
How to Vote
| INTERNET | TELEPHONE |
|---|---|
| • Go to www.meeting-vote.com | |
| • Cast your vote online | |
| • View Meeting documents | Use any touch-tone phone, call toll free in Canada and United States 1-888-489-7352, an agent will help you vote online. |
To vote by Internet or telephone you will need your control number. If you vote by Internet or telephone, do not return this Proxy.
To vote using your smartphone, please scan this QR Code:

MAIL, FAX OR EMAIL
- Complete, sign, and return your Proxy in the envelope provided or send to:
TSX Trust Company
P.O. Box 721
Agincourt, Ontario M1S 0A1
You may alternatively fax your Proxy to 416-595-9593 or scan and email to [email protected].
An undated Proxy is deemed to bear the date on which it is mailed by the Company's management to you.
If you wish to receive investor documents electronically in the future, please visit www.tsxtrust.com/edelivery to enrol.