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CORPORATE GOVERNANCE

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Charter of the Board of directors of GDI Integrated Facility Services Inc. – May 14, 2015

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Charter of the Audit Committee of GDI Integrated Facility Services Inc. – May 22, 2015

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Charter of the Human Resources and Governance Committee of GDI Integrated Facility Services Inc. – May 14, 2015

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Code of Ethics – August 4, 2015

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Privacy Policy – GDI Group of Companies

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Supplement to the Code of Ethics – August 4, 2015

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KEY SECURITY HOLDER DOCUMENTS

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Item 1: Articles of Arrangement

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Item 2: Articles of Amalgamation

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Item 3: By-Laws

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Item 4: Majority Voting Policy

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Item 5: Advance Notice Policy

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Item 6: Position Descriptions

6A: Chair of the Audit Committee

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6B: Chair of the Board

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6C: Chair of the Human Resources & Governance Committee

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6D: Chief Executive Officer

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Item 7: Board of Directors Charter

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Item 8: Human Resources & Governance Committee Charter

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Item 9: Audit Committee Charter

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CONTACT

INVESTOR RELATIONS

David Hinchey
Senior Vice President, Strategic Development
514-368-8690 ext 282

PRIVACY OFFICER

Me Christian Marcoux
Senior Vice President, Chief Legal Officer & Secretary
514-368-1504

BOARD OF DIRECTORS

Since 1982, Mr. Bigras has spent his career in the construction, cleaning and facility maintenance industry. He joined GDI in 1994 and later became a major shareholder in 1998. Over the years, he has held many positions within GDI, and became President and CEO of GDI in December 2004. In his role as President and CEO, Mr. Bigras has overseen GDI’s significant organic and acquisition-based growth, leading GDI to become the largest facility services company in Canada, and one of the largest in North America. Through his leadership, perspective and experience, Mr. Bigras has driven the development of GDI’s key financial strategic planning and brings with him an exceptional track record of disciplined capital allocation and strategic acquisitions. Mr. Bigras holds certificates in Finance and Management from the École des Hautes Études Commerciales in Montréal.

Mrs. Blanchet is currently a professional corporate director. Between 1978 to 2017, Mrs. Blanchet served in various functions at Cascades Inc., a leader in the paper industry. She was president of Cascades Tissue Group from 1997 until 2014, at which time she was appointed Senior Vice-President, Corporate Development, a position she held until 2017. Mrs. Blanchet is well-known for her solid commitment to sustainable development. Her managerial talents and working knowledge of production have been instrumental in many significant projects, leading to Cascade Tissue Group’s expansion within Canada and multiple acquisitions in the United States to become the 4th largest tissue producer in North America. A woman of influence, Mrs. Blanchet sits on various Boards of Directors including Velan Inc., Solmax International Inc., EBI Environnement Inc. and BCI Foods Inc. Mrs. Blanchet acted as a director of Resolute Forest Products Inc. from 2019 to March 2023. In recognition of her achievements, the Université du Québec en Outaouais awarded Mrs. Blanchet an honorary doctorate in 2015. Mrs. Suzanne Blanchet studied accounting at the Université du Québec à Trois-Rivières and is member of the Institute of Corporate Directors.

Mr. Michael T. Boychuk is currently a professional corporate director. He was, from July 2009 to June 2015, President of Bimcor Inc., the pension fund investment manager for the Bell Canada group of companies. From 1999 to 2009, he was Senior Vice-President and Treasurer of BCE Inc. and Bell Canada, being responsible for all Treasury and Capital Markets activities of the BCE group of companies and, until 2005, he was also responsible for all mergers and acquisition activities. He joined BCE in 1997 as President and Chief Executive Officer of BCE Capital, the venture capital arm of BCE Inc. Mr. Boychuk began his career with KPMG (Peat Marwick) and later joined the Montreal Trust Company where he held progressively senior positions until 1993. He is currently a member of the board of directors of the Laurentian Bank of Canada (Chair of the Audit Committee), Telesat Corporation (Chair of the Audit Committee), Corus Entertainment Inc. (Audit Committee), and Cadillac Fairview Inc. He is also a member of the Investment Advisory Committee of Nunavut Foundation and the McConnell Foundation. Mr. Boychuk is a graduate of McGill University and is currently a member of the University’s Board of Governors as well as past chair of its Audit and Investment Committee. He was appointed a fellow of the institute of Chartered Accountants (Quebec) in 2012 and received the Queen Elizabeth II Diamond Jubilee medal for outstanding public and community service in 2013.

Between 1998 and 2015, Mr. Roy served in various executive functions at Uni-Select Inc., a leader in the automotive aftermarket industry, an important automotive parts distributor and the largest independent paint distributor for automotive applications in North America. Mr. Roy has occupied an array of executive positions at Uni Select Inc. — from 1998 to 2007 he was the company’s Chief Financial Officer, in 2007 he was promoted to the position of Chief Operating Officer and, in 2008, to the position of President and Chief Executive Officer. In 2018, Mr. Roy joined the board of directors of Toromont Industries Ltd., a leading distributor of heavy equipment located in Ontario with an active presence in Eastern Canada. Mr. Roy was appointed Chair of the Board of Toromont in July 2021. Previously, he had served on the Audit committee of Toromont and had been the Chair of its Environmental, Social and Governance committee. Mr. Roy acted as a director of Dollarama Inc. from 2012 to 2021 and a director of Uni-Select Inc. from 2008 to 2021. For a significant part of his mandate at Dollarama Inc. and Uni-Select Inc., he also chaired the Audit committee. Mr. Roy holds a bachelor’s degree from École des Hautes Études Commerciales in Montréal and holds the FCPA-FCA designation.

Mr. Samuel joined Birch Hill in 2005. He serves on the Board of Polycor Inc. and Uni-Select Inc. He has also served on the Board of Directors of Aquaterra Corporation, Cozzini, Creation Technologies, EISI, Sigma Systems, Softchoice Corporation, and of Shred-it, where he served as Chair. Prior to joining Birch Hill, Mr. Samuel had over 15 years of experience in private equity, operations, consulting, and investment banking. Mr. Samuel’s experience includes serving as President of Rogers Cable (High-Speed Internet Access) and working at McKinsey & Company and Morgan Stanley. Mr. Samuel received his MBA from Harvard Business School and his HBA from the Richard Ivey School of Business, Western University.

Mrs. Ristic is a part owner and Chief Executive Officer of Agency Employment Services (“AES”), a boutique payroll, staffing and HR outsourcing business. Prior to joining AES in June 2022, Mrs. Ristic was a partner at Stikeman Elliott LLP from 1995 to 2021 and managed the firm’s largest office as Co-Managing Partner for over a decade. She is a recognized leader in the legal and professional services industry, with over 20 years’ experience leading growth, talent, strategy, and legal operations. Mrs. Ristic is a former sessional lecturer in advanced corporate law at Queen’s University and at the University of Western Ontario and is a frequent speaker on issues relating to management and operations. Mrs. Ristic has a Bachelor of Laws (LL.B.) from the University of Toronto and is a member of the Law Society of Ontario since 1986.

Mr. McGuire is the founder of Longwing Partners LLC, a private consulting firm. Prior to the establishment of his own firm, he was a senior professional at MAEVA Group, a turnaround and restructuring firm based in New York. From 1996 to 2020, Mr. McGuire resided in London, where he held a variety of senior-level positions in the financial services sector, including heading the European energy business at Goldman Sachs (1996 to 2000); leading the energy and UK businesses at J.P.Morgan (2000 to 2005) and serving as Co-Head of Corporate Finance and a Vice Chair at J.P.Morgan Cazenove (2005 to 2010). After leaving J.P.Morgan in 2010, Mr. McGuire became a partner at CCMP Capital, serving as head of Europe and member of the Investment Committee until 2013. At CCMP, Mr. McGuire was the partner on the Board of Directors of several portfolio companies, including Edwards Group, a NASDAQ-listed business that was later acquired. He then founded his own M&A advisory boutique, prior to his returning to the United States in 2020. McGuire currently serves on the Board of Blue Nord ASA, an Oslo listed company, where he sits on the ESG Committee. He received a B.A. from Boston College and an MBA from Harvard Business School.

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