Mr. David Hinchey reports

GDI INTEGRATED FACILITY SERVICES INC. REITERATES COMPELLING REASONS TO VOTE IN FAVOUR OF THE PROPOSED TRANSACTION

GDI Integrated Facility Services Inc. has reiterated the compelling reasons to vote in favour of the previously announced plan of arrangement, pursuant to which an entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc. will acquire all the issued and outstanding subordinate voting shares of the company (other than those beneficially owned by Birch Hill) for $36.60 in cash per share, subject to customary closing conditions, pursuant to an arrangement agreement entered into between the company and the purchaser on Dec. 22, 2025, to be submitted for approval at the special meeting of the holders of subordinate voting shares and multiple voting shares of the company.

As shareholders consider their vote on the arrangement at the special meeting to be held on Feb. 23, 2026, GDI would like to remind them of the following:

• The consideration represents a compelling 25-per-cent premium to the closing price on Dec. 22, 2025, and a 30-per-cent premium to the 20-day volume-weighted average trading price of the subordinate voting shares on the Toronto Stock Exchange for the period ending on Dec. 22, 2025.
• The consideration implies a compelling acquisition multiple for the company at 10.5 times enterprise value/pro forma adjusted earnings before interest, taxes, depreciation and amortization (removing the impact of international financial reporting standard 16 as fully described in the circular (as defined hereafter) and pro forma for the acquisition of performance environmental services).
• The arrangement was reviewed and supported by a special committee of independent directors of GDI's board of directors.
• The arrangement provides shareholders with certainty of value and liquidity.
• The arrangement is supported by an independent formal valuation and a fairness opinion by Scotia Capital Inc., an independent, qualified and reputable financial adviser.

The foregoing is more fully described in GDI's management information circular and related materials filed on Jan. 27, 2026.

The board (with interested directors abstaining) unanimously recommends that shareholders vote in favour of the arrangement.

GDI would also like to provide the following information regarding certain elements of the arrangement.

Enterprise value multiple

The consideration of $36.60 per share implies a compelling acquisition multiple for the company at 10.5 times enterprise value/pro forma adjusted EBITDA for fiscal 2025 (removing the impact of IFRS 16 as fully described in the circular and pro forma for the acquisition of PES). This multiple is in line with GDI's historical average forward trading multiple over the past 10 years (including peak COVID-19 years), demonstrating that the proposed consideration is not opportunistic but rather very reasonable considering the company's historical valuation profile and current prospects.

Moreover, when considering today's higher cost of capital context, relative to the earlier postinitial public offering period, the consideration's implied valuation multiple fully underscores the compelling proposition of the arrangement to shareholders. The consideration reflects a full and justified price that captures the company's realistic long-term prospects under a normalized context away from extraordinary highs created notably by COVID-19, which temporarily inflated sector performance and overall multiples.

Potential acquisitions as part of formal valuation

The public markets have become increasingly reluctant to support higher leverage levels and non-standard transactions such as turnaround and restructuring opportunities required for GDI to continue its acquisition driven growth strategy. Maintaining a balance between growth and the leverage ratios acceptable to public market investors imposes real constraints on GDI's ability to deploy capital efficiently. This reluctance toward indebtedness, combined with strict expectations on short-term financial metrics, limits support for transactions that are strategically compelling but temporarily increase leverage or impact short-term financial metrics such as organic growth or EBITDA margin. Post-COVID-19 inflationary pressures and higher interest rates further compound this, making it increasingly difficult for GDI, as a public issuer, to execute acquisitions at the pace necessary to sustain its long-term growth trajectory.

Due to changes in the economic and macroeconomic climate, completing acquisitions have become more complicated. Given GDI's specific context, it has become more challenging to reasonably predict future acquisitions. While GDI has historically been more active in acquisitions, formal valuations typically exclude unidentified transactions due to their unpredictable nature and associated financing considerations. The challenges in forecasting the specifics such as price, size, timing, financing and overall integration impact justify this exclusion from a formal valuation perspective. Historically, GDI's acquisitions have varied widely in terms of frequency, scale, purchase price and respective financial impact. There is also uncertainty around the positive or negative impact of future acquisitions, which could impact value.

Moreover, as GDI has grown in size, the effect of individual small- to mid-sized acquisitions, which historically drove a significant portion of its growth, is now less impactful on a consolidated basis, further reducing the relevance to ascribe meaningful value to hypothetical future acquisitions in a formal valuation. From an execution standpoint, there are uncertainties as to GDI's ability to continue executing and financing future acquisitions in a cost-effective manner under the current merger-and-acquisition market context.

For these reasons, it was deemed appropriate and standard that the formal valuation excludes future unidentified M&A opportunities.

Negotiations and review process conducted by the special committee

The arrangement emerged from a proposal from Birch Hill to fully acquire the company through a take-private transaction. The rollover shareholders indicated to the company and the special committee that they did not intend to support any alternative transaction or sell any of their shares in the company. As a result, the company did not conduct a public solicitation process or a formal market check. Such a process would have introduced unnecessary delays and heightened execution risk.

In that context, the special committee, in consultation with experienced, qualified and independent financial and legal advisers, undertook robust, arm's-length negotiations with the purchaser. As a result of rigorous and thorough negotiation process, the consideration was substantially increased several times from $34 to $36.60 per share.

In parallel, the arrangement was reviewed and evaluated by the special committee relative to other strategic alternatives reasonably available to GDI, including continuing to operate as an independent publicly traded company. In the view of the special committee and the board, after consulting with and receiving the advice of its advisers, and based upon their knowledge of the business, affairs, operations, assets, liabilities, financial condition, results of operations and prospects of the company, and the current and prospective environment in which it operates, it was determined that the arrangement is an attractive proposal for the shareholders relative to the other strategic alternatives, including the status quo. In the view of the special committee and the board, the arrangement provides more immediate value to shareholders on a risk-adjusted basis than what is expected to be realizable by the company as a stand-alone publicly traded entity in the foreseeable future, considering the company's historical and projected financial performance and current and anticipated market, competitive and economic conditions.

Furthermore, the consideration was ultimately supported by an independent formal valuation range of $32 to $38.50, as well as a fairness opinion. The consideration being offered is meaningfully higher than the midpoint range of the independent formal valuation.

Ability to consider superior proposals

The arrangement preserves flexibility for the company to consider unsolicited acquisition proposals, and allows the board to change its recommendation to the shareholders under certain circumstances. Under the terms of the arrangement, GDI retains the ability to respond to superior proposals. Importantly, the terms of the arrangement do not prevent consideration of a superior proposal, and the associated break fees are reasonable and customary and purposefully structured to balance optionality with closing certainty, ensuring shareholders remain fully protected even in a no-shop context.

Since the public announcement of the arrangement on Dec. 23, 2025, no superior proposals have been made to GDI as of the date of this release.

Details about GDI'S special meeting of shareholders

The meeting is scheduled to be held in person on Monday, Feb. 23, 2026, at 9:30 a.m. Eastern Time at St. James Club, Room Midway, located at 1145 Union Ave., Montreal, Que., H3B 3C2. Shareholders of record as of Jan. 20, 2026, are entitled to receive notice of and vote at the meeting. Shareholders are urged to vote well in advance of the meeting and, in any event, prior to the proxy voting deadline of 9:30 a.m. Eastern Time on Feb. 19, 2026 (or, if the meeting is adjourned or postponed, no later than 48 hours, excluding Saturdays, Sundays and statutory holidays, before any reconvened meeting).

The circular provides important information on the arrangement and related matters, including voting procedures, the meeting and instructions for shareholders unable to attend the meeting. Shareholders are urged to read the circular and accompanying materials carefully and in their entirety. The mailing of the circular and accompanying materials to shareholders of record as of Jan. 20, 2026, has commenced, and the materials are available on SEDAR+ or on the company's website.

Shareholder questions and voting assistance

Shareholders who have questions about the information contained in the circular or require assistance with voting or in completing the form of proxy or voting instruction form should contact Sodali & Co., GDI's shareholder communications adviser and proxy solicitation agent, by toll-free phone call in North America to 1-833-711-4834 or to 1-289-695-3075 for banks, brokers and callers outside of North America or by e-mail at assistance@investor.sodali.com.

About GDI Integrated Facility Services Inc.

GDI is a leading integrated commercial facility service provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types, including office buildings, educational facilities, distribution centres, industrial facilities, health care establishments, stadiums and event venues, hotels, shopping centres, airports, and other transportation facilities. GDI's commercial facility services capabilities include commercial janitorial and building maintenance, energy advisory and system optimization, the installation, maintenance and repair of heating, ventilation, air conditioning and refrigeration, and mechanical, electrical and building automation systems, as well as other complementary services such as janitorial products manufacturing. GDI's subordinate voting shares are listed on the Toronto Stock Exchange.

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