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| General
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By Internet
If a shareholder elects to vote using the internet, the shareholder must access the following website: www.investorvote.com. Shareholders must follow the instructions that appear on the screen and refer to the form of proxy or voting instruction form, as
applicable, for their control number.
By Phone
If a shareholder wishes to vote by phone, the shareholder must call the following toll-free number 1-866-732-VOTE (8683) (within North America) or
+1-312-588-4290 (outside of North America). Shareholders must follow the instructions of the voice response system and refer to
the form of proxy or voting instruction form, as applicable, for their control number.
By Mail
If a shareholder wishes to vote by mail, the shareholder must complete, date and sign the form of proxy or voting instruction form, as applicable, in
accordance with the instructions set out on such form, and return it in the prepaid envelope provided to Computershare, Proxy Department, PO Box 300 RPO West Beaver Creek, Richmond Hill, Ontario, Canada, L4B 9Z9.
Duly completed forms of proxy or voting instruction forms or internet or telephone voting instructions, as applicable, must be received by Computershare
by 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024. Proxies may also be received by the Corporate Secretary of the Company prior to the Meeting or any adjournment thereof at 1350
René-Lévesque Boulevard West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at any time up to and including Tuesday, January 30, 2024, the last
business day preceding the date of the Meeting.
Voting at the Meeting
Registered shareholders who wish to vote at the Meeting do not need to complete or return their proxy form.
Non-registered shareholders who wish to vote at the Meeting must appoint themselves as proxyholder. The day of the Meeting, registered shareholders and non-registered
shareholders who have duly appointed themselves as proxyholders, will be able to vote via the live webcast by completing a ballot online during the Meeting by visiting
https://www.icastpro.ca/syt2f8 and logging in using the control number and password (CGI2023) included on their proxy form, in the case of
registered shareholders, or entering the four-letter code provided by Computershare via email and password (CGI2023), in the case of the proxyholder of non-registered shareholders, as applicable, as further
described under the heading Attending the Virtual Meeting.
Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the
Meeting, but will not be able to vote their shares at the Meeting.
Even if you currently plan to attend and vote at the Meeting, you should consider
voting your shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you access and vote on any matter during the Meeting, you will revoke any previously submitted proxy. If
you do not wish to revoke a previously submitted proxy nor ask questions at the Meeting, you can attend the Meeting as a guest, as guests can listen to the Meeting, but are not able to vote nor to submit questions.
If you wish to appoint someone as proxy to vote your shares for you at the Meeting during the live webcast, please follow the instructions found on
either your proxy form or voting instruction form, as applicable. You will need to register your proxyholder (including registering yourself if you wish to appoint yourself as proxyholder) online at https://www.computershare.com/CGI2023 so that Computershare will provide a four-letter code to your proxyholder, which will allow your proxyholder to
join the Meeting and vote your shares on your behalf, as further described under the heading Appointment and Revocation of Proxies.
Changing your Vote
If you are a
registered shareholder and you change your mind about how you voted before the Meeting, you may provide new voting instructions at www.investorvote.com, or a new form of proxy to Computershare at any time before 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024. A proxy may also be revoked by delivering a written notice to the registered office of the
Company at 1350 René-Lévesque Boulevard West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, which must be received prior to or on January 30, 2024,
the last business day preceding the date of the Meeting, or any adjournment thereof. A registered shareholder may also access the Meeting via the live webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not
wish to revoke a previously submitted proxy, you should attend the Meeting as a guest. Guests can listen to the Meeting, but are not able to vote nor to submit questions.
If you are a non-registered shareholder and you change your mind about how you voted before the Meeting, contact
your broker or other intermediary to find out what to do. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.
Voting Shares and Principal Holders of Voting Shares
The Company’s authorized share capital consists of an unlimited number of First Preferred Shares, issuable in series, an unlimited number of Second
Preferred Shares, issuable in series, an unlimited number of Class A subordinate voting shares
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2023 MANAGEMENT PROXY CIRCULAR |
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