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GDI Integrated Facility Services Inc. Proxy Solicitation & Information Statement 2026

Jan 27, 2026

45075_rns_2026-01-27_e0a578ad-3771-4cf5-8190-04d1eda8727f.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 "Corporation"), hereby appoint Michael Boychuk, director, or failing him, Richard G. Roy, director, or failing him, Suzanne Blanchet, director 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 directions set out below (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 Special Meeting of Shareholders of the Corporation (the "Meeting") to be held at 9:30 a.m. (Eastern time) on Monday, February 23, 2026, that will be held at St. James Club, Room Midway, located at 1145 Union Avenue, Montréal, Québec, H3B 3C2 and at any and all postponements or adjournments thereof in the same manner, to the same extent and with the same powers as if the undersigned was/were personally present, with full power of substitution.

VOTING RECOMMENDATION IS INDICATED BY HIGHLIGHTED TEXT OVER THE BOX. Please use a dark black pencil or pen.

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 proxy will be voted FOR a matter by management'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 before the Meeting, I/We authorize you to vote as you see fit.

Signature(s)

Date

1. Arrangement Resolution

To consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix C attached to the accompanying management information circular (the "Circular"), approving a statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act involving the Corporation and 17567308 Canada Inc., an entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc., as more particularly described in the Circular.

FOR AGAINST

Please sign exactly as your name(s) appears on this proxy. Please see reverse for instructions. All proxies must be received by no later than 9:30 a.m. (Eastern time) on Thursday, February 19, 2026 (or not later than 48 hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened meeting if the Meeting is adjourned or postponed).


Proxy Form – Special Meeting of Shareholders of GDI Integrated Facility Services Inc. to be held on February 23, 2026

Notes to Proxy

  1. 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.

  2. 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.

  3. Some holders may own securities as both a registered and a beneficial holder; in such case you may receive more than one copy of the 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 voting instructions 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.

  4. 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 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 Corporation's management.

TMX | TSX Trust

How to Vote

INTERNET TELEPHONE
Go to www.meeting-vote.com
Cast your vote online by following the instructions on the screen. Use any touch-tone phone, call toll-free in Canada and United States 1-888-489-7352 and an agent will help you vote online

To vote by telephone or Internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX OR EMAIL

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

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

  • You may alternatively fax your proxy to 1-416-607-7964 or scan and email to [email protected].

An undated proxy is deemed to be dated on the day it was mailed by management to you.

All proxies must be received by no later than 9:30 a.m. (Eastern time) on Thursday, February 19, 2026 (or not later than 48 hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened meeting if the Meeting is adjourned or postponed).