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

Jan 27, 2026

GDI

Integrated

Facility Services

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that, pursuant to an interim order of the Superior Court of Québec (Commercial Division) (the "Court") dated January 22, 2026 (as the same may be amended, the "Interim Order"), a special meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares (the "Subordinate Voting Shares") and multiple voting shares (the "Multiple Voting Shares" and, together with the Subordinate Voting Shares, the "Shares") of GDI Integrated Facility Services Inc. (the "Corporation" or "GDI") will be held in person on Monday, February 23, 2026 at 9:30 a.m. (Eastern time).

When	Where
DATE: February 23, 2026 9:30 a.m. (Eastern time)	IN PERSON at: St. James Club, Room Midway 1145 Union Avenue, Montréal, Québec, H3B 3C2

The Meeting will be held for the following purposes:

1. to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement 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 (the "Arrangement") pursuant to Section 192 of the Canada Business Corporations Act (the "CBCA") involving the Corporation and 17567308 Canada Inc. (the "Purchaser"), an entity affiliated with Birch Hill Equity Partners Management Inc. ("Birch Hill") and Gestion Claude Bigras Inc. ("GCB"), as more particularly described in the Circular; and
2. to transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Meeting will be held in person at St. James Club, Room Midway, located at 1145 Union Avenue, Montréal, Québec, H3B 3C2.

Shareholders are entitled to vote at the Meeting in person or by proxy, with the holders of Subordinate Voting Shares being entitled to one (1) vote per Subordinate Voting Share and the holders of Multiple Voting Shares being entitled to four (4) votes per Multiple Voting Share, provided that the articles of the Corporation provide that, if the number of votes attaching to all issued and outstanding Multiple Voting Shares, as a percentage of the total number of votes attaching to all issued and outstanding Shares, exceeds 40% at any given time, the votes attached to each Multiple Voting Share will automatically decrease proportionately such that the Multiple Voting Shares as a class do not carry more than 40% of the aggregate votes attached to all issued and outstanding Shares. The Board of Directors of the Corporation has fixed January 20, 2026 as the record date for determining Shareholders who are entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof. Only Shareholders whose names have been entered in the register of the Corporation as at the close of business on such date will be entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof.

Whether or not you are able to attend the Meeting, Shareholders are strongly encouraged to vote in advance electronically, by telephone, by mail or by fax, by following the instructions set out on the form of proxy or voting instruction form, as applicable, which accompanies this Notice of Special Meeting of Shareholders. Detailed instructions on how to complete and return proxies and voting instruction forms are provided starting on page 23 of the Circular. Proxies must be received by the Corporation's transfer agent, TSX Trust Company, at Proxy Department, P.O. Box 721, Agincourt, Ontario, Canada M1S 0A1, not later than 9:30 a.m. (Eastern time) on February 19, 2026 (or not later than forty-eight (48) hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened meeting if the Meeting is adjourned or postponed). Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may also be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

---

Shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (each, an "Intermediary"), should carefully follow the instructions set forth in the enclosed voting instruction form to ensure that their Shares are voted at the Meeting in accordance with such Shareholder's instructions, to arrange for their Intermediary to complete the necessary transmittal documents and to ensure that they receive payment for their Shares if the Arrangement is completed.

The voting rights attached to the Shares represented by a proxy in the enclosed form of proxy will be voted in accordance with the instructions indicated thereon. If no instructions are given, the voting rights attached to such Shares will be voted FOR the Arrangement Resolution.

Pursuant to and in accordance with the plan of arrangement pertaining to the Arrangement (the "Plan of Arrangement") attached as Appendix B to the accompanying Circular, the Interim Order and the provisions of Section 190 of the CBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court), registered Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Shares (less any applicable withholdings) (the "Dissent Rights"). Dissent Rights are more particularly described in the accompanying Circular. A registered Shareholder who wishes to exercise Dissent Rights must deliver to the Corporation a written notice informing the Corporation of such Shareholder's intention to exercise Dissent Rights (the "Dissent Notice"), which Dissent Notice must be received by the Corporation at its head office located at 695, 90th Avenue, LaSalle, Québec, H8R 3A4, Attention: Christian Marcoux, Senior Vice President, Chief Legal Officer and Secretary, with a copy to Fasken Martineau DuMoulin LLP at 800 Square Victoria, Montréal, Québec, H3C 0B4, Attention: Mtre Brandon Farber, not later than 5:00 p.m. (Eastern time) on February 19, 2026 or not later than 5:00 p.m. (Eastern time) on the business day that is two (2) business days (excluding Saturdays, Sundays and statutory holidays) immediately preceding the date that any adjourned or postponed Meeting is reconvened or held, as the case may be. Failure to strictly comply with the requirements set forth in the CBCA (as modified or supplemented by the Interim Order, the Plan of Arrangement and any other order of the Court) may result in the loss of Dissent Rights. Anyone who is a beneficial owner of Shares registered in the name of an Intermediary and who wishes to exercise Dissent Rights should be aware that only registered Shareholders are entitled to exercise Dissent Rights. Accordingly, a non-registered Shareholder who desires to exercise Dissent Rights must make arrangements for the Shares beneficially owned by such holder to be registered in the name of such holder prior to the time the Dissent Notice is required to be received by the Corporation or, alternatively, make arrangements for the registered Shareholder of such Shares to exercise Dissent Rights on behalf of such Shareholder. It is recommended that you seek independent legal advice if you wish to exercise Dissent Rights.

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

Dated at LaSalle, Province of Québec, Canada, this 22nd day of January, 2026.

By order of the Board of Directors,

(s) Christian Marcoux

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