Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Shareholders Vote FOR the GDI Announced Plan of Arrangement

Executive Summary

• Independent proxy advisory firms ISS and Glass Lewis recommend GDI shareholders vote FOR the previously announced plan of arrangement that will sell all outstanding subordinate voting shares (except those owned by Birch Hill) for $36.60 cash per share.
• The Special Committee of independent directors and GDI’s Board have unanimously approved the Arrangement and also recommend a FOR vote.
• The special shareholders’ meeting is scheduled for February 23, 2026, with proxy deadline on February 19, 2026.

Key Details

• Transaction: Purchase of all issued and outstanding subordinate voting shares (excluding Birch Hill‑owned shares) by an entity affiliated with Birch Hill Equity Partners Management Inc. and Gestion Claude Bigras Inc.
• Consideration: $36.60 cash per share for each subordinate voting share transferred.
• Advisors’ Rationale:
• ISS – “strategic sense due to liquidity provided by premium cash consideration and reduced non‑approval risk.”
• Glass Lewis – “reasonable risk‑adjusted exit for unaffiliated investors at this juncture.”
• Board & Committee Stance: Special Committee of independent directors and the Board (with interested directors abstaining) unanimously recommend approval and a FOR vote.
• Shareholder Voting Instructions:
• Proxy deadline: February 19, 2026, 9:30 a.m. ET.
• Beneficial shareholders receive a Voting Instruction Form from Broadridge; can vote online (www.proxyvote.com) or by telephone.
• Registered shareholders receive a proxy form with a 13‑digit control number; voting options include online (www.meeting-vote.com), telephone, email, or fax.
• Meeting Details: In‑person meeting on February 23, 2026, 9:30 a.m. ET at St. James Club, Room Midway, 1145 Union Avenue, Montréal, Québec.
• Contact for Voting Assistance: Sodali & Co (shareholder communications advisor) – toll‑free 1‑833‑711‑4834 (North America) or 1‑289‑695‑3075 (outside North America); email [email protected].

Notable Quotes

• ISS: “The Arrangement makes strategic sense due to the certain liquidity provided by the premium cash consideration as well as the non‑approval risk.”
• Glass Lewis: “The fundamental procedural and quantitative architecture suggests the proposed cash‑out represents a reasonable risk‑adjusted exit for unaffiliated investors at this juncture.”

Materiality Assessment

Material – Positive – The recommendation supports completion of a definitive acquisition transaction that will fundamentally change GDI’s ownership structure and provides a premium cash exit to shareholders.