GDI Integrated Facility Services Inc. — Proxy Solicitation & Information Statement 2025

Apr 9, 2025

GDI

Integrated

Facility Services

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT GDI Integrated Facility Services Inc. (the "Company") will hold its annual meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares and multiple voting shares (the "Shares").

When	Where
DATE: May 9, 2025 9:00 a.m. (Eastern Time)	IN PERSON at: St. James Club, Room Midway – 1145 Union Ave., Montréal, QC, H3B 3C2

This year, the Company has decided to hold an in-person Meeting, where all Shareholders and duly appointed proxyholders, will be able to attend, participate, vote and ask questions at the Meeting. For more information on how to participate, vote and ask questions, please see section "General Information – Voting Information" in the management information circular of the Company dated March 28, 2025 (the "Circular").

At the Meeting, Shareholders will:

Business of the Meeting	For more details
1. RECEIVE the consolidated financial statements of the Company for the fiscal year ended December 31, 2024, together with the notes thereto, and the independent auditor's report thereon (the “2024 Financial Statements”);	See subsection “Receipt of Financial Statements” under the “Business of the Meeting” section of the Circular.
2. ELECT each of the directors nominated to serve on our Board of Directors until the next annual meeting of shareholders or until their successors are elected or appointed;	See subsection “Election of Directors” under the “Business of the Meeting” section of the Circular.
3. APPOINT the independent auditor of the Company until the next annual meeting of shareholders and authorize the directors of the Company to fix their remuneration;	See subsection “Appointment of the Company's Auditor” under the “Business of the Meeting” section of the Circular.
4. CONSIDER such other business, if any, that may properly come before the Meeting or any adjournment thereof.	Information respecting the use of discretionary authority to vote on any such other business may be found under the “General Information – Voting Information” section of the Circular.

As a Shareholder of the Company, it is very important that you read this material carefully and then vote your Shares.

The Circular may be accessed on www.meetingdocuments.com/tsxt/GDI or on SEDAR+ under the Company's profile at www.sedarplus.ca, and provides Shareholders with additional information relating to

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the matters to be dealt with at the Meeting. Also enclosed is a form of proxy for the Meeting. The 2024 Financial Statements and the related management's discussion and analysis (the "2024 Financial Report"), may also be accessed on www.meetingdocuments.com/tsxt/GDI or on SEDAR+ under the Company's profile at www.sedarplus.ca.

Notice-and-Access

This year again, the Company has decided to use the "notice-and-access" mechanism permitted by the Canadian securities regulators and applicable securities laws to deliver to both registered and non-registered Shareholders, the Circular and other proxy-related materials prepared in connection with the Meeting. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR+ and one other website, rather than mailing paper copies of such materials to Shareholders. Notice-and-access substantially reduces the Company's printing and mailing costs and is environmentally friendly as it reduces paper and energy consumption which is in line with the Company's ESG objectives.

Under notice-and-access, instead of receiving the Circular with the form of proxy or voting instruction form and the 2024 Financial Report (together with the Circular, the "Meeting materials") by mail, Shareholders receive a notice with instructions on how to access the Meeting materials online. The Meeting materials are available online at www.meetingdocuments.com/tsxt/GDI and on SEDAR+ under the Company's profile at www.sedarplus.ca.

Shareholders are advised to review the Meeting materials prior to voting.

How to request a paper copy of the Meeting materials:

Before the Meeting

Shareholders who wish to receive a paper copy of the Meeting materials, at no charge, at any time before the Meeting may request such printed copies by calling the numbers hereunder.

To ensure that the Meeting materials are received in advance of the voting deadline and Meeting date, all requests should be received no later than 5:00 p.m. (Eastern time) on April 25, 2025.

Please note that if you request a paper copy of the Meeting materials, you will not receive another form of proxy or voting information form, so you should retain the current original form sent to you to vote your Shares.

For shareholders with a 13-digit control number (indicated on the form of proxy or voting instruction form):	For shareholders with a 16-digit control number (indicated on the voting instruction form):
North America: 1-888-433-6443	North America: 1-888-433-6443
Outside of North America: 416-682-3801	Outside of North America: 416-682-3801

After the Meeting

To obtain paper copies of the Meeting materials after the Meeting date, please call at 1-888-433-6443 (North America) or 416-682-3801 (outside of North America).

Attendance and voting at the Meeting:

The Company's Board of Directors has fixed the close of business on March 26, 2025, as the record date (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at, the Meeting, or any postponement or adjournment thereof. No person who becomes a Shareholder of record after the Record Date will be entitled to vote at the Meeting or any postponement or adjournment thereof.

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Registered Shareholders and duly appointed proxyholders will be able to attend, vote and ask questions at the Meeting (see section "General Information- Voting Information").

Non-registered Shareholders who have not duly appointed themselves as their proxyholder and registered with the Company's transfer agent, TSX Trust Company ("TSX Trust"), will be able to attend the Meeting only as a guest, but will not be able to vote or ask questions at the Meeting.

Registered Shareholders	Non-Registered Shareholders
You are a “registered Shareholder” if your Shares are held in your name.	You are a “non-registered Shareholder” if your Shares are listed in an account statement provided to you by an intermediary.
If you are a non-registered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST submit your voting instruction form identifying yourself as proxyholder.
Non-registered Shareholders whose Shares are registered in the name of an intermediary should carefully follow the voting instructions provided by the intermediary or as described in the Circular.

Proxy voting:

Registered Shareholders who are unable to be present at the Meeting and who wish to appoint a person (who need not be a Shareholder) other than persons designated by the Company on the form of proxy to represent them at the Meeting, may do so by inserting such person's name in the blank space provided in the form of proxy and, by returning the completed form of proxy in the pre-addressed return envelope provided for that purpose to TSX Trust no later than 5:00 p.m. (Eastern Time) on May 7, 2025.

Shareholders who have voted by proxy may still attend the Meeting (see section "General Information – Voting Information – How to attend the Meeting"). The Company reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice.

Non-registered Shareholders should carefully follow the instructions of their nominees to ensure their Shares are voted at the Meeting.

Questions:

Shareholders are invited to participate in the Meeting as there will be an opportunity to ask questions, engage with other shareholders and with management of the Company. At the Meeting, the Company will also report on its business results for the fiscal year ended December 31, 2024.

If you have any questions regarding this Notice of Meeting, the notice-and-access mechanism or the Meeting, please contact TSX Trust at 1-800-387-0825 (North America) or by email at shareholderinquiries@tmx.com.

Dated at the city of LaSalle, in the Province of Québec, this 28th day of March 2025.

By order of the Board of Directors,

Christian Marcoux,
Senior Vice President, Chief Legal Officer and Secretary