Mr. David Hinchey reports

INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS RECOMMEND SHAREHOLDERS VOTE FOR THE GDI ANNOUNCED PLAN OF ARRANGEMENT

Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC have each concluded and are recommending that GDI Integrated Facility Services Inc. shareholders vote for 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.

In arriving at their respective recommendations for shareholders to vote for the arrangement:

• ISS stated, "The [arrangement] makes strategic sense due to the certain liquidity provided by the premium cash consideration as well as the non-approval risk"; and
• Glass Lewis stated, "The fundamental procedural and quantitative architecture suggests the proposed cashout represents a reasonable risk-adjusted exit for unaffiliated investors at this juncture."

ISS and Glass Lewis are leading independent proxy voting and corporate governance advisory firms whose shareholder voting recommendations and analysis are subscribed to and are relied upon by many major institutional holders and influences certain pension funds, investment managers, mutual funds and other institutional shareholders vote.

Act now and vote today. Shareholders are encouraged to deposit their proxies and vote for the arrangement ahead of the proxy deadline of Feb. 19, 2026, at 9:30 a.m. Eastern Time.

The special committee of independent directors of GDI's board of directors, having undertaken a thorough review of, and carefully considered, the terms of the arrangement and a number of other factors, and after consulting with outside legal and financial advisers, has unanimously recommended that the board of directors approve the arrangement and recommend that shareholders vote for the arrangement. After careful consideration, having taken into account such factors and matters as it considered relevant, including the special committee's unanimous recommendation, the board of directors (with interested directors abstaining) has determined that the arrangement is in the best interests of the company and is fair to the shareholders (other than the rollover shareholders), and has unanimously approved the arrangement and recommends that shareholders vote for the arrangement.

The terms of the arrangement are further described in the management information circular and related materials for the meeting, all of which are available on SEDAR+ or on the company's website.

Details about GDI'S special meeting of shareholders

The special meeting of shareholders is scheduled to be held in person on Feb. 23, 2026, at 9:30 a.m. Eastern Time, at St. James Club, Room Midway, located at 1145 Union Ave., Montreal, Que.

How to vote

GDI shareholders may vote using the method that applies to how their shares are held. Please vote well in advance of the Feb. 19, 2026, proxy deadline at 9:30 a.m. Eastern Time.

If you are a beneficial shareholder

(You hold your shares through a bank, broker or other intermediary)

The majority of beneficial shareholders will receive a voting instruction form from Broadridge Financial Solutions. You will have a 16-digit control number that can be used to vote:

• On-line: Visit the Proxy Vote website and follow the instructions using your 16-digit control number.
• By telephone: Call the telephone number listed on your VIF and follow the recorded instructions. You will need your 16-digit control number.

Beneficial shareholders who wish to attend the meeting in person must appoint themselves as proxyholder by following the instructions on their VIF.

If you are a registered shareholder

(You hold a physical share certificate or your shares are registered directly in your name)

You will have received a form of proxy with a 13-digit control number. You may vote your shares:

• On-line: Visit the Meeting Vote website and follow the instructions on the screen using your 13-digit control number.
• By telephone: Call 1-888-489-7352 (toll-free in Canada and the United States) and follow the instructions. You will need your 13-digit control number.
• By e-mail: Scan and e-mail your completed, dated and signed form of proxy to proxyvote@tmx.com.
• By fax: Fax your completed, dated and signed form of proxy to 416-607-7964.

Registered shareholders may also attend the meeting in person and register with the transfer agent upon arrival.

Need help voting?

Shareholders who have questions about voting their shares or require assistance may contact Sodali & Co., GDI's shareholder communications adviser and proxy solicitation agent:

• Toll-free (North America): 1-833-711-4834;
• Banks, brokers and outside of North America: 1-289-695-3075;
• E-mail: 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 service 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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