GDI Shareholders Approve Previously Announced Plan of Arrangement

LASALLE, QC, Feb. 23, 2026 /CNW/ - GDI Integrated Facility Services Inc. ("GDI" or the "Company") (TSX: GDI) is pleased to announce that its shareholders have approved the previously announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement"), pursuant to which an entity affiliated with Birch Hill Equity Partners Management Inc. ("Birch Hill") and Gestion Claude Bigras Inc. (together with Birch Hill, the "Rollover Shareholders") 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.

At the special meeting of the shareholders of GDI held earlier today, the special resolution approving the Arrangement (the "Arrangement Resolution") was passed by 79.04% of the votes cast on the Arrangement Resolution by the holders of subordinate voting shares and multiple voting shares of the Company, voting together as a single class, present in person or represented by proxy at the meeting, and by 62.27% of the votes cast on the Arrangement Resolution by the holders of subordinate voting shares of the Company excluding those held by the Rollover Shareholders or owned or beneficially controlled by any other person required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, present in person or represented by proxy at the meeting.

The Arrangement remains subject to certain customary closing conditions, including the issuance of a final order by the Superior Court of Québec approving the Arrangement (the "Final Order"). The hearing in respect of the Final Order is expected to take place on February 26, 2026. If the necessary court approval is obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Arrangement will close in early March 2026.

ABOUT GDI

GDI is a leading integrated commercial facility services 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 centers, industrial facilities, healthcare 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 HVAC-R, 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 (TSX: GDI). Additional information on GDI can be found on its website at www.gdi.com.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking information within the meaning of securities laws, including statements relating to the anticipated benefits of the Arrangement, the issuance of the Final Order and the anticipated timing of completion of the Arrangement. Forward-looking information may relate to GDI's future outlook and anticipated events, business, operations, financial performance, financial condition or results, and include the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approval, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement and the completion of the Arrangement on the proposed terms, the impact of the Arrangement and the dedication of substantial resources from GDI to pursuing the Arrangement on GDI's ability to maintain its current business relationships and its current and future operations, and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities, which GDI believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to GDI, they may prove to be incorrect. It is impossible for GDI to predict with certainty the impact that the current economic uncertainties may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties (including those described in the "Risk Factors" section of the Company's annual information form for the year ended December 31, 2024 and the Company's management information circular dated January 22, 2026) that could cause actual results to differ materially from what GDI currently expects. Namely, these factors include risks that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the required court approval or the other conditions to the closing of the Arrangement or for other reasons, the failure to complete the Arrangement which could negatively impact the price of the shares or otherwise affect the business of GDI, the dedication of significant resources to pursuing the Arrangement and the restrictions imposed on GDI while the Arrangement is pending, the uncertainty surrounding the Arrangement that could adversely affect GDI's retention of customers and business partners, or the occurrence of a material adverse effect leading to the termination of the arrangement agreement. Therefore, future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to do so, the Company is under no obligation and does not undertake to update or alter this information at any particular time, except as may be required by law.

SOURCE GDI Integrated Facility Services Inc.

For more information, please contact: GDI: Investors, Analysts: David Hinchey, Executive Vice President of Corporate Development, Telephone: [phone], Email: [email protected]; Media: Christian Marcoux, Senior Vice President, Chief Legal Officer & Secretary, Telephone: [phone], Email: [email protected]