6-K - ALYAF - Equibles

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: August 2020

Commission File Number: 001-38705

ALITHYA GROUP INC.

(Translation of Registrant’s name into English)

1100, Robert-Bourassa Boulevard,Suite 400

Montréal, Québec, Canada H3B 3A5

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This Form 6-K shall be deemed incorporated by reference in the Registrant’s Registration Statement on Form S-8, Reg. No. 333-228487.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALITHYA GROUP INC.
/s/ Nathalie Forcier
Name: Nathalie Forcier
Title: Chief Legal Officer and<br><br><br>Corporate Secretary
Date: August 10, 2020

EXHIBIT INDEX

99.1	Management Information Circular dated July 22, 2020
99.2	Proxy Forms
99.3	Notice of Annual General Meeting of Shareholders and of Availability of Proxy Materials
99.4	Virtual Meeting User Guide

EX-99.1

Exhibit 99.1

LOGO

Notice of Annual General Meeting of Shareholders and of Availability of Proxy Materials

Notice is hereby given that the annual general meeting of shareholders (the “Meeting”) of Alithya Group inc. (the “Company”) will be held as a virtual meeting on Wednesday, September 16, 2020 at 10:00 a.m. (Eastern Daylight Time) for the purposes of:

ITEMS OF BUSINESS		FOR MORE DETAILS, PLEASE REFER TO
1	Receiving the audited consolidated financial statements of the Company for the fiscal year<br>ended March 31, 2020 and the auditor’s report thereon (the “Annual Financial Statements”);	Section entitled “Business of the Meeting – Financial Statements” of the management information<br>circular dated July 22, 2020 (the “Information Circular”).
2	Electing the directors of the Company;	Sections entitled “Business of the Meeting – Election of Directors” and “Nominees for<br>Election to the Board” of the Information Circular.
3	Appointing the auditors for the year ending March 31, 2021 and authorizing the Board of<br>Directors to fix their remuneration; and	Section entitled “Business of the Meeting – Appointment of Auditors” of the Information<br>Circular.
4	Considering such other business that may properly come<br>before the Meeting or any adjournment or postponement thereof.	Section entitled “Business of the Meeting – Other<br>Business” of the Information Circular.
The Information Circular provides additional information relating to the matters to be dealt with at<br>the Meeting and forms an integral part of this notice. The Board of Directors has fixed July 22, 2020 as the record date for the determination of the shareholders entitled to receive notice of the Meeting and vote at the Meeting. Out ofconcern for the safety of the Company ’ s shareholders, employees, directors and other Meeting attendees in light of the COVID-19 pandemic, in line with public authority recommendations, theCompany will be holding the Meeting virtually via a live audio webcast online at https://web.lumiagm.com/485893784, where all shareholders regardless of geographic location will have an equal opportunity to participateand vote.<br> <br><br> <br>Notice-and-Access<br> <br><br><br><br>As permitted under Canadian securities rules, management is using<br>“Notice-and-Access” to deliver the Information Circular prepared in connection with the Meeting and the Annual Financial Statements to both registered and non-registered shareholders. This means that instead of mailing paper copies of the Information Circular and the Annual Financial Statements, these are posted online for the Company’s shareholders to access<br>them, which reduces mailing and printing costs, and is more environmentally friendly. Shareholders will therefore receive by mail (i) this notice, which explains how to access the Information Circular and the Annual Financial Statements<br>electronically, and request paper copies, and how to vote and/or attend the Meeting, (ii) a form of proxy (for registered shareholders) or a voting instruction form (“VIF”) (for non-registered<br>shareholders), with instructions on how to vote, and (iii) an additional document explaining how to attend and vote at the Meeting (the “Virtual Meeting User Guide”). Shareholders who have signed up for electronic delivery of Meeting<br>materials will, however, receive them by email.		How to Access the Information Circular and Annual Financial Statements<br><br><br><br> <br>The Information Circular and Annual Financial<br>Statements and other meeting materials are available on our website at investors.alithya.com, on the website of our transfer agent, AST Trust<br>Company (Canada) (“AST”), at www.meetingdocuments.com/astca/ALYA, as well as on SEDAR at<br>www.sedar.com and on EDGAR at<br>www.sec.gov.<br> <br><br><br><br>How to Request Paper Copies<br> <br><br><br><br>Shareholders may request paper copies of the Information Circular and Annual Financial Statements at no cost.<br><br><br><br> <br>Before the Meeting, shareholders may request<br>paper copies on the website of AST at www.meetingdocuments.com/astca/ALYA or by contacting AST at 1-888-433-6443 (toll free in Canada and the U.S.) or<br>1-416-682-3801. The Information Circular and/or Annual Financial Statements, as applicable, will be sent within three business<br>days of receipt of the request. To receive a paper copy of the Information Circular prior to the 10:00 a.m. (Eastern Daylight Time) voting deadline on September 14, 2020, requests must be received by no later than 10:00 a.m. (Eastern<br>Daylight Time) on September 2, 2020. Shareholders who request paper copies of these documents will not receive a new form of proxy or VIF, and should therefore keep the form sent to them in order to vote their shares.<br><br><br><br> <br>After the Meeting, requests for paper copies may<br>be made by email at investorrelations@alithya.com, by mail at Investor Relations, Alithya Group inc., 1100 Robert-Bourassa Boulevard, Suite 400,<br>Montréal, Québec, H3B 3A5, or by phone at 1-844-985-5552. Paper copies of the documents will be sent within ten<br>business days of receipt of the request.

ALITHYA I Notice of Meeting and of Availability of Materials II

How to Vote

Shareholders may vote prior to the Meeting or at the Meeting. It is, however, recommended that shareholders vote prior to the Meeting using all forms of proxy or VIFs received even if they intend to attend the Meeting. Shareholders should read the Information Circular and other Meeting materials before voting and refer to the instructions on their form of proxy or VIFand in the Information Circular for details on how to vote. Voting instructions must be received by the 10:00 a.m. (Eastern Daylight Time) voting deadline on September 14, 2020 (or if the Meeting is adjourned or postponed, by 10:00 a.m. (Eastern Daylight Time) on the business day prior to the day fixed for the adjourned or postponed meeting).

How to Attend the Meeting

The Meeting will be held virtually via a live audio webcast online at https://web.lumiagm.com/485893784 and will be open to all shareholders as well as to the general public, except that only registered shareholders and duly appointed and registered proxyholders will have the opportunity to vote and ask questions. The process to attend the Meeting is different for registered shareholders and non-registered shareholders. Please refer to the information contained in this notice, the Information Circular and the Virtual Meeting User Guide. It is recommended to undertake all required steps at leastone week before the Meeting and to join the Meeting at least 15 minutes before it begins to avoid missing the beginning due to technical difficulties.

REGISTERED SHAREHOLDERS

Shareholders who received a form entitled “Form of Proxy” or an email directed to registered shareholders from AST are registered shareholders. To attend the Meeting, registered shareholders may visit https://web.lumiagm.com/485893784 **** on the day of the Meeting, select the option “Shareholders” and enter the 13-digit control number that appears on their form of proxy or in the email they received, as their control number, and “ALYA2020” (case sensitive) as their password.

Registered shareholders who appointed someone other than the persons named by management as their proxyholder to represent them at the Meeting must, after having submitted their proxy, either contact or have their proxyholder contact AST by phone at 1-866-751-6315 (toll free in Canada and the U.S.) or 1-212-235-5754 by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 to register them by providing an email address at which AST will send a 13-digit proxyholder control number 24 to 48 hours before the Meeting.

NON-REGISTERED SHAREHOLDERS

Shareholders who received a form entitled “Voting Instruction Form” from AST or their intermediary or an email requesting voting instructions from their intermediary and shareholders who participate in the Company’s Employee Share Purchase Plan (“ESPP Participants”) are non-registered shareholders. Non-registered shareholders are shareholders whose shares are registered in the name of their intermediary (such as a securities broker or a financial institution) which holds them on their behalf. Because the Company and AST do not typically have a record of such shareholders, and, as a result, of their

entitlement to vote, non-registered s hareholders who wish to vote and ask questions at the Meeting or appoint someone else to do so mustfollow the following two steps:

Step 1: Submit their voting instructions and appoint themselves or someone else as their proxyholder by mail, internet, fax or email by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 or such earlier deadline their intermediary may fix. Voting by phone is not recommended as it is not possible to appoint someone other than the persons named by management by phone.

Important Note: U.S. non-registered shareholders who are not ESPP Participants may not appoint someone other than the persons named by management and must contact their intermediary to obtain a legal proxy form to appoint themselves or someone else as their proxyholder. Legal proxy forms must be received by AST by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020.

Step 2: Once their voting instructions or legal proxy form has been submitted, non-registered shareholders or their proxyholder must contact AST by phone at 1-866-751-6315 (toll free in Canada and the U.S.) or 1-212-235-5754 by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 to register by providing an email address at which AST will send a 13-digit proxyholder control number 24 to 48 hours before the Meeting.

Once these steps are completed and a proxyholder control number has been received, non-registered shareholders or their proxyholder will be able to attend the Meeting at https://web.lumiagm.com/485893784 **** by selecting the option “Shareholders” and entering their proxyholder control number as their control number and “ALYA2020” (case sensitive) as their password. Without a proxyholder control number, non-registered shareholders and their proxyholders will only be able to attend the Meeting by selecting the option “Guests”, which will not entitle them to vote or ask questions. Non-registered shareholders who do not complete the above two steps by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 will not be able to obtain a proxyholdercontrol number. The control number appearing on their VIF is NOT a proxyholder control number and may therefore not be used to attend the Meeting.

Questions

For questions about “Notice-and-Access” or for assistance to vote, shareholders may contact AST by phone at 1-800-387-0825 or by email at inquiries@astfinancial.com or Broadridge Financial Solutions, Inc. at 1-855-887-2244, as applicable.

Montréal, Québec

July 22, 2020

By Order of the Board of Directors,

LOGO

Nathalie Forcier

Chief Legal Officer and Corporate Secretary

ALITHYA I Notice of Meeting and of Availability of Materials III

LOGO

Letter to Shareholders

Dear shareholders,

During these extraordinary times, the well-being of our shareholders, employees, directors, and other meeting attendees is a top priority. Accordingly, on behalf of Alithya’s board of directors and management team, we look forward to engaging with you in a virtual format at this year’s annual general meeting of shareholders.

During the meeting, we will review steps taken over the course of fiscal 2020 to foster Alithya’s accelerated growth plan for the long-term benefit of all our stakeholders. We also look forward to presenting our financial position and business operations, and to address the unprecedented situation caused by the COVID 19 pandemic in the global economy and our response thereto.

A Proven Growth Strategy

Just a few years ago, our leadership set us on a strategic journey aimed at preparing Alithya for the decade to come. A three to five-year strategic plan was developed upon the belief that selective and continuous expansion is the foundation that will empower us to take on our clients’ mission critical digital transformation projects, regardless of size, location, or complexity. Since the launching of our plan, we have developed new markets in three different countries, while diversifying our customer base and expanding our higher value added services offering.

Fiscal 2020 has been record-setting on numerous fronts. Counting on the dedication of our workforce of over 2,100 professionals, Alithya reached new records in terms of revenue, gross margins, and adjusted EBITDA. Furthermore, we concluded the integration of our fiscal 2019 U.S. acquisition, Edgewater Technology, Inc., while completing three additional niche acquisitions of high-quality value added services companies, namely Matricis Informatique Inc., Travercent LLC, and Groupe Askida Inc. and Askida Consulting Inc. From these acquisitions, we derived synergies and leveraged cross-border capabilities to offer additional expertise to our growing customer base. Operationally, our successful rollout of Oracle Cloud ERP, and more recently Microsoft Dynamics CRM, contributed to the disciplined management of our activities and positioned us for a quick and agile response to the COVID-19 pandemic.

Managing theCrisis and Emerging From it Together

This year, the world and global economy were disrupted in a completely unprecedented and unanticipated manner, impacting all our markets. While Alithya, and most of its customers, were fortunate to continue operating as essential services in most jurisdictions, the COVID-19 pandemic and the measures taken in response to it have imposed significant pressure on businesses around the globe and have certainly shown us how digital transformation is key to business continuity and success. In this regard, we wish to take this opportunity to express our most heartfelt thanks to our employees for their unwavering engagement, dedication and flexibility while we instantly transitioned to working remotely, allowing us to continue supporting our customers. The board of

directors and management believe that the Company has the skills and leadership necessary to emerge from the COVID-19 pandemic as a stronger company and to continue pursuing its vision of being a trusted advisor.

In the pages that follow, you will find information regarding business items for consideration during our upcoming annual meeting. You will also find highlights of our corporate governance practices, including Alithya’s diversity initiatives, as well as information about our named executive officers’ compensation practices. Over the past few months, we were fortunate to have the opportunity to leverage the experience of Mr. James Renacci, who joined our board following the vacancy left by Mr. Jeff Rutherford last October. Mr. Renacci’s qualifications strengthen our Board’s knowledge of the U.S. market and more specifically the U.S. public sector.

Your participation in Alithya’s affairs is important to us, and we strive to ensure that your views are represented. We therefore encourage you to complete and return your proxy or voting instruction form in the envelope provided. Alternatively, you can vote via the Internet by following the instructions provided on your proxy or voting instruction form. Please consult pages 3 to 7 of the information circular for information on how to vote your shares and attend the virtual meeting.

Thank you for your continued support, we look forward to engaging with you at the meeting.

Sincerely,

Pierre Turcotte	Paul Raymond
Chair of the Board	President and
	Chief Executive Officer

ALITHYA I Letter to Shareholders IV

LOGO

Table of Contents

GENERAL INFORMATION	2
Notice-and-Access	2
General Proxy Matters	3
Who Can Vote	3
How to Vote	3
How to Complete your Form and How Your Shares
Will Be Voted	5
Voting at the Meeting	5
Changing your Vote	6
Rules of Conduct at the Virtual Meeting	6
Additional Information	7
Proxy Solicitation	7
Transfer Agent	7
Authorized Share Capital	7
Principal Shareholders	8
BUSINESS OF THE MEETING	9
Financial Statements	9
Election of Directors	9
Appointment of Auditors	9
Other Business	9
NOMINEES FOR ELECTION TO THE BOARD	10
Description of the Nominee Directors	10
Board and Committee Attendance	14
Board Skills Matrix	15
DIRECTOR COMPENSATION	16
Structure of Compensation	16
Director Compensation Table	17
Incentive Plan Awards - Outstanding Awards	17
Incentive Plan Awards - Value Vested or
Earned During the Year	18
Director Share Ownership Requirement	19
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	20
Board of Directors	20
Mandate of the Board	20
Composition of the Board	20
Nomination to the Board	22
Committees’ Mandates and Membership	24
Board Renewal	26
Director Orientation and Continuing Education	26
Talent Management and Succession Planning	27
Shareholder Engagement	28
Corporate Responsibility	28
Ethical Business Conduct	28
Code of Business Conduct	28
Insider Trading Policy	29
Disclosure Policy	29
Clawback Policy	29
COMPENSATION DISCUSSION AND ANALYSIS	30
---	---
Letter from the Chair of the Board	30
Executive Compensation Program	31
Named Executive Officers	31
Executive Compensation Approach	31
Compensation Review Process	32
Executive Compensation Description	33
Compensation of the NEOs	35
Incentive Plan Awards Held and Vested	36
Performance Graph	38
Long-Term Incentive Plan	39
Employment Arrangements of the NEOs	39
OTHER INFORMATION	42
Indebtedness of Directors and Executive Officers	42
Interest of Informed Persons and Others in Material Transactions	42
Shareholder Proposals	42
Availability of Documents	42
Approval	42
SCHEDULE A	LONG-TERM INCENTIVE PLAN AND SHARE PURCHASE PLAN DESCRIPTION	43
SCHEDULE B	MANDATE OF THE BOARD	46
SCHEDULE C	MANDATE OF THE AUDIT AND RISK MANAGEMENT COMMITTEE	48

ALITHYA I Table of Contents i

LOGO

General Information

This management information circular (the “Information Circular”) is provided in connection with the solicitation of proxies by the management of Alithya Group inc. for use at its annual general meeting of shareholders which will be held virtually on Wednesday, September 16, 2020, at 10:00 a.m. (Eastern Daylight Time), for the purposes set forth in the foregoing Notice of Meeting, or at any adjournment or postponement thereof (the “Meeting”).

The record date for determination of shareholders entitled to receive notice of, and to vote at, the Meeting is July 22, 2020 (the “Record Date”).

In this document “you” and “your” refer to the shareholders of Alithya Group inc. and “Alithya”, the “Company”, “we”, “us”, or “our” refer to Alithya Group inc. (and, where the context so requires, Alithya Group inc. and its subsidiaries).

The information provided in this Information Circular that relates to financial information is provided as at March 31, 2020. Except as otherwise stated, all other information is provided as at July 22, 2020 and all dollar amounts shown are in Canadian dollars.

NOTICE-AND-ACCESS

As permitted under Canadian securities rules, management is using “Notice-and-Access” to deliver this Information Circular and the annual financial statements to both registered and non-registered shareholders. This means that instead of mailing paper copies of this Information Circular to shareholders holding Class A subordinate voting shares (“subordinate voting shares”) or Class B multiple voting shares (“multiple voting shares” and, collectively with the subordinate voting shares, the “Shares”) as of the Record Date, this Information Circular is being posted online for shareholders to access it electronically, which reduces printing and mailing costs and is more environmentally friendly as it reduces paper use. Shareholders will therefore receive by mail (i) a notice explaining how to electronically access the Information Circular and the audited consolidated financial statements of the Company for the fiscal year ended March 31, 2020 and the auditor’s report thereon (the “Annual Financial Statements”), how to request paper copies thereof, and how to vote and/or attend the Meeting, (ii) a form of proxy (for registered shareholders) or a voting instruction form (“VIF”) (for non-registered shareholders) with instructions on how to vote, and (iii) a document explaining how to attend the Meeting. Shareholders who have already signed up for electronic delivery of Meeting materials will, however, continue to receive them by email. Non-registered shareholders are either objecting beneficial owners who object that intermediaries disclose information about their ownership in the Company, or non-objecting beneficial owners who do not object to such disclosure. Alithya is sending proxy-related materials directly to registered shareholders and non-registered shareholders who are non-objecting beneficial owners and is paying for intermediaries to deliver such materials to non-registered shareholders who are objecting beneficial owners.

HOW TO ACCESS THE INFORMATION CIRCULAR AND THE ANNUAL FINANCIAL STATEMENTS ELECTRONICALLY

This Information Circular and the Annual Financial Statements are available on our website at investors.alithya.com, on the website of our transfer agent, AST Trust Company (Canada)

(“AST”) at www.meetingdocuments.com/astca/ALYA, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

HOW TO REQUEST A PAPER COPY OF THE INFORMATION CIRCULAR AND ANNUAL FINANCIAL STATEMENTS

You may request a paper copy of the Information Circular and the Financial Statements at no cost up to one year from the date the Information Circular was filed on SEDAR and EDGAR. Your request should be received no later than 10:00 a.m. (Eastern Daylight Time) on September 2, 2020 in order to receive the Information Circular prior to the 10:00 a.m. (Eastern Daylight Time) voting deadline on September 14, 2020.

Before the Meeting, shareholders may request paper copies of the Information Circular and the Annual Financial Statements prior to the Meeting on the website of AST at www.meetingdocuments.com/astca/ALYA or by contacting AST at 1-888-433-6443 (toll free in Canada and the U.S.) or 1-416-682-3801. Shareholders who request paper copies of the Information Circular and Annual Financial Statements will not receive a new form of proxy or VIF, and should therefore keep the original form sent to them in order to vote their shares.

After the Meeting, requests for paper copies may be made by email at investorrelations@alithya.com, by mail at Investor Relations, Alithya Group inc., 1100 Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, H3B 3A5 or by phone at 1-844-985-5552.

QUESTIONS?

If you have questions about “Notice-and-Access” or if you require assistance to vote or attend the Meeting, please contact AST by phone at 1-800-387-0825 or by email at inquiries@astfinancial.com, or Broadridge Financial Solutions, Inc. at 1-855-887-2244, as applicable.

If you have questions about the information contained in this Information Circular, please contact our Investor Relations team by email at investorrelations@alithya.com, whose contact information is provided in the section above.

ALITHYA I Management Information Circular 2

GENERAL PROXY MATTERS AND VIRTUAL MEETING MATTERS

Who Can Vote

Shareholders holding subordinate voting shares or multiple voting shares as at the close of business on the Record Date are entitled to vote at the Meeting or at any adjournment or postponement thereof. Your vote is important. Voting by proxy prior to the Meeting is the easiest way to vote your Shares. As a shareholder, it is important that you read this Information Circular carefully and vote your Shares either prior to the Meeting by proxy or at the Meeting by following the steps explained below.

Depending on how your Shares are registered, you may be a registered shareholder for a portion of your Shares and a non-registered shareholder for the balance thereof and may accordingly receive both a form of proxy and a VIF. It is recommended to vote using all forms received to ensure that all of your Shares are voted.

Employees who participate in the Company’s Employee Share Purchase Plan and have their shares managed by AST, in its capacity of plan administrator, (“ESPP Participants”) will receive the Meeting materials electronically from AST with instructions on how to vote using the internet.

How to Vote

REGISTERED SHAREHOLDERS

You are a registered shareholder if your Shares are registered in your name (i.e. your name appears on your share certificate or Direct Registration System (DRS) statement) and you received a form entitled “Form of Proxy” or an email directed to registered shareholders from AST.

Option 1 - Voting by Proxy Prior to the Meeting (Form of Proxy)

Voting by proxy means appointing a proxyholder (i.e. the persons named by management, yourself or someone else) to vote as per your voting specifications, if any, at the Meeting. You may vote by proxy using one of the different methods described below:

Internet: Go to<br>www.astvotemyproxy.com ** and follow the instructions. You will need your ** 13-digit control number that appears on your form of proxy or in<br>the email AST sent you, if you signed up for electronic delivery.
Phone: Call 1-888-489-7352 (toll free in Canada and the U.S.). You will need your 13-digit control number that appears on your form of proxy or in the email you received<br>from AST. If you vote by phone, you will not be able to appoint anyone other than the persons named by management as your proxyholder to represent you at the Meeting. Therefore, if you wish to appoint someone else as your proxyholder to attendthe Meeting, this voting method is not recommended.
Fax or email: Complete your form of proxy and send it to AST by fax at 1-866-781-3111 (Canada and the U.S.)
or<br>1-416-368-2502, or scan and email it to AST at<br>proxyvote@astfinancial.com.
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Mail: Complete and return your form of proxy in the prepaid envelope****provided.

Your duly completed form of proxy must be received by AST, or you must have voted on the internet, by phone, by fax or by email by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 or, if the Meeting is adjourned or postponed, 10:00 a.m. (Eastern Daylight Time) on the business day prior to the day fixed for the adjourned or postponed meeting. If you elect to vote on the internet or by phone, you do not need to return your form of proxy.

When completing your form of proxy, make sure to indicate the name of the person you wish to appoint as your proxyholder to attend the Meeting on your behalf or leave the space for the appointment blank if you wish to appoint the persons named by management as your proxyholder. In both cases, it is recommended to indicate how you wish to vote for each item to be voted on, otherwise your proxyholder will have the discretion to vote as he or she sees fit. If you appoint a proxyholder who is not the persons named by management, once your form is submitted, please contact, or ask your proxyholder to contact, AST by phone at 1-866-751-6315 (toll free in Canada and the U.S.) or 1-212-235-5754 by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 in order to register your proxyholder by providing an email address at which AST will send a 13-digit proxyholder control number for your proxyholder to be able to join the Meeting. Proxyholder control numbers will be distributed by AST 24 to 48 hours before the Meeting. Without a proxyholdercontrol number, your proxyholder will be unable to join the Meeting and if your proxyholder does not join the Meeting, your vote will not be counted, as your proxyholder is required to attend the Meeting for your vote to be counted.

Option 2 – Attending and Voting at the Meeting

If you wish to attend and vote at the Meeting, you do not need to complete or submit your form of proxy. You may simply visit https://web.lumiagm.com/485893784 on the day of the Meeting, select the option “Shareholders” and enter the 13-digit control number that appears on your form of proxy or in the email AST sent you, if you signed up for electronic delivery, as your control number and “ALYA2020” (case sensitive) as your password. Once logged in, simply follow the instructions on the screen during the Meeting. Joining the Meeting by selecting the option “Guests” will not allow you to vote or ask questions at the Meeting.

If you wish to appoint someone else to attend the Meeting on your behalf, please follow the instructions indicated in the preceding section entitled “Option 1 – Voting by Proxy Prior to the Meeting (Form of Proxy)”.

ALITHYA I Management Information Circular 3

NON-REGISTERED SHAREHOLDERS

You are a non-registered shareholder if your Shares are not registered in the records of the Company directly in your name, but instead in the name of an intermediary (such as a securities broker or a financial institution) which holds them on your behalf. If you received a form entitled “Voting Instruction Form” from AST or your intermediary or an email requesting voting instructions from your intermediary, your Shares are not registered in your name.

Employees who participate in the Company’s Employee Share Purchase Plan and have their shares managed by AST, in its capacity of plan administrator, are non-registered shareholders and will receive the Meeting materials electronically from AST with instructions on how to vote using the internet, which instructions are similar to those described below.

Option 1 - Voting by Proxy Prior to the Meeting (Voting Instruction Form)

Voting by proxy means appointing a proxyholder (i.e. the persons named by management, yourself or someone else) to vote as per your voting instructions, if any, at the Meeting. Instructions for voting by proxy prior to the Meeting vary depending on whether you received a VIF from AST or your intermediary.

If you received a VIF from AST, you may vote by proxy by giving your voting instructions using one of the different methods described below:

Internet: ** Go to www.astvotemyproxy.com ** and follow the instructions. You will need your 13-digit control number that appears on your VIF.
Phone: **** Call<br>1-888-489-7352 (toll free in Canada and the U.S.). You will need your 13-digit control<br>number found on your VIF. If you vote by phone, you will not be able to appoint anyone other than the persons named by management on your VIF as your proxyholder. Therefore, if you wish to appoint someone else as your proxyholder to attend theMeeting, this voting method is not recommended.
Fax or email: Complete the VIF and send it to AST by fax at 1-866-781-3111 (Canada and the U.S.) or 1-416-368-2502, or scan and email it to AST at proxyvote@astfinancial.com.
Mail: ** Complete and return your VIF in the prepaid envelope**provided.

If you received a VIF or an email from yourintermediary, you may vote by proxy by giving your voting instructions using one of the different methods described below:

Internet: ** Go to www.proxyvote.com ** and follow the instructions. You will need your 16-digit control number that appears on your VIF or in the email you received.
Phone: ** Call<br>1-800-474-7493 (English) (toll free in Canada), 1-800-474-7501 (French) (toll free in Canada) or 1-800-454-8683 (toll free in the<br>U.S.). You will need your 16-digit control number found on your VIF or in the email you received. If you vote by phone, you will not be able to appoint anyone other than the persons**
named by management on your VIF as your proxyholder. Therefore, if you wish to appoint someone else as yourproxyholder to attend the Meeting, this voting method is not recommended.
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Mail: Complete and return your VIF in the prepaid envelope<br>provided.

Your duly completed VIF must be received by AST or your intermediary, as applicable, or you must have voted on the internet, by phone, by fax or by email, as applicable, by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 or such earlier deadline your intermediary may fix or, if the Meeting is adjourned or postponed, 10:00 a.m. (Eastern Daylight Time) on the business day prior to the day fixed for the adjourned or postponed meeting. Please contact your intermediary to ensure you do not miss your applicable voting deadline. If you elect to vote on the internet or by phone, you do not need to return your VIF.

When completing your VIF, make sure to indicate the name of the person you wish to appoint as your proxyholder to attend the Meeting on your behalf or leave the space for the appointment blank if you wish to appoint the persons named by management as your proxyholder. In both cases, it is recommended to indicate how you wish to vote for each item to be voted on, otherwise your proxyholder will have the discretion to vote as he or she sees fit. If you appoint a proxyholder who is not the persons named by management, once your form submitted, please contact, or ask your proxyholder to contact, AST by phone at 1-866-751-6315 (toll free in Canada and the U.S.) or 1-212-235-5754 by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 in order to register your proxyholder by providing an email address at which AST will send a 13-digit proxyholder control number for your proxyholder to be able to join the Meeting. Proxyholder control numbers will be distributed by AST 24 to 48 hours before the Meeting. Without a proxyholder control number, your proxyholder will be unable to join the Meeting and if your proxyholder does not join the Meeting, your vote will not be counted,as your proxyholder is required to attend the Meeting for your vote to be counted.

Option 2 – Attending and Voting at theMeeting

As we do not have access to the names or holdings of our non-registered shareholders, if you wish to attend and vote at the Meeting or to appoint someone else to do so on your behalf, you must follow the following two steps:

Step 1: Submit to AST or your intermediary, as applicable, your voting instructions and appoint yourself or another person (who need not be a shareholder) as your proxyholder before the Meeting by inserting your name or such other person’s name in the space provided for such purpose. Although optional for shareholders who intend to attend the Meeting or have someone else attend it on their behalf, it is recommended to also specify how you wish to vote for each item to be voted on, otherwise your proxyholder will have the discretion to vote as he or she sees fit. Please refer to the section entitled “Option 1 – Voting by Proxy Prior to the Meeting (Voting Instruction Form)” earlier for further details on how to submit your voting instructions.

ALITHYA I Management Information Circular 4

Voting by phone is not recommended as it is not possible to appoint someone other than the persons named by management as proxyholder by phone. AST or your intermediary, as applicable, must receive your instructions by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 or such earlier deadline your intermediary may fix for your proxyholder’s appointment to be effective. Please contact your intermediary to ensure you do not miss your applicable voting deadline.

Step 2: Once your voting instructions or legal proxy form has been submitted, contact, or ask your proxyholder to contact, AST by phone at 1-866-751-6315 (toll free in Canada and the U.S.) or 1-212-235-5754 by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 in order to register yourself or your proxyholder by providing an email address at which AST will send a 13-digit proxyholder control number to be able to join the Meeting. Proxyholder control numbers will be distributed by AST 24 to 48 hours before the Meeting. Your intermediary may not provide proxyholder control numbers. Therefore, shareholders who appointed themselves or someone else as their proxyholder through their intermediary must still contact AST thereafter.

Once these two steps are completed and a proxyholder control number is received from AST, you or your proxyholder will be able to attend the Meeting online at https://web.lumiagm.com/485893784 by selecting the option “Shareholders” and entering the proxyholder control number in the space provided for the control number and “ALYA2020” (case sensitive) as password.

Without a proxyholder control number, you or your proxyholder will not be able to attend the Meeting as a shareholder and will only be able toview the Meeting as a guest, which will not entitle you or your proxyholder to vote or ask any questions. If you do not complete the above two steps by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020, you will not be able to obtain aproxyholder control number. The control number appearing on your VIF is NOT a proxyholder control number and may therefore not be used to attend the Meeting.

How to Complete your Form and How Your Shares Will Be Voted

You can choose to vote FOR or WITHHOLD on the items to be voted on.

When you vote by proxy prior to the Meeting, you may appoint either the persons named by management as your proxyholder (namely, the Chair of the Board of Directors (the “Board”) or the President and Chief Executive Officer of the Company) or you may appoint someone else to represent you at the Meeting

and vote on your behalf. You have the right to appoint any other person (who need not be a shareholder) to attend and act on your behalf at the Meeting. That right may be exercised by writingthe name of such person in the space provided for such purpose in your form of proxy or VIF.

If you do not intend to attend the Meeting or be represented at the Meeting, you may appoint the persons named by management to represent you at the Meeting and complete your form completely by indicating how you wish to vote for each item to be voted on. If you leave the section for the appointment of your proxyholder blank, you will be deemed having appointed the persons named by management as your proxyholder.

If you intend to attend the Meeting or have someone other than the persons named by management represent you as your proxyholder at the Meeting and vote on your behalf, although you could only indicate your name or the name of such other person in the space provided on your VIF and submit it without indicating how you wish to vote for each item to be voted on, it is still recommended to complete your form completely and indicate how you wish to vote for each item.

If you have NOT specified how you wish your proxyholder to vote on a particular matter at the Meeting, your proxyholder will be entitled to vote your Shares as he or she sees fit or, in the case of the Board Chair or the President and Chief Executive Officer of the Company, as follows:

●	FOR the election of management’s nominees as directors; and
●	FOR the appointment of Raymond Chabot Grant Thornton LLP as<br>auditors and authorizing the Board to fix their remuneration.
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The proxy confers discretionary authority in respect of amendments to any of the foregoing matters and such other matters as may properly come before the Meeting. Management is not aware of any such amendments or of other matters to be submitted at the Meeting.

If you appointed a proxyholder other than the persons named by management to represent you at the Meeting and vote on your behalf, please make sure your proxyholder obtains his or her proxyholder control number and joins the Meeting, otherwise your vote will not be counted, as your proxyholder is required to attend the Meeting for your vote to be counted.

Voting at the Meeting

Registered shareholders who voted prior to the Meeting and who decide to attend the Meeting using their control number do not need to vote again using the voting buttons appearing on their screen during the Meeting. If they vote again at the Meeting, their vote will, however, be taken into account and replace their vote transmitted before the Meeting.

Proxyholders (including non-registered shareholders who appointed themselves as proxyholder and third parties who were appointed as proxyholders by registered shareholders and non-registered shareholders) do not have to vote again during the Meeting if the shareholder they represent has already indicated on his, her or its VIF how they wish to vote. They may, however, do so during the Meeting if they wish by voting in

ALITHYA I Management Information Circular 5

accordance with the voting instructions of the shareholder they represent or as they see fit, if the shareholder they represent has not indicated how they wish to vote. If the shareholder a proxyholder represents has indicated how he or she wishes to vote for each item in his or her voting instructions submitted prior to the Meeting and the proxyholder votes differently at the Meeting, the proxyholder’s vote will automatically be changed to follow the shareholder’s voting instructions submitted prior to the Meeting after the Meeting will have ended once the votes will be compiled by the scrutineers.

Changing your Vote

If you change your mind about how you want to vote your Shares, you can revoke your proxy by any of the methods outlined below, or by any other means permitted by law.

Registered shareholders may change their vote by:

●	voting again on the internet, by phone, by fax or by email, as applicable, by the 10:00 a.m.<br>(Eastern Daylight Time) voting deadline on September 14, 2020;
●	completing a form of proxy with a later date than the form previously submitted and mailing it as<br>soon as possible so that it is received by AST by the 10:00 a.m. (Eastern Daylight Time) voting deadline on September 14, 2020;
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●	sending a written notice signed by them or their authorized attorney to the Corporate Secretary of<br>the Company at the registered office of the Company (1100 Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, H3B 3A5) so that it is received by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020; or
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●	attending the Meeting at https://web.lumiagm.com/485893784 **** on the day of the Meeting by selecting the option “Shareholders” and entering the 13-digit control number that appears on their form of proxy as their control number and<br>“ALYA2020” (case sensitive) as their password and voting at the Meeting.
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Non-registered shareholder may change their vote by:

●	voting again on the internet, by phone, by fax or by email, as applicable, by no later than 10:00<br>a.m. (Eastern Daylight Time) on September 14, 2020 or such earlier deadline their intermediary may fix;
●	completing a new VIF with a later date than the form previously submitted and mailing it as soon as<br>possible at the address directed by AST or their intermediary, as applicable, by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 or such earlier deadline their intermediary may fix; or
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●	sending a written notice signed by them or their authorized attorney to the Corporate Secretary of<br>the Company at the registered office of the Company (1100 Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, H3B 3A5) so that it is received by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020.
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Although proxyholders (including non-registered shareholders who appointed themselves as proxyholder and third parties who were appointed as proxyholder by registered shareholders and

non-registered shareholders) could vote differently at the Meeting using the online voting buttons, please note that if such votes differ from the last voting instructions processed by AST or their intermediary before the proxy voting deadline of 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 or such earlier deadline their intermediary may fix, the vote of the proxyholder will automatically be modified after the Meeting once the votes will be compiled to reflect the last voting instructions received from the shareholder before such deadline.

Rules of Conduct at the Virtual Meeting

The Company’s bylaws describe the requirements for the Meeting and the Chair of the Meeting will conduct the meeting consistent with those requirements. As such, we will strictly follow the items to be covered at the Meeting and which are set forth in the section entitled “Business of the Meeting” of this Information Circular.

Shareholders and guests will be able to join the Meeting on the day of the Meeting at https://web.lumiagm.com/485893784. For a better experience, it is recommended to use a high speed internet connection and the latest version of Chrome, Safari, Edge or Firefox. It is important to ensure your browser is compatible by trying to log in at least 15 minutes before the Meeting. Using Explorer is not recommended as it is no longer supported and may not function properly.

Only registered shareholders and duly appointed and registered proxyholders will be eligible to vote while participating at the Meeting. Registered shareholders should use their 13-digit control number appearing on their form of proxy and non-registered shareholders should use their 13-digit proxyholder control number received from AST.

The voting polls will be open during the formal part of the Meeting only. The Chair of the Meeting will clearly indicate the time of opening and closure of the polls for each item to be voted on. Voting options will be visible on your screen and you will simply have to click on the relevant button to vote. There will be no additional button to submit your vote.

Only registered shareholders and duly appointed and registered proxyholders who have joined the Meeting using their 13-digit control number or proxyholder control number will have the opportunity to ask questions by typing and submitting questions through the field available for such purpose during the Meeting and it will only be possible to submit question in writing. It will not be possible to ask questions by phone or otherwise.

Guests and non-registered shareholders who did not appoint themselves as proxyholder by the 10:00 a.m. (Eastern Daylight Time) voting deadline on September 14, 2020 will not be able to log in to the Meeting and submit questions or vote at the Meeting. They will only be able to join the audio webcast as guests.

It is recommended that shareholders send their question as soon as possible during the Meeting so that these can be addressed where relevant in due course. Questions relating to matters to be voted on will be addressed by the Chair of the Meeting and other members of management present at the Meeting before those items are voted on while general questions will be addressed at the end of the Meeting, after the

ALITHYA I Management Information Circular 6

adjournment of the formal business of the Meeting and management’s presentation about the Company’s business.

To respect both time constraints and other shareholders, when submitting questions, shareholders are asked to be brief and as much to the point as possible. To allow us to answer questions from as many shareholders as possible, shareholders and proxyholders are kindly asked to cover only one topic per question. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together.

All shareholder questions are welcome, but conducting the business set out in the Meeting’s agenda for the benefit of all shareholders will be paramount. The Company does not intend to address any questions that are, among other things:

●	irrelevant to the business of the Company or to the business of the Meeting;
●	related to material non-public information of the Company;
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●	related to personal grievances;
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●	derogatory references to individuals or that are otherwise in bad taste;
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●	repetitious statements already made by another shareholder;
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●	in furtherance of the shareholder’s personal or business interests; or
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●	out of order or not otherwise suitable for the conduct of the Meeting as determined by the Chair or<br>the Secretary of the Meeting in their reasonable judgment.
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If there are any matters of individual concern to a shareholder and not of general concern to all shareholders or if a question asked was not otherwise answered, such matters may be raised separately after the Meeting by contacting the Company’s Corporate Secretary at secretariat@alithya.com.

The Company is committed at offering a forum where, to the fullest extent possible using the electronic solutions that were available at the time of the Meeting, shareholders may communicate adequately through the course of the Meeting.

An audio webcast playback will be available on the Company’s website in the Investors section after the Meeting.

For live technical assistance in joining the Meeting or operating the voting platform, please contact AST at 1-800-387-0825.

In the event of technical malfunction or other significant problem that disrupts the Meeting, the Chair of the Meeting may adjourn, recess, or expedite the Meeting, or take such other action that the Chair determines is appropriate considering the circumstances.

While the Company decided to hold the Meeting virtually this year out of concern for the safety of the Company’s shareholders, employees, directors and other Meeting attendees in light of the COVID-19 pandemic, it has not yet decided whether it will hold virtual meetings only in the future. The Company will conduct a post-Meeting evaluation of its first virtual meeting experience and will decide thereafter how it wishes to proceed in view of its next meeting of shareholders, while taking into consideration key aspects, including health and security considerations, costs associated with an in-person or virtual meeting, shareholder response, etc.

ADDITIONAL INFORMATION

Proxy Solicitation

The solicitation of proxies by management is being made primarily by mail, but directors, officers or employees of the Company may also solicit proxies at a nominal cost. The Company does not intend to retain the services of a proxy advisory firm for the solicitation of proxies.

Transfer Agent

You can contact AST, the Company’s transfer agent, either by mail at 2001 Robert-Bourassa Boulevard, Suite 1600, Montréal, Québec, H3A 2A6, Canada, by telephone at 1-800-387-0825, by fax at 1-888-249-6189, or by email at inquiries@astfinancial.com.

Authorized Share Capital

The authorized share capital of the Company consists of (i) an unlimited number of subordinate voting shares, without par value, which are listed under the symbol ALYA on both the Toronto Stock Exchange (“TSX”) and NASDAQ, (ii) an unlimited number of multiple voting shares, without par value, which are held by a limited number of holders, and (iii) an unlimited number of preferred shares, without par value, issuable in series, of which, as at July 22, 2020, 50,912,251 subordinate

voting shares and 7,168,984 multiple voting shares were issued and outstanding.

The following summary of the material features of the Company’s authorized share capital is given subject to the detailed provisions of its articles.

VOTING RIGHTS

Each subordinate voting share entitles its holder to one vote per share, and each multiple voting share entitles its holder to ten votes per share at any meeting of shareholders, other than meetings at which only the holders of a particular class or series of shares are entitled to vote due to statutory provisions or the specific attributes of this class or series. If and when issued, preferred shares will have such voting rights as may be determined by the Board at the time of issuance thereof.

The subordinate voting shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws in that they do not carry equal voting rights with the multiple voting shares. In the aggregate, all of the voting rights associated with the subordinate voting shares represented, as at July 22, 2020, 41.53% of the voting rights attached to all of the issued and outstanding Shares.

ALITHYA I Management Information Circular 7

RIGHTS TO DIVIDENDS AND RIGHTS UPON WINDING-UP AND DISSOLUTION

Subject to the prior rights of holders of preferred shares which rank prior to subordinate voting shares and multiple voting shares, if and when issued, holders of subordinate voting shares and multiple voting shares are entitled to receive pari passu any dividends and the remainder of the Company’s property in the event of a voluntary or involuntary winding up or dissolution, or any other distribution of assets among shareholders for the purposes of winding up the Company’s affairs.

MULTIPLE VOTING SHARES CONVERSION RIGHTS

Multiple voting shares are, at the holder’s entire discretion, convertible into subordinate voting shares on a share for share basis and shall be automatically converted upon their transfer to a person who is not a Permitted Holder (as defined below) or upon the death of a Permitted Holder, unless acquired by any of the remaining Permitted Holders in accordance with the terms of the voting agreement dated November 1, 2018 entered into between the Permitted Holders (the “Voting Agreement”), a copy of which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. For further information on the Voting Agreement, please refer to the section entitled “Principal

Shareholders” below. The subordinate voting shares are not convertible into any other class of shares. Under applicable Canadian laws, an offer to purchase multiple voting shares would not necessarily require that an offer be made to purchase subordinate voting shares. However, as indicated above, multiple voting shares shall be automatically converted into subordinate voting shares on a share for share basis upon their transfer to a person who is not a Permitted Holder. If and when issued, preferred shares will have such conversion rights as may be determined by the Board at the time of issuance thereof.

For purposes of the above paragraph, a “Permitted Holder” means each of Paul Raymond, Ghyslain Rivard, and Pierre Turcotte, and the entities over which they have control.

RESTRICTIONS ON TRANSFER

Subject to the terms of the Voting Agreement, Permitted Holders cannot sell or otherwise transfer multiple voting shares to a person who is not a Permitted Holder, unless they first convert those shares into subordinate voting shares on a share for share basis, and then transfer such subordinate voting shares.

Principal Shareholders

As at July 22, 2020, to the knowledge of the Company, based on the most recent publicly available information, the only persons who beneficially owned, directly or indirectly, or exercised control or direction over 10% or more of the subordinate voting shares or multiple voting shares of the Company were Messrs. Paul Raymond, Ghyslain Rivard, and Pierre Turcotte, as well as Capital Régional Coopératif Desjardins and Claret Asset Management Corporation. Their respective holdings are set out in the table that follows.

	SUBORDINATE VOTING SHARES				MULTIPLE VOTING SHARES				SUBORDINATE VOTING SHARES<br><br><br>AND MULTIPLE VOTING SHARES				VOTING RIGHTS
	(#)		(%)		(#)		(%)		(#)		(%)		(#)		(%)
Paul Raymond		140,303		0.28		571,832		7.98		712,135		1.23		5,858,623		4.78
Ghyslain Rivard		-		-		4,962,819		69.22		4,962,819		8.54		49,628,190		40.48
Pierre Turcotte		145,700		0.29		1,634,333		22.80		1,780,033		3.06		16,489,030		13.45
Group of 3Sub-Total	****	286,003	****	0.57	****	7,168,984	****	100.00	****	7,454,987	****	12.83	****	71,975,843	****	58.71
Capital Régional<br><br><br>Coopératif Desjardins		6,358,742		12.49		-		-		6,358,742		10.95		6,358,742		5.19
Claret Asset Management<br>Corporation		6,111,334		12.00		-		-		6,111,334		10.52		6,111,334		4.98
Total	****	12,756,079	****	25.06	****	7,168,984	****	100.00	****	19,925,063	****	34.30	****	84,445,919	****	68.88

Each of Messrs. Raymond, Rivard, and Turcotte, (collectively, the “Group of 3”) are party to the Voting Agreement pursuant to which each of them has agreed to vote, or cause to be voted, all of the Shares of the Company over which they have direct or indirect voting control from time to time and at all times (the “Controlled Shares”) at any shareholders meeting of the Company in a manner as will be decided upon by the decision of at least two of the three members of the Group of 3 (the “Majority Decision”). However, no member of the Group of 3 will be required to comply with the Majority Decision in respect of a particular matter if, for that matter, (i) there is no Majority Decision notified to them by the deadline specified in the Voting Agreement, (ii) a member of the Group of 3 holding Controlled Shares is not permitted by applicable law to vote on the matter, or (iii) the vote is for the election of any of Messrs. Raymond, Rivard, or Turcotte to the Board. As at July 22, 2020, the Group of 3 beneficially owned, directly or indirectly, or exercised

control or direction over 58.71% of the voting rights attached to the Shares of the Company.

As at July 22, 2020, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 2,415,849 subordinate voting shares and 7,168,984 multiple voting shares representing respectively 4.75% of the issued and outstanding subordinate voting shares and 100% of the issued and outstanding multiple voting shares.

ALITHYA I Management Information Circular 8

LOGO

Business of the Meeting

Four items will be covered at the Meeting:

●	Presentation of the audited consolidated financial statements of the Company for the fiscal year<br>ended March 31, 2020 (the “Annual Financial Statements”) and the auditor’s report thereon;
●	Election of the directors of the Company;
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●	Appointment of the auditors of the Company for the year ending March 31, 2021 and<br>authorization of the Board of Directors to fix their remuneration; and
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●	Consideration of such other business, if any, that may properly come before the meeting or any<br>adjournment or postponement thereof.
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Financial Statements

The Annual Financial Statements and the auditors’ report thereon are available on our website at www.alithya.com, on SEDAR at www.sedar.com, in the Company’s annual report on Form 20-F available on EDGAR at www.sec.gov, and in print, free of charge, to any shareholder who requests a copy by contacting our Investor Relations team by email at investorrelations@alithya.com, by mail at Investor Relations, Alithya Group inc., 1100 Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, H3B 3A5, or by phone at 1-844-985-5552.

Election of Directors

The Board may consist of not less than three and not more than 15 directors. The Board has fixed at nine the number of directors to be elected at the Meeting. The persons named in the section entitled “Nominees for Election to the Board” of this Information Circular (“Nominee Directors”) are currently directors of the Company and were elected as such at the last meeting of shareholders, except Mr. James B. Renacci who joined the Board in November 2019. The Nominee Directors are, in the opinion of the Board and management, well qualified to act as directors of the Company for the ensuing year and have confirmed their willingness to serve as directors.

Unless otherwise indicated, the persons designated by management in the form of proxy or VIF will vote FOR the election of the persons nominated in the section entitled “Nominees for Election to the Board” of this Information Circular.

Appointment of Auditors

The Board, on the recommendation of the Audit and Risk Management Committee (“Audit Committee”), recommends that Raymond Chabot Grant Thornton LLP (“RCGT”) be appointed to serve as the Company’s auditors until the next annual meeting of shareholders. RCGT has served as the Company’s auditors since the Company became public by way of arrangement and merger on November 1, 2018 (the “Edgewater Acquisition”) at which time Edgewater Technology, Inc. (“Edgewater”) and Alithya Group Inc., a Québec private Company (“Alithya (pre-IPO)”), became wholly-owned

subsidiaries of the Company. RCGT were also previously the auditors of Alithya (pre-IPO) since 2012.

PRE-APPROVAL POLICY FOR EXTERNAL AUDITOR SERVICES

The Audit Committee has adopted procedures for the pre-approval of engagement for services of its external auditors, which require pre-approval of all audit and non-audit services provided by the external auditors. Moreover, the Board, upon recommendation of the Audit Committee, approves, on an annual basis, the fees charged to the Company by RCGT.

EXTERNAL AUDITOR SERVICE FEE

The fees billed by RCGT in each of the years ended March 31, 2020 and 2019 for audit, audit-related, tax and all other services provided to the Company by RCGT were as follows:

	YEAR ENDED MARCH 31,
	2020		2019
Audit fees^(1)^	$	659,000	$	329,810
Audit-related<br>fees^(2)^	$	102,344	$	373,464
Tax fees^(3)^	$	81,405	$	111,034
All other fees^(4)^		—		—
Total	$	842,749	$	814,308
(1)	“Audit fees” means the aggregate fees billed in each of the fiscal years for<br>professional services rendered by RCGT for the audit of the Company’s annual consolidated financial statements and review of the Company’s interim condensed consolidated financial statements.
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(2)	“Audit-related fees” includes assurance and related services reasonably related to the<br>audit of the Company’s annual consolidated financial statements not included in audit services which are included in the “Audit fees” category as well as, for the fiscal year ended March 31, 2020, financial and tax due diligence<br>related to the acquisition of Travercent LLC, and for the fiscal year ended March 31, 2019, accounting and financial reporting services rendered by RCGT in connection with the Company becoming a public issuer.
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(3)	“Tax fees” means the aggregate fees billed in each of the fiscal years for professional<br>services rendered by RCGT for tax compliance and tax advice.
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(4)	“All other fees” includes the aggregate of all other fees billed in each of the fiscal<br>years. There were no other fees incurred in either fiscal year.
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Pursuant to the terms of its mandate, the Audit Committee reviews and approves all audit and audit-related services, audit engagement fees and terms, and all non-audit engagements performed by the external auditors.

Unless otherwise indicated, the persons designated by management in the form of proxy or VIF will vote FOR the appointment of RCGT as the auditors of the Company and authorizing the Board to fix their remuneration.

Other Business

Following the conclusion of the business to be conducted at the Meeting, shareholders will be invited to ask questions. Management is not aware of any changes to the foregoing items or of other matters to be submitted at the Meeting. If, however, there are changes or new items that properly come before the Meeting, your proxyholder will have the authority to vote your Shares on these items as he or she sees fit.

ALITHYA I Business of the Meeting 9

LOGO

Nominees for Election to the Board

DESCRIPTION OF THE NOMINEE DIRECTORS

The following pages include a profile of each Nominee Director which provides an overview of their experience, qualifications, record of attendance at Board and committee meetings, ownership of Alithya securities, as well as their compliance with the minimum share ownership requirement applicable to the Company’s directors. Each nominee is currently a director of the Company. Information relating to Shares, options and deferred share units (“DSUs”) beneficially owned by the nominees, or over which they exercise control or direction, is provided as at July 22, 2020.

Here are a few highlights regarding the nine Nominee Directors:

77.8%<br> <br><br><br><br>INDEPENDENT DIRECTORS	22.2%<br> <br><br><br><br>WOMEN<br> <br>ON BOARD	60<br> <br><br><br><br>YEARS OLD<br> <br>AVERAGE AGE	100%<br> <br><br><br><br>AVERAGE BOARD ATTENDANCE	99.54%<br> <br><br><br><br>AVERAGE 2019 VOTING RESULTS
Dana Ades-Landy,<br>Québec, Canada		Age: 61	Director since:<br><br><br>November 2016		Last year’s voting <br><br><br>results: 99.67%
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<br><br><br><br>	Ms. Dana Ades-Landy is Chief Executive Officer of the Heart & Stroke Foundation of<br>Canada (Québec) since 2016. Ms. Ades-Landy has more than 25 years of experience as an executive in the banking industry, her most recent position being Regional Vice-President, Québec & Eastern Ontario, Commercial Banking<br>at Scotiabank from 2013 to 2016. Ms. Ades-Landy serves as director and Chair of the Audit Committee of First Lion Holdings Inc., the parent company of BFL Canada Risk and Insurance Inc. She also serves as director and Chair of the Audit<br>Committee at Canada Mortgage and Housing Corporation, director of Innovaderm Research Inc. and Treasurer and member of the Executive Committee of the Québec chapter of the International Women’s Forum.<br>Ms. Ades-Landy previously served as Chair of the Financial Women’s Association of Québec, the Advisory Board of the John Molson School of Business and the Old Brewery Mission. She holds a<br>Bachelor’s degree in microbiology & immunology from McGill University and	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		5 of 5	100%
		Audit<br>and Risk Management Committee		4 of 4	100%
		SECURITIES HELD OR<br>CONTROLLED
		Subordinate Voting Shares				12,725
		DSUs^(2)^				27,858
		Value at Risk^(3)^				$86,442
		Minimum Share Ownership Requirement^(4)^				Yes
		Independent				✓
a Master of Business Administration in finance/accounting from Concordia University and is a member of the<br>Institute of Corporate Directors.
Robert Comeau^(5)^, Québec, Canada		Age: 60	Director since:<br><br><br>May 2018		Last year’s voting <br><br><br>results: 99.54%
<br><br><br><br>	Mr. Robert Comeau is a corporate director who serves as lead director of Alithya. Before<br>becoming a corporate director in 2018, he acted as a consultant between 2015 and 2018, and served as Chief Financial Officer of both public and private companies, including Lumenpulse Inc., from 2012 to 2015, Aveos Fleet Performance Inc., from 2009<br>to 2011, and Emergis Inc., from 2005 to 2008. Mr. Comeau also held various positions over 17 years at Nortel Networks Corporation, including as Vice-President, Finance and Operations. Mr. Comeau serves as a director of H2O<br>Innovation Inc. He previously served as a Special Committee Member of Groupe Conseil FXInnovation Inc. between 2014 and 2017. Mr. Comeau is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor’s degree in accounting from HEC<br>Montréal.	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		5 of 5	100%
		Audit and Risk Management Committee (Chair)		4 of 4	100%
		SECURITIES HELD OR<br>CONTROLLED
		Subordinate Voting Shares				22,300
		DSUs^(2)^				30,425
		Value at Risk^(3)^				$112,304
		Minimum Share Ownership Requirement^(4)^				Yes
		Independent				✓

ALITHYA I Nominees for Election to the Board 10

Fredrick DiSanto^(6)^, Ohio, USA		Age: 58	Director since:<br><br><br>November 2018		Last year’s voting <br><br><br>results: 99.57%
<br><br><br><br>	Mr. Fredrick DiSanto is the Chairman and Chief<br>Executive Officer of Ancora Holdings Inc., the parent company of Ancora Advisors, LLC, a registered investment advisor since January 2006. Prior to joining Ancora, Mr. DiSanto served as Executive Vice President and Manager of the Fifth Third<br>Bank’s Investment Advisors Division overseeing investment management, private banking and trust and banking services, and as Chief Operating Officer of Maxus Investment Group before it was acquired by Fifth Third Bank. Mr. DiSanto serves<br>as a director of The Eastern Company and Regional Brands Inc. He holds a Bachelor’s degree in management science and a Master of Business Administration from Case Western Reserve University.	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		5 of 5	100%
		Corporate Governance and Nominating Committee		2 of 2	100%
		SECURITIES HELD OR<br>CONTROLLED
		Subordinate Voting Shares				1,756,494
		Options to Purchase Subordinate Voting Shares^(7)^				27,292
		DSUs^(2)^				28,306
		Value at Risk^(3)^				$3,801,624
		Minimum Share Ownership Requirement^(4)^				Yes
		Independent				✓
Lucie Martel^(8)^, Québec, Canada		Age: 58	Director since:<br><br><br>September 2019		Last year’s voting <br><br><br>results: 99.67%
<br><br><br><br>	Lucie Martel is the Senior Vice President and Chief Human<br>Resources Officer of Intact Financial Corporation since September 2011. Previously, Ms. Martel was a Senior Vice President at AXA Canada, which was acquired by Intact Financial Corporation in September 2011. She has more than 30 years of<br>experience in strategic management of human resources and labour relations, with corporations including Laurentian Bank (where she was Vice President, Human Resources Management and Development), Direct Film and Uniroyal. Ms. Martel is a<br>director and the Chair of the Human Resources Committee of the Board of Directors of the Société des alcools du Québec and a director and member of the Human Resources Committee of the Montréal Heart Institute Foundation.<br>Ms. Martel holds a Bachelor’s degree in industrial relations from Université de Montréal.	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		2 of 2	100%
		Human Capital and Compensation Committee (Chair)		2 of 2	100%
		SECURITIES HELD OR<br>CONTROLLED
		Subordinate Voting Shares				-
		DSUs^(2)^				20,473
		Value at Risk^(3)^				$43,607
		Minimum Share Ownership Requirement^(4)^				On target
		Independent				✓
Paul Raymond^(9)^, Québec, Canada		Age: 56	Director since:<br><br><br>June 2011		Last year’s voting <br><br><br>results: 99.64%
<br><br><br><br>	Mr. Paul Raymond has been the President and Chief Executive Officer of Alithya since April<br>2012. Mr. Raymond joined Alithya as its President and Chief Operating Officer in April 2011, a position he held until March 2012, and has been a member of the Board of Alithya since April 2011. Mr. Raymond is a director of WSP Global Inc.,<br>the Québec Technology Association (AQT), the Québec chapter of the Make-A-Wish Foundation and the Chamber of Commerce of Metropolitan Montréal. He<br>is also a Governor of the Conseil du patronat du Québec. Prior to joining Alithya, Mr. Raymond held several key senior management positions in a major information technology firm and served as an officer in the Canadian Armed Forces.<br>Mr. Raymond received the 2020 Investissement	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		5 of 5	100%
		SECURITIES HELD OR CONTROLLED
		Subordinate Voting Shares				140,303
		Multiple Voting Shares				571,832
		Options to Purchase Subordinate Voting Shares^(7)^				385,000
		Options to Purchase Multiples Voting Shares^(7)^				963,160
		Restricted Share Units to Acquire Subordinate Voting Shares^(10)^				61,437
		Value at Risk^(3)^				$1,516,848
		Minimum Share Ownership Requirement^(4)^				Yes
Québec CEO of the Year Award from the AQT. Mr. Raymond is a computer<br>engineering graduate from the Royal Military College of Canada, and a member of the Institute of Corporate Directors. Mr. Raymond holds an interest in Alithya’s multiple voting shares (please refer to the section entitled “Additional<br>Information — Principal Shareholders”).		Independent				No

ALITHYA I Nominees for Election to the Board 11

James B. Renacci^(11)^, Ohio, USA		Age: 61	Director since:<br><br><br>November 2019		Last year’s voting <br><br><br>results: N/A
<br><br><br><br>	Mr. James B. Renacci is the Founder and President of LTC Management Services, Inc., a<br>management and financial consulting services company, since 1985. With more than thirty years of experience and leadership in the operations of numerous entities, Mr. Renacci’s business experience includes manufacturing, healthcare,<br>construction, entertainment and CPA consulting services. He also has in-depth knowledge of mergers and acquisitions. Mr. Renacci currently serves as a director of Custom Glass, Inc. and Hill<br>International, Inc. Previously, Mr. Renacci served four consecutive terms as a member of the United States Congress in the House of Representatives from 2011 to 2019. He is a Certified Public Accountant and holds a Bachelor’s degree in<br>Business Administration from Indiana University of Pennsylvania.	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		2 of 2	100%
		SECURITIES HELD OR CONTROLLED
		Subordinate Voting Shares				60,000
		DSUs^(2)^				17,356
		Value at Risk^(3)^				$164,768
		Minimum Share Ownership Requirement^(4)^				Yes
		Independent				✓
Ghyslain Rivard^(12)^, Québec, Canada		Age: 60	Director since:<br><br><br>April 1992		Last year’s voting <br><br><br>results: 99.30%
<br><br><br><br>	Mr. Ghyslain Rivard is the founder of Alithya. He acted as Alithya’s President and Chief<br>Executive Officer from its constitution in April 1992 until his retirement in 2012, after more than 35 years in the IT and business services sectors. He currently serves as a director on the Board of Alithya. Mr. Rivard holds a Bachelor’s<br>degree in computer science and mathematics from Sherbrooke University. He is a member of the Institute of Corporate Directors. Mr. Rivard holds an interest in Alithya’s multiple voting shares (please refer to the section entitled<br>“Additional Information — Principal Shareholders”).	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		5 of 5	100%
		Audit and Risk Management Committee		3 of 3	100%
		Corporate Governance and Nominating Committee		4 of 4	100%
		Human Capital and Compensation Committee		2 of 2	100%
		SECURITIES HELD OR<br>CONTROLLED
		Multiple Voting Shares				4,962,819
		DSUs^(2)^				17,600
		Value at Risk^(3)^				$10,608,292
		Minimum Share Ownership Requirement^(4)^				Yes
		Independent				✓
C. Lee Thomas, Ohio,<br>USA		Age: 66	Director since:<br><br><br>November 2018		Last year’s voting <br><br><br>results: 99.67%
<br><br><br><br>	Mr. C. Lee Thomas is a corporate director who holds the office of Executive in Residence in<br>the School of Business, and serves as a trustee and professor, at Baldwin Wallace University. Before becoming a corporate director, Mr. Thomas held various roles with Ernst & Young LLP from 1976 to June 2014, including Managing Partner<br>of its Cleveland office, Leader of its Northeast Ohio Market Segment, and as a global client serving partner. Mr. Thomas previously served as a director of Technical Consumer Products International. Mr. Thomas is a Certified Public<br>Accountant (CPA) and holds a Bachelor’s degree in accounting from Baldwin Wallace University.	BOARD/COMMITTEE MEMBERSHIP		ATTENDANCE^(1)^
		Board		5 of 5	100%
		Audit and Risk Management Committee		4 of 4	100%
		SECURITIES HELD OR<br>CONTROLLED
		Subordinate Voting Shares				26,000
		DSUs^(2)^				26,150
		Value at Risk^(3)^				$111,080
		Minimum Share Ownership Requirement^(4)^				Yes
		Independent				✓

ALITHYA I Nominees for Election to the Board 12

Pierre Turcotte^(13)^, Québec, Canada		Age: 61		Last year’s voting <br><br><br>results: 99.28%
<br><br><br><br>	Mr. Pierre Turcotte is a corporate director and the Chair of the Board of Alithya. Prior to<br>joining Alithya in 2011, he served as Senior Vice-President of CGI in Canada, the U.S. and Europe for more than 27 years, and as Chair of the Board and Chief Executive Officer of ReadBooks SAS. He acts as a director of Poudre Noire Inc.,<br>Xpertdoc Technologies Inc., Pointe-à-Callières Museum and Nouveau Monde Theater, and is an independent member of the McGill University’s Board of Governors’ IT Committee. Mr. Turcotte holds a Bachelor’s degree<br>in computer science and mathematics from Laval University and is a member of the Institute of Corporate Directors. Mr. Turcotte holds an interest in Alithya’s multiple voting shares (please refer to the section entitled “Additional<br>Information — Principal Shareholders”).	BOARD/COMMITTEE MEMBERSHIP	ATTENDANCE^(1)^
		Board	5 of 5	100%
		Corporate Governance and Nominating Committee<br>(Chair)	4 of 4	100%
		Human<br>Capital and Compensation Committee	2 of 2	100%
		SECURITIES HELD OR CONTROLLED
		Subordinate Voting Shares			145,700
		Multiple Voting Shares			1,634,333
		DSUs^(2)^			31,839
		Value<br>at Risk^(3)^			$3,859,287
		Minimum Share Ownership Requirement^(4)^			Yes
		Independent			No
(1)	For an overview of Board and committee meetings attendance by all directors of the Company during<br>the fiscal year ended March 31, 2020, please refer to the section entitled “Board and Committee Attendance” below.
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(2)	DSUs are issued under Alithya’s Long-Term Incentive Plan. For a summary of the material<br>terms of Alithya’s Long-Term Incentive Plan, please refer to Schedule A of this Information Circular. For additional information regarding grants of DSUs to directors, please refer to the section entitled “Board Compensation —<br>Long-Term Incentive Plan - DSUs”.
---	---
(3)	The Value at Risk represents the total value of Shares and, for<br>non-executive directors, DSUs, which total value is based on $2.13, **** the closing price of the subordinate voting shares on the TSX on July 22, 2020. Options are not taken into account in the Value<br>at Risk and the minimum share ownership requirement.
---	---
(4)	All directors, except Mr. Raymond, are subject to the minimum share ownership requirement<br>applicable to the Company’s directors, as more fully detailed in the section entitled “Board Compensation – Director Share Ownership Requirement”. For information regarding the minimum share ownership requirement applicable to<br>Mr. Raymond, please refer to the section entitled “Executive Compensation Program – Executive Share Ownership Requirement”.
---	---
(5)	Mr. Comeau was Vice-President and Chief Financial Officer of Aveos Fleet Performance Inc.<br>(“Aveos”) from January 26, 2009 to March 31, 2011. On March 19, 2012, Aveos filed a voluntary petition for relief under the Companies’ Creditors Arrangement Act (Canada). On November 18, 2013, Aveos presented a<br>motion for the termination of the proceedings, and on November 22, 2013, the Superior Court of Québec issued a termination and discharge order with respect to such proceedings and issued an order appointing a receiver under the<br>Bankruptcy and Insolvency Act (Canada).
---	---
(6)	Mr. DiSanto was appointed as a member of the Corporate Governance and Nominating Committee<br>following the split of the Corporate Governance, Nominating and Compensation Committee on September 18, 2019 and started acting as such at its next meeting on November 12, 2019.
---	---
(7)	For more information regarding options to purchase Shares, please refer to Schedule A of this<br>Information Circular as well as the sections entitled “Statement of Executive Compensation” and “Compensation Discussion and Analysis – Long-Term Incentive Plan”.
---	---
(8)	Ms. Martel was elected as a member of the Board and as Chair of the Human Capital and<br>Compensation Committee following the split of the Corporate Governance, Nominating and Compensation Committee on September 18, 2019 and started acting as such at its next meeting on November 12, 2019.
---	---
(9)	Mr. Raymond is considered non-independent as he is<br>the President and Chief Executive Officer of the Company.
---	---
(10)	Restricted share units are issued under Alithya’s Long-Term Incentive Plan. For a summary of<br>the material terms of Alithya’s Long-Term Incentive Plan, please refer to Schedule A of this Information Circular.
---	---
(11)	Mr. Renacci was appointed as a member of the Board effective November 12, 2019<br>following the vacancy resulting from the departure of Mr. Jeffrey Rutherford.
---	---
(12)	Mr. Rivard was a member of the Corporate Governance, Nominating and Compensation Committee<br>when the committee was split into the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee; he was appointed as a member of both committees on September 18, 2019, and started acting as such at their<br>next meeting on November 12, 2019. He also ceased to be a member of the Audit Committee on November 11, 2020.
---	---
(13)	Mr. Turcotte is considered non-independent as he<br>rendered to the Company, before it went public, paid consulting services exceeding $75,000 during a 12-month period within the three fiscal years preceding the fiscal year ended March 31, 2020.
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ALITHYA I Nominees for Election to the Board 13

BOARD AND COMMITTEE ATTENDANCE

The following table indicates the attendance of the current directors of the Company at regularly scheduled Board and committee meetings for the fiscal year ended March 31, 2020.

NAME OF DIRECTOR	BOARD^(1)^		AUDIT AND RISK <br>MANAGEMENT<br>COMMITTEE^(1)^		CORPORATE GOVERNANCE AND<br>NOMINATING COMMITTEE (FORMELY<br>THE CORPORATE <br>GOVERNANCE,<br>NOMINATING AND COMPENSATION<br>COMMITTEE)^(1)(2)^		HUMAN CAPITAL AND <br>COMPENSATION<br>COMMITTEE^(1)^
Dana Ades-Landy	5 of 5	100%	4 of 4	100%	-	-	-	-
Robert Comeau	5 of 5	100%	4 of 4	100%	-	-	-	-
Fredrick<br>DiSanto^(3)^	5 of 5	100%	-	-	2 of 2	100%	-	-
Lucie<br>Martel^(4)^	2 of 2	100%	-	-	-	-	2 of 2	100%
Paul Raymond	5 of 5	100%	-	-	-	-	-	-
James B.<br>Renacci^(5)^	2 of 2	100%	-	-	-	-	-	-
Ghyslain<br>Rivard^(6)^	5 of 5	100%	3 of 3	100%	4 of 4	100%	2 of 2	100%
C. Lee Thomas	5 of 5	100%	4 of 4	100%	-	-	-	-
Pierre<br>Turcotte^(7)^	5 of 5	100%	-	-	4 of 4	100%	2 of 2	100%
		100%		100%		100%		100%
(1)	The Company by-laws allow directors to participate by any<br>electronic means at Board and committee meetings.
---	---
(2)	The Corporate Governance, Nominating and Compensation Committee was split into two committees<br>effective September 18, 2019: the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee.
---	---
(3)	Mr. DiSanto was appointed as a member of the Corporate Governance and Nominating Committee<br>on September 18, 2019 and started acting as such at its next meeting on November 12, 2019.
---	---
(4)	Ms. Martel was elected as a member of the Board and as Chair of the Human Capital and<br>Compensation Committee on September 18, 2019 and started acting as such at its next meeting on November 12, 2019.
---	---
(5)	Mr. Renacci was appointed as a member of the Board effective November 12, 2019<br>following the vacancy resulting from the departure of Mr. Jeffrey Rutherford.
---	---
(6)	Mr. Rivard was a member of the Corporate Governance, Nominating and Compensation Committee<br>until its split on September 18, 2019, at which time he was appointed as a member of the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee and started acting as such at their next meeting on<br>November 12, 2019. He also ceased to be a member of the Audit Committee on November 11, 2019.
---	---
(7)	Mr. Turcotte was the Chair of the Corporate Governance, Nominating and Compensation<br>Committee until its split on September 18, 2019, at which time he was appointed as Chair of the Corporate Governance and Nominating Committee and as member of the Human Capital and Compensation Committee and started acting as such at their next<br>meeting on November 12, 2019.
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In the fourth quarter of the fiscal year ended March 31, 2020, in light of the uncertainty caused by the COVID-19 pandemic, the Board quickly adapted its routine to stay informed and closely monitor Alithya’s response to the rapidly evolving pandemic and its impacts on the Company’s employees, customers and business partners, shareholders and overall business. Among other things, the President and Chief Executive Officer and the other members of the Company’s executive team frequently updated the Board via special virtual meetings held to ensure that Alithya successfully navigates through this global pandemic. During the fiscal year ended March 31, 2020, the Board held three of such special meetings to which all directors attended, except for one meeting.

In June 2020, the Company’s corporate governance guidelines were amended to provide that each director must have a combined attendance rate of 75% or more at Board and Committee meetings to stand for re-election, unless exceptional circumstances arise such as illness, death in the family or other like circumstances, failing which such director must tender a written offer to resign.

ALITHYA I Nominees for Election to the Board 14

BOARD SKILLS MATRIX

The following table identifies the competencies of each Nominee Director, together with their gender, age, geographical representation, and tenure at Alithya.

LOGO

ALITHYA I Nominees for Election to the Board 15

LOGO

Director Compensation

The compensation program of the Board is designed to directly align the interests of directors with the long-term interests of the Company’s shareholders and aims at providing fair, reasonable and competitive total compensation required to attract and retain experienced and competent directors.

To assist in determining the appropriate compensation for members of the Board, the Human Capital and Compensation Committee (“Committee”) reviews competitive practices from time to time with the assistance of independent compensation consultants as discussed in the section entitled “Compensation Discussion and Analysis – Executive Compensation Program – Compensation Review Process – Compensation Consultant”.

The Committee reviews at least annually compensation data from a comparator group which is the same group used for benchmarking the compensation of executive officers (see list

of companies included in the reference group in the section entitled “Director Compensation – Structure of Compensation – Comparator Group” below).

In fiscal 2020, the Human Capital and Compensation Committee (then combined with the Governance Committee) retained the services of PCI – Perrault Conseil inc. (“PCI”) to conduct a competitive review of the compensation of the directors. Following the review, it was determined that the compensation **** of the directors was fair, reasonable, competitive and in line with the identified comparator group. The compensation discussed in this section is the compensation as recommended by PCI and still in effect as of the date of this Information Circular.

Any director who is also an employee of the Company or of any of its affiliates does not receive any compensation as a director.

STRUCTURE OF COMPENSATION

The compensation of the directors is structured as an all-inclusive annual retainer payable in cash (“Cash-Based Component”) and in share-based awards in the form of DSUs (“Share-Based Component”). The Cash-Based Component varies based on role(s) held by the directors on the Board (e.g. chairing the Board or a committee and/or being a committee member), while the Share-Based Component is set at $35,000 for all directors. This flat-fee approach was found to continue to be consistent with the compensation trends of the comparator group, adds predictability to compensation paid to directors, and is simpler to administer. The Committee and the Board consider such compensation to remain appropriate for fiscal 2021. Until a director has achieved his or her minimum share ownership requirement, 50% of his or her annual Cash-Based Component is paid in DSUs.

Directors are also reimbursed for reasonable travel and other out-of-pocket expenses incurred for attendance at Board and committee meetings.

Comparator Group

In fiscal 2020, PCI compared Alithya’s director compensation against a comparator group comprised of 12 companies, including companies in the IT industry, as well as companies in other industries, but of comparable size to Alithya in terms of revenues and market capitalization, given that Alithya competes to attract and retain directors in Canada, the U.S. and Europe. The compensation of the Company’s directors is below the comparator group median, except for the compensation paid to the Board Chair which is slightly above the comparator group median.

COMPANY NAME	PRIMARY INDUSTRY
Altus Group Ltd.	IT Consulting Services
Avid Technology Inc.	Technology and Multimedia
Box Inc.	IT Consulting Services
Calian Group Ltd.	Professional Services
Descartes Systems Group<br>Inc.	IT Consulting<br>Services
COMPANY NAME	PRIMARY INDUSTRY
---	---
GFT Technologies SE<br><br><br>IBI Group Inc.	IT Consulting Services<br><br><br>IT Consulting Services
Ordina N.V.	IT Consulting Services
Perficient Inc.	IT Consulting Services
Quotient Technology Inc.	Marketing Technology
Shopify Inc.	eCommerce
Willdan Group Inc.	IT Consulting Services

Annual Retainer

The following table shows the Cash-Based Component and the Share-Based Component of the annual retainer of all directors for the fiscal year ended March 31, 2020:

DIRECTOR POSITION	ANNUAL RETAINER
	CASH-BASED<br> <br>COMPONENT^(1)^		SHARE-BASED <br>COMPONENT
Board Chair	$	95,000	$	35,000
Director	$	40,000	$	35,000
Committee Chair	$	35,000		-
Committee Member	$	10,000		-
(1)	Directors may elect to receive all or part of the Cash-Based Component of their annual retainer<br>either in cash, in DSUs or a combination of both. Until a director has achieved his or her minimum share ownership requirement, 50% of his or her annual Cash-Based Component is paid in DSUs.
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Long-Term Incentive Plan – DSUs

In addition to the Share-Based Component of their annual retainer, directors may, subject to the Director Share Ownership Requirement (as defined below), prior to the beginning of each calendar year, elect to receive all or part of the Cash-Based Component of their annual retainer either in cash, in DSUs issued pursuant to the Company’s Long-Term Incentive Plan (“LTIP”), or a combination of both.

Each DSU entitles the beneficiary thereof to receive upon resignation, retirement or death, one subordinate voting share of the Company. Each director has an account where DSUs are credited and held until the director leaves the Board. The number of DSUs credited to each director’s account is calculated by dividing the amount to be received in DSUs by the closing

ALITHYA I Director Compensation 16

price of the subordinate voting share on the TSX, on the last trading day immediately preceding the date of grant.

The issuance of DSUs to directors is considered a key component to enhance the Company’s ability to attract and retain talented individuals to serve as members of the Board, to

promote alignment of interests between directors and the Company’s shareholders and to assist directors in fulfilling the Director Share Ownership Requirement.

Detailed information on the LTIP is included in Schedule A of this Information Circular.

DIRECTOR COMPENSATION TABLE

The table below shows the total compensation earned by each director for the fiscal year ended March 31, 2020. All fees are based in Canadian dollars.

NAME OF DIRECTOR	CASH^(1)(2)^<br> <br>($)	SHARE-BASED AWARDS^(3)^<br> <br>($)	ALL OTHER COMPENSATION<br><br><br>($)	TOTAL<br><br><br>($)
Dana Ades-Landy	25,000	60,000	-	85,000
Robert Comeau	46,875	63,125	-	110,000
François<br>Côté^(4)(5)^	48,750	8,750	-	57,500
Fredrick<br>DiSanto^(6)^	32,500	47,500	-	80,000
Lucie Martel^(7)^	18,750	36,250	-	55,000
James B.<br>Renacci^(8)^	5,435	23,505	-	28,940
Ghyslain Rivard^(9)^	60,000	35,000	-	95,000
Jeffrey<br>Rutherford^(5)(10)^	26,250	17,500	-	43,750
C. Lee Thomas	31,250	53,750	-	85,000
Pierre Turcotte	78,375	51,625	-	130,000
(1)	This column shows the value of the retainer earned by the directors in respect of the fiscal year<br>ended March 31, 2020 payable in cash. As part of the Company’s effort to mitigate the impacts of the COVID-19 pandemic, the Board unanimously agreed to defer until a later date the payment of the<br>Cash-Based Component of their Board retainer payable in respect of the last quarter of fiscal 2020. Although the payment thereof was made after the end of fiscal 2020, this column includes the deferred amount as it relates to compensation earned by,<br>and payable to, the non-executive directors in respect of the fiscal year ended March 31, 2020.
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(2)	For the first, second and third quarter of fiscal 2020, except for Mses. Ades-Landy and Martel<br>and Messrs. Comeau and Thomas who received half of their Cash-Based Component in DSUs during the period they did not meet the Director Share Ownership Requirement, all directors receive the Cash-Based Component of their Board retainer in cash. For<br>the last quarter of fiscal 2020, Ms. Ades-Landy and Messrs. Comeau and Thomas elected to receive half of the Cash-Based Component of their Board retainer in DSUs, Mr. DiSanto and Renacci elected to<br>receive all of the Cash-Based Component of their Board retainer in DSUs, Ms. Martel and Mr. Rivard elected to receive all of the Cash-Based Component of their Board retainer in cash, except that Ms. Martel received half of hers in<br>DSUs as she has yet to meet the Director Share Ownership Requirement, and Mr. Turcotte elected to receive 70% of the Cash-Based Component of his Board retainer in DSUs.
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(3)	This column shows the value of the Board retainer earned by the directors in respect of the<br>fiscal year ended March 31, 2020 and which was paid in DSUs. It includes the Share-Based Component of their annual retainer as well as the value of the Cash-Based Component of their annual retainer they either elected to receive in additional<br>DSUs or that was paid in DSUs pursuant to the Director Share Ownership Requirement.
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(4)	Mr. Côté did not seek re-election on<br>the Board and therefore ceased to act as a director and Chair of the Governance and Compensation Committee (which was split into the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee) on<br>September 18, 2019. Mr. Côté was also a member of the Audit Committee until June 30, 2019.
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(5)	The Share-Based Component of the Board retainer of Messrs. Côté and Rutherford for<br>the last quarter during which they acted as members of the Board and/or committee members was paid in cash, pro rata to the number of days they acted as such during that quarter, as they were no longer eligible to receive DSUs under the LTIP on the<br>last day of the quarter.
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(6)	Mr. DiSanto was appointed as a member of the Corporate Governance and Nominating Committee<br>following the split of the Corporate Governance, Nominating and Compensation Committee on September 18, 2019 and started acting as such at its next meeting on November 12, 2019.
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(7)	Ms. Martel was elected as a member of the Board and as Chair of the Human Capital and<br>Compensation Committee following the split of the Corporate Governance, Nominating and Compensation Committee on September 18, 2019 and started acting as such at its next meeting on November 12, 2019.
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(8)	Mr. Renacci was appointed as a member of the Board effective November 12, 2019<br>following the vacancy resulting from the departure of Mr. Jeffrey Rutherford.
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(9)	Mr. Rivard was a member of the Corporate Governance, Nominating and Compensation Committee<br>until its split on September 18, 2019, at which time he was appointed as a member of the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee and started acting as such at their next meeting on<br>November 12, 2019. He also ceased to be a member of the Audit Committee on November 11, 2019.
---	---
(10)	Mr. Rutherford ceased to be a member of the Board on October 31, 2019.
---	---

INCENTIVE PLAN AWARDS - OUTSTANDING AWARDS

The following table shows options (option-based awards) held by directors as at March 31, 2020 as well as the market value of vested DSUs (share-based awards) held as at such date. The Company’s directors did not receive any option-based awards in respect of their compensation for the fiscal year ended March 31, 2020. Outstanding options listed in the table below were originally granted by Edgewater prior to the Edgewater Acquisition.

ALITHYA I Director Compensation 17

	OPTION-BASED AWARDS					SHARE-BASED AWARDS
NAME	NUMBER OF SUBORDINATE<br>VOTING SHARES<br>UNDERLYING<br>UNEXERCISED OPTIONS<br><br><br>(#)		OPTIONEXERCISE PRICE ()	OPTION EXPIRATION DATE	VALUE OFUNEXERCISED IN- THE-MONEYOPTIONS<br>()	MARKET OR PAYOUTVALUE OF SHARE-BASED AWARDSTHAT HAVE NOTVESTED ()	MARKET OR<br>PAYOUTVALUE OF VESTED SHARE-BASED AWARDS NOT PAIDOUT OR DISTRIBUTED(1)<br>()
Dana Ades-Landy		-		-
Robert Comeau		-		-
François<br>Côté^(2)^		-		-
Fredrick<br>DiSanto^(3)(4)^		20,856		February 16, 2022
		6,436		June 14, 2022
		27,292		-
Lucie Martel^(5)^		-		-
James B.<br>Renacci^(6)^		-		-
Ghyslain Rivard^(7)^		-		-
Jeffrey<br>Rutherford^(8)^		-		-
C. Lee Thomas		-		-
Pierre Turcotte		-		-

All values are in US Dollars.

(1)	Shows the aggregate market value of DSUs held as at March 31, 2020 based on $2.46, the<br>closing price of the subordinate voting shares on the TSX on March 31, 2020, the last trading day of the fiscal year ended March 31, 2020. All DSUs are fully vested at the time of grant.
(2)	Mr. Côté did not seek re-election on<br>the Board and will therefore ceased to be a member of the Board and the Chair of the Governance and Compensation Committee (which was split into the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee) on<br>September 18, 2019. Mr. Côté was also a member of the Audit Committee until June 30, 2019. His DSUs were settled on December 17, 2019.
---	---
(3)	Mr. DiSanto’s options are options that were originally issued by Edgewater and which<br>were converted, on substantially the same terms and conditions as were applicable under the Edgewater incentive plans before the Edgewater Acquisition, into options to acquire a number of subordinate voting shares equal to the number of shares of<br>common stock of Edgewater subject to such options immediately prior to the Edgewater Acquisition multiplied by the equity exchange ratio of 1.1918.
---	---
(4)	The exercise price of Mr. DiSanto’s options is in U.S. dollars. The exercise price of<br>his options held prior to the Edgewater Acquisition was originally fixed by Edgewater and was reduced by an amount of US$1.15 per option, immediately prior to the closing of the Edgewater Acquisition in order to reflect the special dividend paid on<br>each Edgewater share of common stock then outstanding to Edgewater stockholders of record on October 31, 2018, and divided by the 1.1918 equity exchange ratio upon closing. The exercise price shown is the Canadian dollar equivalent of the U.S.<br>exercise price determined using the March 31, 2020 exchange rate of $1.4118 for each U.S. dollar:
---	---
Option Expiration Date	Option Exercise Price (US$)	Option Exercise Price (C$)
---	---	---
February 16, 2022	4.45	6.28
June 14, 2022	4.90	6.92
(5)	Ms. Martel was elected as a member of the Board and as Chair of the Human Capital and<br>Compensation Committee following the split of the Corporate Governance, Nominating and Compensation Committee on September 18, 2019 and started acting as such at its next meeting on November 12, 2019.
---	---
(6)	Mr. Renacci was appointed as a member of the Board effective November 12, 2019<br>following the vacancy resulting from the departure of Mr. Jeffrey Rutherford.
---	---
(7)	Mr. Rivard was a member of the Corporate Governance, Nominating and Compensation Committee<br>until its split on September 18, 2019, at which time he was appointed as a member of the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee and started acting as such at their next meeting on<br>November 12, 2019. He also ceased to be a member of the Audit Committee on November 11, 2019.
---	---
(8)	Mr. Rutherford ceased to be a member of the Board on October 31, 2019. The 20,856<br>options he held as at the date of the end of his Board mandate were forfeited and canceled on January 31, 2020. The table above shows the market value of his DSUs as at March 31, 2020 (being the reference date for the information disclosed<br>in this table). Mr. Rutherford’s DSUs were settled on April 30, 2020.
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INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The table below shows the value of options (option-based awards) and DSUs (share-based awards) held by directors which vested during the fiscal year ended March 31, 2020. Directors did not receive any option-based awards or non-equity incentives during the fiscal year ended March 31, 2020.

NAME	OPTION-BASED AWARDS –<br><br><br>VALUE VESTED DURING THE YEAR^(1)^	SHARE-BASED AWARDS -<br><br><br>VALUE VESTED DURING THE YEAR^^($)^(2)^	NON-EQUITY INCENTIVE PLAN COMPENSATION<br>– VALUE EARNED DURING THE<br>YEAR
Dana Ades-Landy	-	45,000	-
Robert Comeau	-	45,000	-
François<br>Côté^(3)^	-	-	-
Fredrick DiSanto	-	38,750	-
Lucie Martel^(4)^	-	36,250	-
James B.<br>Renacci^(5)^	-	23,505	-
Ghyslain Rivard	-	26,250	-
Jeffrey<br>Rutherford^(6)^	-	8,750	-
C. Lee Thomas	-	38,750	-
Pierre Turcotte	-	42,875	-
(1)	Mr. DiSanto’s options vested prior to the fiscal year ended March 31, 2020.
---	---
(2)	Does not include the value of the DSUs granted to the directors on March 26, 2019 issued in<br>respect of the directors’ compensation for the first quarter of the fiscal year ended March 31, 2020 as such DSUs vested during the fiscal year ended March 31, 2019.
---	---
(3)	Mr. Côté did not seek re-election on<br>the Board and therefore ceased to act as a director and Chair of the Corporate Governance, Nominating and Compensation Committee (which was split into the Corporate Governance and Nominating Committee and the Human Capital and Compensation<br>Committee) on September 18, 2019. Mr. Côté was also a member of the Audit Committee until June 30, 2019.
---	---
(4)	Ms. Martel was elected as a member of the Board on September 18, 2019.
---	---
(5)	Mr. Renacci was appointed as a member of the Board effective November 12, 2019<br>following the vacancy resulting from the departure of Mr. Jeffrey Rutherford.
---	---
(6)	Mr. Rutherford ceased to be a member of the Board on October 31, 2019.
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ALITHYA I Director Compensation 18

DIRECTOR SHARE OWNERSHIP REQUIREMENT

The directors of the Company play a central role in enhancing shareholder value and are therefore required to acquire and maintain a certain level of ownership in the Company. The Board has adopted a minimum share ownership requirement for directors which requires each director to own, within three **** years of the later of November 1, 2018 and their election or appointment, Shares and share-based awards, such as DSUs, having an aggregate value equal to at least two times the Cash-Based Component of their annual retainer (the “Director Share Ownership Requirement”), and each director is required to continue to hold such value throughout his or her tenure as a director. For the purpose of assessing the Director Share Ownership Requirement, Shares are valued at the greater of the price of the subordinate voting shares at the time the Shares or

DSUs were acquired and the market value of the Shares or DSUs using the closing price of Alithya’s subordinate voting shares on the TSX on the last trading day preceding the day on which the share ownership level is assessed. In addition, Alithya securities held to comply with the Director Share Ownership Requirement shall not be, during the directors’ tenure, the object of specific monetization procedures or other hedging procedures to reduce the exposure related to their ownership.

Directors may elect to receive up to 100% of the Cash-Based Component of their annual retainer in DSUs. Until they meet the Director Share Ownership Requirement, directors are, however, required to receive at least 50% of the Cash-Based Component of their annual retainer in DSUs.

Director Share Ownership Table

The following table provides information on the number and the value of Shares and DSUs owned by each non-executive Nominee Director as at July 22, 2020, and indicates whether they meet the Director Share Ownership Requirement.

DIRECTOR				DIRECTOR SHARE<br>OWNERSHIP<br>REQUIREMENT^(3)^
Dana Ades-Landy	12,725	27,858	40,583	✓
Robert Comeau	22,300	30,425	52,725	✓
Fredrick DiSanto	1,756,494	28,306	1,784,800	✓
Lucie Martel	-	20,473	20,473	On target –<br><br><br>September 17, 2022
James B. Renacci	60,000	17,356	77,356	✓
Ghyslain Rivard	4,962,819	17,600	4,980,419	✓
C. Lee Thomas	26,000	26,150	52,150	✓
Pierre Turcotte	1,780,033	31,839	1,811,872	✓

All values are in US Dollars.

(1)	Subordinate voting shares and/or multiple voting shares, as applicable.
(2)	Based on $2.13, **** the closing price of the subordinate voting shares on the TSX on<br>July 22, 2020.
---	---
(3)	The minimum share ownership assessment is based on the total value of the greater of the price of<br>the subordinate voting shares at the time the Shares or DSUs were acquired and the market value of the Shares or DSUs (which was $2.13 on July 22, 2020).
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ALITHYA I Director Compensation 19

LOGO

Statement of Corporate Governance Practices

We believe that our success relies on our reputation and the trust placed in our Company by our clients, employees, suppliers and others we interact with in our operations. Our commitment to specific core values such as respect, trust and integrity guide our actions and the way we operate responsibly and with integrity. As such, we are committed to adhering to high standards of corporate governance and designed our corporate governance practices consistent with this objective. The role, specific mandate and functioning rules of the Board and its committees are set forth in our corporate governance guidelines (“Corporate Governance Guidelines”) and their respective mandate adopted by the Board. Our Corporate Governance Guidelines and the mandate of the Board and its committees are available on our website at www.alithya.com. They are reviewed at least annually with a view to continually improving our practices by assessing their effectiveness and comparing them with evolving best practices, changing circumstances and our needs.

As a Canadian reporting issuer with securities listed on the TSX and NASDAQ, our corporate governance practices comply with applicable rules adopted by the Canadian securities regulators (“CSA”), applicable provisions of the U.S. Sarbanes-

Oxley Act of 2002 and related rules of the U.S. Securities and Exchange Commission (“SEC”). We are exempted from complying with certain of the NASDAQ corporate governance rules, provided that we comply with Canadian governance requirements. Accordingly, except as summarized on our website at www.alithya.com, our corporate governance practices comply with the NASDAQ corporate governance rules in all significant respects.

The Board is of the opinion that the Company’s corporate governance practices are well designed to assist the Company in achieving its principal corporate objective, which is the enhancement of shareholder value, and that its corporate governance practices meet the requirements of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and National Policy 58-201 – Corporate Governance Guidelines. The Board has approved the disclosure of the Company’s corporate governance practices described below, on the recommendation of the Corporate Governance and Nominating Committee (referred to as the “Committee” in this section of the Information Circular).

Here are a few highlights of our corporate governance practices:

77.8%OF<br> <br>INDEPENDENT<br><br><br>DIRECTORS<br><br><br>WITH AN INDEPENDENT<br><br><br>LEAD DIRECTOR	TARGET OF 30%<br><br><br>OF DIRECTORS<br><br><br>WHO ARE WOMEN<br><br><br>AND WHO HAVE<br><br><br>DIVERSE<br> <br>BACKGROUNDS BY<br> <br>THE END OF 2022	ANNUAL<br> <br>BOARD<br><br><br>EVALUATION<br><br><br>PROCESS	OVERBOARDING<br> <br>AND BOARD<br><br><br>INTERLOCK<br><br><br>POLICIES	MINIMUM OF 75%<br><br><br>OF BOARD AND<br> <br>COMMITTEE<br> <br>ATTENDANCE AS<br><br><br>RE-ELECTION<br><br><br>ELIGIBILITY<br> <br>CRITERIA

BOARD OF DIRECTORS

Mandate of the Board

The Board has clearly delineated its role and the role of management. The Board is elected by the shareholders and is responsible for the stewardship of the business and affairs of the Company, while management’s role is to conduct the day-to-day operations in a way that will meet this objective. The mandate of the Board, which it currently discharges directly or through one of its three committees, is to supervise the management of the business and affairs of the Company, and includes responsibility for approving strategic goals and objectives, review of operations, disclosure and communication policies, oversight of financial reporting and other internal controls, corporate governance, director orientation and education, executive compensation and oversight, and director nomination, compensation and assessment. Board committees’ recommendations are generally subject to Board approval. Meetings of the Board are held at least five times a year and as necessary.

The Board annually reviews the adequacy of its mandate. The text of the Board’s mandate is set out in Schedule B to this Information Circular.

Composition of the Board

BOARD SIZE

The Board is currently comprised of nine members and has fixed at nine the number of directors to be elected at the Meeting, namely: Dana Ades-Landy, Robert Comeau, Fredrick DiSanto, Lucie Martel, James B. Renacci, Paul Raymond, Ghyslain Rivard, C. Lee Thomas and Pierre Turcotte. All of the Nominee Directors are currently members of the Board and, except for Mr. Renacci whose nomination is proposed for election at the Meeting for the first time, all were elected at the last annual meeting of shareholders.

ALITHYA I Statement of Corporate Governance Practices 20

INDEPENDENCE OF DIRECTORS

In determining whether a director is independent, the Board applies the standards developed by Canadian and U.S. securities laws and regulations and the NASDAQ corporate governance standards, in light of all relevant facts. To better align the interest of the Board with those of our shareholders, more than two thirds of the Nominee Directors are independent. Except for Mr. Raymond, who is our President and Chief Executive Officer, and Mr. Turcotte, who rendered paid consulting services to the Company until March 31, 2018, the Board determined that the seven other Nominee Directors are independent.

INDEPENDENT	NON-INDEPENDENT
Dana Ades-Landy<br> <br><br><br><br>Robert Comeau<br> <br><br><br><br>Fredrick DiSanto<br> <br><br><br><br>Lucie Martel<br> <br><br><br><br>James B. Renacci<br> <br><br><br><br>Ghyslain Rivard<br> <br><br><br><br>C. Lee Thomas	Paul Raymond^(1)^<br><br><br><br> <br>Pierre Turcotte^(2)^
(1)	Mr. Raymond is the President and Chief Executive Officer of the Company.
---	---
(2)	Mr. Turcotte rendered to the Company paid consulting services exceeding $75,000 during a 12-month period within the three fiscal years preceding the fiscal year ended March 31, 2020.
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In-Camera Meetings

The Board holds an in-camera meeting of the non-executive directors and an in-camera meeting of the independent directors in conjunction with every regular meeting of the Board. During the fiscal year ended March 31, 2020, there were five in-camera meetings of the non-executive and independent directors.

Other Directorships

As indicated in our Corporate Governance Guidelines, the Company recognizes that the Board can benefit from a director also serving on the board of other issuers, so long as such service does not conflict with the Company’s interests. For example, no director shall also serve as a director, officer or employee of one of the Company’s competitors. In general, each non-executive director is expected to hold no more than four directorships with other publicly listed issuers, and each executive director is expected to hold no more than two such directorships.

In addition, members of the Audit Committee may not serve on the audit committee of more than two other publicly listed issuers, unless the Board has first determined that such simultaneous service would not impair the ability of the applicable director to serve on the Audit Committee. A director wishing to join any other board of directors, whether of a private or public corporation, must first request permission of the Chair of the Board so that the appropriate review can be undertaken to ensure that there is no potential conflict or any other legal or business concerns.

As at July 22, 2020, certain Nominee Directors were directors of other publicly listed issuers, as outlined in the following table:

NAME	PUBLIC ENTITY	COMMITTEES
Robert Comeau	H2O Innovation Inc.<br><br><br>(TSX-V)	Chair of the Audit Committee and the Corporate Governance, Remuneration and Risks Committee and member of the Growth Committee
Fredrick DiSanto	The Eastern Company<br><br><br>(NASDAQ)	Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee
	Regional Brands Inc. (NASDAQ)	-
Paul Raymond	WSP Global Inc.<br><br><br>(TSX)	Member of the Audit Committee
James B. Renacci	Hill International, Inc. (NYSE)	-

While Mr. DiSanto is on the board of two other public companies, the Company believes that he is not overcommitted and that such tenure does not undermine his contribution to the Company. Mr. DiSanto has attended all regular **** meetings of the Board and the committee of which he is a member during the fiscal year ended March 31, 2020. The Company believes that his prior involvement with Edgewater and his overall expertise and knowledge of the U.S. market brings valuable insight to the Board.

Looking to continuously bolster the Company’s corporate governance, the Committee recommended to the Board that our Corporate Governance Guidelines be amended to provide that there may not be more than two board interlocks at any given time. A board interlock is considered to occurs when two of the Company’s directors also serve together on the board of another public company or investment company. As of July 22, 2020, there were no board interlocks.

POSITION DESCRIPTIONS

The Board has developed written position descriptions for the Chair of the Board, the lead director and the President and Chief Executive Officer, the complete text of which can be found on the Company’s website at www.alithya.com. Summaries of the foregoing position descriptions are included below. Position descriptions are reviewed annually by the Committee and are updated as required.

Chair of the Board

The Company’s Board is led by a non-executive Chair, who, as per our Corporate Governance Guidelines, must be appointed by the Board upon the recommendation of the Committee. The prime responsibility of the Board Chair is to provide leadership to the Board and enhance Board effectiveness. As such, the Board Chair prepares and presides Board meetings and ensures the efficient conduct of the Board’s work. In fulfilling his responsibilities, the Board Chair acts as a liaison between the Board and management, and takes steps to foster the Board’s understanding of its responsibilities and boundaries with management. The Board Chair also oversees the responsibilities delegated to Board committees. Mr. Pierre Turcotte is the current Chair of the Board.

ALITHYA I Statement of Corporate Governance Practices 21

Lead Director

The Board has appointed an independent lead director whose prime responsibility is to assist the Board Chair in enhancing Board effectiveness. The Company’s current Board Chair is not considered independent as he rendered to the Company paid consulting services exceeding $75,000 during a 12-month period within the three fiscal years preceding the fiscal year ended March 31, 2020. In fulfilling his responsibilities, the lead director provides input to the Board Chair regarding the planning and organization of the activities of the Board and assists the Corporate Governance and Nominating Committee by providing input regarding the composition and structure of the Board and its committees and ensuring that the effectiveness of the Board is regularly assessed. The lead director also chairs periodic meetings of the independent directors and reports to the Board Chair on discussions to facilitate the interaction between the independent directors and management. Mr. Robert Comeau is the current lead director of the Company.

President and Chief Executive Officer

The President and Chief Executive Officer is responsible for leading the growth and success of the Company. In fulfilling his responsibilities, the President and Chief Executive Officer develops the Company’s strategic plans, in light of emerging opportunities and risks and with a view to the Company’s sustained profitable growth and long-term value creation, and oversees the implementation of such plans once approved by the Board. The President and Chief Executive Officer ensures that the Company achieves and maintains a satisfactory level of competitiveness both through organic growth, by strengthening existing client partnerships and fostering new relationships, and strategic acquisitions. Mr. Paul Raymond is the current President and Chief Executive Officer and he reports to the Company’s Board.

Nomination to the Board

SKILLS MATRIX

When identifying potential director candidates, the Committee and the Board Chair (who is also the Chair of the Committee) focus on expanding and completing the Board’s overall knowledge, expertise and diversity. Board renewal and succession planning is an item in the work program of the Committee and is subject to regular discussions.

In proposing a list of director candidates, the Board is guided by the process described in the Company’s Corporate Governance Guidelines. As part of the process, the Board Chair, in consultation with the Committee, has developed a skills matrix based on types of business expertise and industry experience and diversity criteria (gender, age, geographical representation and Board tenure), which aims at identifying gaps to be addressed in the director nomination process. Such process ensures that the skill set developed by directors, through their business expertise and experience, meets the needs of the Board. The Board also gives careful consideration to expertise, experience and diversity of current directors, the suitability and performance of potential director candidates, as well as their

independence, qualifications, financial acumen, business judgment and board dynamics.

For an overview of the competencies of each Nominee Director, together with their gender, age, geographical representation and Board tenure, please refer to the Board Skills Matrix presented in the section entitled “Nominees for Election to the Board – Board Skills Matrix”. The Committee reviews at least annually its skills matrix with the Board Chair with a view to (i) ensuring that the Board’s overall experience and expertise remain diversified, (ii) ensuring that the matrix itself remains accurate and relevant to the evolving needs of the Company, and (iii) filling any gaps so that the needs of the Board are met.

In order to assist the Committee and the Board Chair in recommending director candidates, the Committee, together with the Board Chair, identifies potential director candidates and, prior to nominating a new director for election or appointment, the Board Chair and the President and Chief Executive Officer meet with the candidate to discuss his or her interest and willingness to serve on Alithya’s Board, potential conflicts of interest, and his or her ability to devote sufficient time and energy to the Board.

BOARD DIVERSITY

In an increasingly complex global market, the ability to draw on a wide-range of viewpoints, backgrounds, skills, and experience is critical to the Company’s success. Further, diversity helps to ensure that a wide variety of different perspectives are brought to bear on issues, while enhancing the likelihood that proposed solutions will be nuanced, inclusive and comprehensive.

The Company believes that diversity at board, executive officer and senior management levels (and at all levels within the Company) can provide a number of potential benefits, including:

●	Access to a significant part of a potentially relevant talent pool that can contribute to and lead<br>in a variety of technical and other functional areas;
●	Unique and tangible contributions, resulting from different perspectives, experiences, concerns and<br>sensibilities, in finance, strategy, marketing, client relations, technology, mentoring and employee relations in a world of diverse clients and workforces;
---	---
●	Potential for richer discussion and debate that may ultimately increase effectiveness in<br>decision-making and advising functions;
---	---
●	Increased likelihood that the perspectives and concerns of all stakeholders are represented in<br>discussions; and
---	---
●	Signaling Alithya’s values to various stakeholders, including employees at all levels,<br>shareholders, clients, communities, regulators and other government officials, and the public.
---	---

The Board believes that diversity of personal characteristics such as age, gender, ethnicity, geographical representation, business expertise, stakeholder expectations and culture is an important attribute of a well-functioning Board. Alithya believes that increasing the diversity of the Board to reflect the communities and clients Alithya serves is essential in maintaining a competitive focus and that a diverse board also

ALITHYA I Statement of Corporate Governance Practices 22

signals that diverse perspectives are important to the Company, and that Alithya is committed to inclusion.

The Committee, which is responsible for recommending director candidates to the Board, considers candidates on merit, based on a balance of skills, background, experience, knowledge and personal characteristics. The Committee also sets measurable objectives for achieving diversity and recommend them to the Board for adoption. In connection with these objectives, the Board has set, in its Corporate Governance Guidelines, a target that at least 30% of directors on the Board should be women and that at least 30% of directors should be of diverse backgrounds by the end of the calendar year 2022.

Alithya has not yet achieved these targets, but is progressing towards them. Two of the nine Nominee Directors are women, representing 22% of the Board. The Committee considers the level of representation of women and diversity on the Board by overseeing the selection process and ensuring that women and other diverse candidates are included in the list of candidates proposed to the Board as potential directors.

IDENTIFICATION OF POTENTIAL DIRECTOR CANDIDATES

The Committee has the mandate to identify and recruit qualified director candidates and to make recommendations to the Board for their nomination for election or appointment. The Chair of the Board and the President and Chief Executive Officer are consulted and have input throughout the selection process. The Board, however, retains the ultimate responsibility for giving its approval for its composition and size and the selection of candidates nominated for election or appointed as directors. An invitation to stand as a nominee director is made to a candidate by the Board through the Board Chair.

The Committee is mandated to review annually the competencies, skills and personal qualities applicable to candidates to be considered for nomination to the Board. The objective of this review is to maintain the composition of the Board in a way that provides, in the judgment of the Board, an appropriate variety of skills and experience to overview the overall stewardship of the Company. The Committee, together with the lead director, is responsible for conducting an annual assessment of the overall performance and effectiveness of the Board and each committee, the Board Chair and each committee Chair and reporting on such assessments to the Board. The objective of the evaluation is to ensure the continued effectiveness of the Board in the execution of its responsibilities and to contribute to a process of continuing improvement. Results of the board assessment are taken into consideration when assessing the Board composition. For more information on such assessments, please refer to the section entitled “Board Assessment”.

NOMINATION OF DIRECTORS FOR RE-ELECTION

Our Corporate Governance Guidelines were also amended to provide that each director must have a combined attendance rate of 75% or more at Board and Committee meetings to stand for re-election, unless exceptional circumstances arise such as illness, death in the family or other like circumstances, failing which such director must tender a written offer to resign. As of July 22, 2020, the Nominee Directors all met such condition.

MAJORITY VOTING POLICY

The Board has adopted a policy, which forms part of our Corporate Governance Guidelines, to the effect that any nominee director who receives a greater number of votes “withheld” than votes “for”, with respect to the election of directors by shareholders, shall tender his or her resignation to the Board promptly following the meeting of shareholders at which the director was elected. The directors, other than those who also received a majority withheld vote at the same election, shall consider and, within 90 days following the election, determine whether or not to accept the resignation. The Board will make its decision and promptly announce it in a press release within 90 days following the shareholders meeting, a copy of which will be provided to the TSX. The Board shall, however, accept such resignation absent exceptional circumstances and the resignation shall be effective when accepted by the Board. This policy only applies in circumstances involving an uncontested election of directors. An “uncontested election of directors” means that the number of director nominees is the same as the number of directors to be elected to the Board.

ADVANCE NOTICE BY-LAW

As per sections 26 to 32 of the Company by-laws, only persons who are nominated in accordance with the procedures contained therein shall be eligible for election as directors of the Company. Such nomination process sets a deadline before a shareholders meeting for a shareholder to notify the Company of his, her or its intention to nominate directors, and lists the information that must be included with such nominations’ notice to be valid. Such provisions apply at any shareholders meeting that was called for the election of directors, but may be waived by the Board at its sole discretion.

The Board believes that this requirement establishes a transparent and fair process for all shareholders to follow if they intend to nominate directors, and allows all shareholders, including those participating by proxy, to have sufficient time and information before they vote for the election of directors. It is also intended to facilitate an orderly and efficient meeting process. A copy of the Company by-laws, including the advance notice provisions, is available on our website at www.alithya.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

ALITHYA I Statement of Corporate Governance Practices 23

Committees’ Mandates and Membership

Prior to September 18, 2019, the Board had two committees to assist it in fulfilling its mandate: the Audit Committee and the Corporate Governance, Nominating and Compensation Committee. On September 18, 2019, given the evolving needs of the Board and the extensive mandate of the Corporate Governance, Nominating and Compensation Committee, that committee was split into two distinct committees, the Corporate Governance and Nominating Committee (“Governance Committee” or “Committee”), which continued the works of its predecessor committee, except for human capital and compensation matters which were assigned to the new Human Capital and Compensation Committee (“Compensation Committee”). Each committee reports to the Board. The role and responsibilities of committee Chairs and the mandate of the committees have been adjusted accordingly, and are described below.

ROLE AND RESPONSIBILITIES OF COMMITTEE CHAIRS

The text of the mandates of the Audit Committee, the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee, which can be found on the Company’s website at www.alithya.com, each contain a description of the position of the Chairs. The prime responsibility of committee Chairs is to be responsible for leadership of the committee assignments, including preparing the agenda, presiding over the meetings, making committee assignments, and reporting to the Board following meetings of the committee on matters considered by the committee, its activities and compliance with its mandate. Mr. Robert Comeau is the Chair of the Audit Committee, Mr. Pierre Turcotte is the Chair of the Governance Committee and Ms. Lucie Martel is the Chair of the Compensation Committee.

The following is a summary of the mandate of each committee of the Board. Each committee annually reviews the adequacy of its mandate. The text of the Audit Committee’s mandate is set out in Schedule C to this Information Circular.

AUDIT AND RISK MANAGEMENT COMMITTEE

The primary mandate of the Audit Committee is to review the financial statements of the Company and public disclosure documents containing financial information and to report on such review to the Board, to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure documents that contain financial information, to oversee the work and review the independence of the external auditors, and to oversee the Company’s internal control over financial reporting. The Audit Committee is also responsible for ensuring that appropriate risk management processes are in place across the Company. In performing its duties and exercising its powers, the Audit Committee considers and addresses the risks related to the establishment, maintenance and implementation of disclosure controls and procedures and internal control over financial reporting and the risks related to security and data privacy that would reasonably be expected to have a material effect on the Company. The membership of the Audit Committee is as follows:

MEMBERSHIP	INDEPENDENT
Robert Comeau (Chair)<br> <br><br><br><br>Dana Ades-Landy<br> <br><br><br><br>C. Lee Thomas	✓<br> <br><br><br><br>✓<br><br><br><br> <br>✓

Below details the main qualifications of the members of the Audit Committee to effectively contribute to the Audit Committee:

●	Mr. Comeau brings significant financial expertise to the Audit Committee. He served as Chief<br>Financial Officer of both public and private companies from 2005 to 2015 and currently sits as the Chair of the Audit Committee of H2O Innovation Inc. Mr. Comeau holds a Bachelor’s degree in accounting from HEC Montreal and is a Chartered<br>Professional Accountant (CPA, CA).
●	Ms Ades-Landy has extensive financial expertise. With more than 25 years of experience as an<br>executive in the banking industry, she is Chief Executive Officer of the Heart & Stroke Foundation of Canada (Québec) and also serves as Chair of the Audit Committee of First Lion Holdings Inc. and Canada Mortgage and Housing<br>Corporation. She holds a Master of Business Administration in finance/accounting from Concordia University.
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●	Mr. Thomas brings valuable financial expertise to the Audit Committee. He has held various<br>roles at Ernst & Young LLP from 1976 to 2014, including that of Managing Partner. He holds a Bachelor’s degree in accounting from Baldwin Wallace University and is a Certified Public Accountant (CPA). He also currently teaches at<br>Baldwin Wallace University.
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The mandate of the Audit Committee provides that it must be composed of a minimum of three members, all of whom shall be independent directors within the meaning of applicable Canadian and U.S. securities laws and NASDAQ corporate standards. The Board has determined that all members of the Audit Committee meet the independence requirements under the rules of NASDAQ, NI 58-101 and Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). The Board has also determined that Mr. Robert Comeau is an “audit committee financial expert” within the meaning of the SEC regulations and applicable NASDAQ rules.

No member of the Audit Committee receives, other than in his or her capacity as a director or member of a Board committee, directly or indirectly, any fee from the Company or any subsidiary of the Company, nor is an affiliated person of the Company, or any subsidiary of the Company. Furthermore, except for Robert Comeau who sits on the audit committee of H2O Innovation Inc., no member of the Audit Committee serves on the audit committee of another public company. Mr. Robert Comeau is the current Chair of the Audit Committee.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The primary mandate of the Governance Committee is to oversee the Company’s approach to corporate governance issues, to recommend to the Board corporate governance practices consistent with the Company’s commitment to high

ALITHYA I Statement of Corporate Governance Practices 24

standards of corporate governance and to address potential risks related to corporate governance matters. The Governance Committee is, among others, responsible for assessing at least annually the performance and effectiveness of the Board and committees to ensure that they are fulfilling their respective responsibilities and duties. The Governance Committee is also responsible for identifying, and recommending to the Board, potential director candidates who possess the qualifications and skills to fulfill the Board responsibilities. The membership of the Governance Committee is as follows:

MEMBERSHIP	INDEPENDENT
Pierre Turcotte (Chair)<br><br><br><br> <br>Ghyslain<br>Rivard<br> <br><br><br><br>Fredrick DiSanto	-^(1)^<br> <br><br> <br>✓<br> <br><br><br><br>✓
(1)	Mr. Turcotte is considered non-independent as he<br>rendered to the Company, before it went public, paid consulting services exceeding $75,000 during a 12-month period within the three fiscal years preceding the fiscal year ended March 31, 2020. Although<br>Mr. Turcotte is not independent, the Corporate Governance Committee possesses adequate procedures, including an independent lead director, an annual review of corporate governance best practices and a comprehensive nomination process, to ensure<br>that good governance practices are followed and applied objectively.
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Below are details of committee members’ career highlights that make them qualified and effective corporate governance decision-makers:

●	Mr. Turcotte has extensive managerial and directorship experience within both private, public<br>and not-for-profit companies. He was also a director at the time the Company went public and underwent its corporate governance transformation to comply with all rules<br>applicable to public companies. Mr. Turcotte is a member of the Institute of Corporate Directors.
●	Mr. Rivard has more than 35 years of experience in the IT and business services sector and is<br>the founder of the Company. As such, he has at heart the long-term sustainability of the Company leveraging the highest ethical and governance standards in-the IT industry. Like Mr. Turcotte, he was also<br>a director at the time the Company went public, and is also a member of the Institute of Corporate Directors.
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●	Mr. DiSanto is the Chairman and Chief Executive Officer of Ancora Holdings Inc., an investment<br>management and advisory firm in the U.S. and sits on the board of two other public companies. His significant business, financial and managerial experiences acquired through highly regulated US banking and trading frameworks brings valuable insight<br>to the Governance Committee.
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The mandate of the Governance provides that it must be composed of at least three members, a majority of whom shall be independent directors within the meaning of applicable Canadian and U.S. securities laws and NASDAQ corporate standards. The Board has determined that two out of the three members of the Governance Committee meet the independence requirements under the rules of NASDAQ, NI 58-101 and Rule 10A-3 of the Exchange Act. Mr. Pierre Turcotte is the current Chair of the Governance Committee.

HUMAN CAPITAL AND COMPENSATION COMMITTEE

The primary mandate of the Compensation Committee is to approve, and recommend to the Board, compensation programs

for senior management and the directors of the Company. The Compensation Committee is responsible for, among other things, establishing employment agreements and reviewing the compensation structure of the Company’s officers, and recommending to the Board, compensation policies and processes, as well as, where applicable, amendments to current incentive compensation and equity compensation plans or the adoption of new plans, in order to retain senior management employees with the skills and expertise needed to enable Alithya to achieve its goals and strategies at a fair and competitive compensation. The Compensation Committee reviews, and recommends to the Board, target performance measures respecting incentive compensation payable to the Company’s officers as well as compensation to be paid-out. It is responsible for overseeing the transparency of compensation through the disclosure of various compensatory elements, including the overall disclosure of arrangements, pay-for-performance and use of compensation consultants. It is also responsible for the oversight of internal controls in executive compensation process and the identification and development of talent to ensure that Alithya identifies and adequately prepares potential successors at the executive and senior management levels.

MEMBERSHIP	INDEPENDENT
Lucie Martel (Chair)<br><br><br><br> <br>Ghyslain<br>Rivard<br> <br><br> <br>Pierre<br>Turcotte	✓<br> <br><br><br><br>✓<br><br><br><br><br><br>-^(1)^
(1)	Mr. Turcotte is considered non-independent as he<br>rendered to the Company, before it went public, paid consulting services exceeding $75,000 during a 12-month period within the three fiscal years preceding the fiscal year ended March 31, 2020. Although<br>Mr. Turcotte is not independent, the Compensation Committee is led by an independent Chair and has adequate procedures, including an independent lead director and the conduct by independent advisors of objective compensation benchmarking<br>reviews.
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Below are details of committee members’ career highlights that make them qualified and effective human capital and compensation decision-makers:

●	Ms. Martel has more than 30 years of experience in strategic management of human resources and<br>labour relations acquired at Intact Financial Corporation where she is Senior Vice-President and Chief Human Resources Officer since 2011, as well as previously at AXA Canada, Laurentian Bank, Direct Film and Uniroyal. She is also the Chair of the<br>Human Resources Committee of the Société des alcools du Québec and a director and member of the Human Resources Committee of the Montréal Heart Institute Foundation. She holds a Bachelor’s degree in industrial<br>relations from Université de Montréal.
●	Mr. Rivard has more than 35 years of experience in the IT and business services sector and is<br>the founder and former President and Chief Executive Officer of the Company. As such, he has in-depth knowledge of the human capital considerations in the day-to-day operations of the Company, as well as extensive historical knowledge about the Company. He was a director and a member of the Compensation Committee at the time the Company performed its last two<br>compensation benchmarking reviews assisted by independent compensation advisors.
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●	Mr. Turcotte has extensive managerial and directorship experience within both private, public<br>and not-for-profit
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ALITHYA I Statement of Corporate Governance Practices 25

companies. Like Mr. Rivard, he was also a director and a member of the Compensation Committee at the time<br>the Company went public and when the Company performed its last two compensation benchmarking reviews assisted by independent compensation advisors.

The mandate of the Compensation Committee provides that it must be composed of at least three members, a majority of whom shall be independent directors within the meaning of applicable Canadian and U.S. securities laws and NASDAQ corporate standards. The Board has determined that two out of the three members of the Compensation Committee meet the independence requirements under the rules of NASDAQ, NI 58-101 and Rule 10A-3 of the Exchange Act. Ms. Lucie Martel is the current Chair of the Compensation Committee.

Board Renewal

BOARD TENURE AND TERM LIMITS

The Board has determined that fixed term limits for directors should not be established. The Board is of the view that such a policy would have the effect of forcing off Board directors who have developed, over a period of service, increased insight into the Company and who, therefore, can be expected to provide a valuable contribution to the Board. At the same time, the Board recognizes the value of some turnover in Board memberships to provide ongoing input of fresh ideas and views. The Governance Committee is mandated to annually review the composition of the Board and to consider recommending changes to its composition.

RETIREMENT FROM THE BOARD

The Board has adopted in its Corporate Governance Guidelines its view on the mandatory retirement age for directors. A director shall not, unless otherwise determined by the Board, at its discretion, be appointed or elected as a director once that person has reached 75 years of age.

BOARD ASSESSMENT

The Committee is, together with the lead director, responsible for assessing the overall performance and effectiveness of the Board, committees and individual directors. The objective of the assessment is to ensure the continued effectiveness of the Board in the execution of its responsibilities and to contribute to a process of continuing improvement. The annual Board assessment process is conducted very thoroughly following these four steps:

LOGO

●	First, the Committee approves a confidential comprehensive Board evaluation questionnaire to<br>solicit feedback from all of the directors on the operation and effectiveness of the Board and its committees, the Chair of the Board and the committees, as well as their individual performance. The questionnaire includes questions regarding matters<br>such as the Board structure and efficiency, the Board’s relationship with management, the adequacy of information provided to directors and agenda planning for Board and committee meetings. Once approved, the questionnaire is launched through<br>the Office of the Corporate Secretary and completed by each of the directors.
●	Second, once all evaluation questionnaires are submitted, the responses are analyzed by the lead<br>director, who then holds confidential one-on-one conversations with each director.
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●	Third, the lead director reports the results to the Governance Committee and the Board, as well as<br>identified areas of improvements to enhance the performance of the Board and of the committees.
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●	Lastly, the Board reviews and discusses the lead director’s report and approve necessary<br>remedial actions as appropriate.
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The Board completed its first annual assessment during the fiscal year ended March 31, 2020.

Director Orientation and Continuing Education

The Committee is mandated to oversee an orientation and education program for new directors and ongoing educational opportunities for all directors as required.

ORIENTATION

Our orientation program includes (i) meetings with members of Alithya’s leadership team to ensure that new directors benefit from an in-depth understanding of the Company’s organizational structure and the nature and operation of its business, including the Company’s reporting structure, strategic plans, risks management programs and policies, as well as its external auditors, (ii) meetings with the Board Chair to discuss the role of the Board and its committees, as well as the Board Chair and lead director, and to discuss the contribution individual directors are expected to make. New directors are also provided with a reference manual containing corporate and other information required to familiarize themselves with the Company, its organization and operations and Alithya’s key corporate governance and public disclosure documents, including Alithya’s Corporate Governance Guidelines, and Board and committee mandates; information regarding its committees and their Chairs, and individual directors; Alithya’s material policies and procedures; as well as organizational charts and more.

ALITHYA I Statement of Corporate Governance Practices 26

New directors are also invited to attend Company events relevant to their understanding of the Company’s business, affairs and culture:

●	internal annual meetings of employees;
●	industry conferences;
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●	leadership training sessions; and
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●	other company events on an ad hoc basis.
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In addition, new directors are encouraged to visit Alithya’s offices for a better understanding of day-to-day management of the Company’s operations. However, during the COVID-19 pandemic, face-to-face meetings and visits have been temporarily suspended.

CONTINUING EDUCATION

The Board and the Committee recognize the importance of ongoing director education and the need for each director to take personal responsibility for this process.

To facilitate ongoing education, the Company:

●	provides quarterly reports on the operations and finances of the Company to the Board;
●	circulates to the Board with meeting materials, or on an ad hoc basis, all relevant materials for<br>discussion, including industry studies and materials relating to legislative updates, emerging trends, and corporate governance practices; and
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●	encourages presentations by outside experts to the Board or committees on matters of importance or<br>emerging significance, including best practices of successful boards, and to report back to the Board on the quality of such programs.
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Talent Management and Succession Planning

Effective talent management, leadership development, succession planning, and employee engagement are priorities for the Board and the Compensation Committee. A comprehensive framework, focusing on the identification, assessment, and development of talent is used to ensure that the Company has an appropriate pipeline of potential successors at the executive and management levels.

Alithya prepares talent for broader and more complex roles by differentiating development needs and providing meaningful professional experiences. When required, the Company also uses external hiring to address succession gaps and procure critical skills.

Regular updates on the talent management and leadership development of each function are reviewed by the Compensation Committee. Throughout the year, the Committee also conducts executive reviews focused on the strength and diversity of succession pools for key leadership roles across Alithya. The Company also integrates a more precise approach for high potential candidates to prepare them for broader and more complex roles while developing critical leadership capabilities.

A complete review of the contingency as well as short-, medium- and long-term succession plans for the executive team is conducted annually, and specific plans to address identified gaps are reviewed.

During the fiscal year ended March 31, 2020, Alithya continued to be focused on the assessment and development of the next generation of executive officers and senior managers to ensure effective succession planning for a strong talent pipeline. The Committee also continued to monitor the development of members of the executive team and to initiate customized development plans as required.

Alithya also refines its career development program to provide targeted training and practical work experience that will support the development of talent. As part of this process, Alithya may recruit, where necessary, new executive officers and senior managers from leading organizations who, it believes, will provide additional skills and experience and assist to continue to improve the strength of our leadership team. The Compensation Committee is satisfied that proper talent management and succession planning strategies are in place to ensure the Company’s ongoing success.

The Compensation Committee periodically reviews with the Chair of the Board and the President and Chief Executive Officer succession plans for the position of President and Chief Executive Officer and other senior management positions and makes recommendations to the Board with respect to the selection of potential candidates to occupy these positions.

EXECUTIVE OFFICERS AND SENIOR MANAGEMENT DIVERSITY

Alithya recognizes the importance of having a diverse senior management group which offers a depth of perspectives and enhances the Company’s operations.

In fulfilling part of its oversight role, the Compensation Committee periodically reviews Alithya’s integrated approach applicable to executive officers and senior management and its talent management and succession planning. The Committee considers processes and practices for leadership development and reviews the depth of succession pools for senior leadership roles across the Company, while taking into considerations a diversity of personal characteristics (gender, age, ethnicity, geographical representation, expertise and culture).

Alithya is committed to creating an environment of inclusion that respects the contributions and differences of every individual by encouraging collaboration, creative thinking and innovation. Alithya’s core values recognize the importance of all its people, regardless of race, gender, beliefs or place of origin. We are proud of our diversity and we encourage it. We also believe in diversity of ideas and that providing a safe environment to exchange these ideas will only make us better and stronger. By focusing efforts on attracting, recruiting, retaining and promoting the most qualified and talented people, Alithya strongly believes that it will achieve its strategic business objectives.

As at March 31, 2020, women held two of the six executive officers’ positions, representing approximately 33% of Alithya’s executive team, and women represented approximately 21.05% of Alithya’s overall senior management team.

ALITHYA I Statement of Corporate Governance Practices 27

Instead of adopting specific gender diversity targets for executive officers, Alithya has chosen to promote an inclusive and diverse hiring approach that supports the recruitment of women candidates and provides opportunities for their advancement. Appointments are based on a balance of criteria,

including merit, skill, background, experience and competency of the individual at the relevant time. Nonetheless, executive officer appointments are reviewed with our diversity and talent management objectives in mind, including the level of representation of women in executive officer positions.

SHAREHOLDER ENGAGEMENT

The Company engages and communicates with shareholders and other stakeholders on an ongoing basis and through various channels, including by the dissemination and filing of news releases and other continuous disclosure documents, the posting of diverse publications on its website and the holding of periodic meetings with shareholders, financial analysts and members of the financial community. Conference calls are also held with the investment community on a quarterly basis to review the financial results and the business strategy of the Company and the President and Chief Executive Officer and the Chief Financial Officer are regularly invited to speak at investor conferences.

Shareholders are invited to attend Alithya’s annual general meeting of shareholders and to ask questions.

The Company’s Investor Relations team is committed to meeting with shareholders and at addressing any shareholder-related concerns. Shareholders may communicate with the Company’s Investor Relations team at investorrelations@alithya.com.

Shareholders may also contact Alithya’s independent directors directly by sending an email to the lead director at lead_director@alithya.com or by using the contact page for the lead director on Alithya’s website at www.alithya.com.

CORPORATE RESPONSIBILITY

Corporate responsibility is an integral part of Alithya’s culture. We believe that our actions and policies have a powerful impact that goes beyond our company walls. We strive as being a corporate responsibility leader by among others:

●	Implementing strong corporate governance practices in line with best practices and monitoring new<br>trends and applying them where relevant in light of our reality.
●	Prioritizing the causes that are important for our stakeholders and contributing to the well-being<br>of society through our operations and partnerships with our stakeholders. For example, the Company periodically participates to fundraising campaigns for the benefit of the<br>Make-a-Wish Foundation, the Terry Fox Run, the Atlanta Community Food Bank, and France’s World Clean Up Day.
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●	Taking a proactive stance to make sure our environmental footprint, which is relatively small,<br>doesn’t get bigger than necessary. For example, when three of our main Canadian
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offices reached the end of their leases, we took the opportunity to find eco-friendly spaces some of which are BOMA certified. Also, in our role as<br>consultants, we reduce energy consumption by guiding our clients towards cloud-based solutions that are reputed to be less energy hungry than traditional infrastructures.
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●	Alithya responded to the COVID-19 pandemic leveraging three<br>pillars: protecting our people, protecting our clients; and protecting the Company. With that in mind, Alithya set up a Crisis Management Expertise Centre during the COVID-19 pandemic to support<br>businesses and to provide them with direct and centralized access to a multidisciplinary team. They benefited from fast and effective advice to ensure the continuity of their businesses and to prepare for the<br>post-COVID-19 period.
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The Governance Committee is mainly responsible for overseeing Alithya’s corporate responsibility.

ETHICAL BUSINESS CONDUCT

Committed to maintaining and instilling a strong ethical culture, the Board and the Company’s management adopted codes and policies to provide a framework for ethical behaviour based on our values, applicable laws and regulations. This section summarizes key significant corporate-wide policies.

Code of Business Conduct

The Company’s codes and policies governing how we work together and with others (collectively, the “Code of Ethics”), apply to all directors, officers, employees and subcontractors of Alithya. We expect everyone working on the Company’s behalf to comply with applicable law and adhere to the highest ethical

standards. These documents address many important matters, including conflicts of interest, protection and proper use of corporate assets and opportunities, confidentiality of proprietary information, fair dealing, compliance with laws and reporting of any illegal or unethical behaviour. The Committee and the Board review and update such documents regularly to ensure that it remains consistent with current industry reality, standards and trends; clearly communicates Alithya’s organizational mission, values, and principles; and serves as a reference guide for employees to support everyday business conduct and decision making. Although waivers may be granted

ALITHYA I Statement of Corporate Governance Practices 28

in exceptional circumstances, no waiver has been granted to a director or executive officer in connection therewith.

The Committee reviews, monitors and oversees the disclosure relating to the Company’s Code of Ethics. Management regularly reports to the committee on the implementation of the Code of Ethics within the organization and on any significant contravention by employees or other representatives of the Company.

Employees and subcontractors are required to perform their tasks or mandates with fairness and integrity, to contribute to the achievement of the Company’s goals to the best of their abilities and make decisions without compromise. Employees must report to their supervisors any real or potential issue relating to the Code of Ethics.

Similarly, the Board requests that every director disclose any direct or indirect interest he or she has in any organization, business or association, which could place the director in a conflict of interest. Every year, a questionnaire is sent to each director to, among others, ensure that the director is in no such conflict that has not been disclosed. Should there be a discussion or decision relating to an organization, business or association in which a director has an interest, the Board will request that such director not participate or vote in any such discussion or decision.

The Board also adopted a whistleblower policy that allows (i) the report to Alithya of actual or suspected unethical conduct or improper activities, such as accounting, auditing or other financial reporting fraud or misrepresentation, violations of laws that could result in fines or damages, or that could adversely impact Alithya’s reputation, unethical business conduct in violation of the Code of Ethics or any Alithya policies or our clients’ code of conduct and policies, or danger to the health, safety or well-being of our professionals and/or the general public and (ii) contacting the Chair of the Audit Committee, who oversees the Company’s Whistleblower Policy, directly where appropriate.

The Company’s codes and related main policies are available on our website at www.alithya.com.

Insider Trading Policy

The Company has an insider trading policy (“Insider Trading Policy”) designed to prevent directors, officers, employees and subcontractors of Alithya from buying, selling, or otherwise trading in securities of Alithya when in possession of undisclosed material information related to Alithya, and from disclosing such information to anyone or recommend anyone to trade in securities of Alithya when in possession of such information.

In order to reduce appearance of improper trading, directors, executive officers and certain other officers and employees designated from time to time by the Chief Legal Officer and Corporate Secretary are prohibited from buying, selling or otherwise trading in securities of Alithya, including exercising options on securities of Alithya, during regular blackout periods which span the period when the Company’s financial results are being compiled, but have not yet been made public until two full trading days after they have been made public. Special blackout periods may also be declared if there are pending material

developments with respect to Alithya, or for any other reason determined by both the President and Chief Executive Officer, and the Chief Legal Officer and Corporate Secretary. Insiders who wish to buy, sell or otherwise trade in securities of Alithya, including exercise options on securities of Alithya, outside of a blackout period may only do so after clearing such trades with the Chief Legal Officer and Corporate Secretary.

The Company’s Insider Trading Policy also prohibits directors, officers, employees and subcontractors from engaging in hedging activities or any other arrangements that are designed to hedge or offset a decrease in market value of any securities of Alithya. The restriction applies to all forms of derivatives, including “calls”, “puts” and “short sales”.

Disclosure Policy

As stated in the Corporate Governance Guidelines of the Company, the Board believes it is a function of management to speak for the Company in its communications with its stakeholders, including shareholders, employees, analysts, the media, institutional investors, governments and the public in general. As such, the Company has adopted a disclosure policy (“Disclosure Policy”) which establishes a committee (“Disclosure Committee”) comprised of the President and Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Legal Officer and Corporate Secretary and Vice-President, Communications and Marketing, and which is responsible for ensuring that the Company’s public communications with its stakeholders and documents it files with regulators are timely, accurate and broadly disseminated, in accordance with applicable legal and regulatory requirements. The Disclosure Policy establishes procedures for the verification of the accuracy and completeness of information disclosed publicly and other guidelines dealing with various matters including confidentiality, material information, news releases, conference calls, electronic communications and rumours.

Clawback Policy

In June 2020, on the recommendation of the Governance Committee, the Board approved the adoption of a clawback policy during the fiscal year ending March 31, 2021. The policy will allow the Board to require, in specific situations, the reimbursement of a portion of short-term or long-term incentive compensation received by an executive officer if such compensation was paid in whole or in part as a result of gross negligence, intentional misconduct or fraud.

ALITHYA I Statement of Corporate Governance Practices 29

LOGO

Compensation Discussion and Analysis

LETTER FROM THE CHAIR OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE

On behalf of the Board and the Human Capital and Compensation Committee (the “Committee”) and as my first report as Chair of the Committee, I welcome this opportunity to share our approach to executive compensation. This report is presented during unprecedented uncertainty in the global economy as the COVID-19 pandemic and the measures taken in response to it have imposed significant pressure on businesses in general.

Compensation Approach and Review

The design of an adequate executive compensation program must appropriately balance fixed and variable components to offer a competitive compensation and reward the achievement of annual and long-term objectives aligned with sustainable value creation and shareholders’ economic interests. To ensure that our executive compensation program remains commensurate with Alithya’s rapid growth, the Committee must regularly assess the Company’s executive compensation program and benchmark it against best practices and those of comparable companies.

At the beginning of fiscal 2020, the Committee retained the services of an independent compensation firm, PCI – Perrault Conseil inc., to perform such analysis. After review, the Committee maintained the program structure, which was comprised of a competitive base salary and the award of short-term (bonus) and long-term (options) incentives aligned with the Company’s long-term strategy and business plan, while providing for appropriate risk control features. As a result of this benchmarking exercise, the Company also implemented the following enhancements:

●	increasing the multiple for the minimum share ownership requirement applicable to the Chief<br>Executive Officer from one time to three times the annual base salary; and
●	adding individual key performance indicators in the annual objectives of senior officers.
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During the third quarter of fiscal 2020, the Committee received the mandate to look for ways to improve the Company’s executives’ compensation program and to make recommendations for fiscal 2021. However, due to the unforeseen situation caused by the COVID-19 pandemic, the Committee chose to redeploy its efforts to support the executive team’s response to this unprecedented crisis. Although Alithya was not significantly impacted from the COVID-19 pandemic in the fourth quarter of fiscal 2020, the Committee could not ignore the uncertainty caused by the pandemic and resulting adverse impacts on the global economy. The Committee is of the view that the current markets might not reflect the right information to fairly support a new compensation benchmarking exercise or rightfully justify changes to our current compensation design. Having said this, we continue to monitor

the situation closely and will resume our review process when appropriate.

Compensation Decisions

For the purposes of making its annual compensation determinations, the Committee took into consideration pre-determined financial metrics, corporate performance measures as well as individual key performance indicators.

Fiscal 2020 was another transformative year for Alithya as we continued to successfully realize our Canadian and U.S. expansion strategy by completing three strategic acquisitions in targeted markets, namely: Matricis Informatique Inc., Travercent LLC, and Groupe Askida Inc. and Askida Consulting Services Inc. Notwithstanding such successful delivery of significant continued growth by management, the Committee concluded that targets set for the fiscal year ended March 31, 2020 were not met and, as such, did not grant any short-term (bonus) incentives to the NEOs, except for the President, Alithya USA.

All things considered, the Committee believes adequate the Company’s approach to compensation for its executive officers, including its named executive officers whose compensation is discussed in this section of this Information Circular.

LOGO

Lucie Martel

Chair of the Human Capital and Compensation Committee

ALITHYA I Compensation Discussion and Analysis 30

EXECUTIVE COMPENSATION PROGRAM

Named Executive Officers

This Compensation Discussion and Analysis section presents the compensation awarded to, earned by, paid or payable to the President and Chief Executive Officer, the Chief Financial Officer and each of the three other most highly compensated executive officers of the Company and its subsidiaries in the Company’s most recently completed fiscal year. For the fiscal year ended March 31, 2020, the three other most highly compensated executive officers of the Company and its subsidiaries were the Chief Operating Officer, the President, Alithya USA and the Chief Information Officer.

Executive Compensation Approach

The Company’s executive compensation program is designed to be competitive in order to attract, retain and motivate outstanding executive talent while providing for appropriate risk control features, all in alignment with the Company’s objective to create sustained shareholder value.

The Human Capital and Compensation Committee (the “Committee”) is responsible for defining and approving the Company’s compensation program with respect to its named executive officers (collectively, the “NEOs”) and other executive officers. The main goals of the Company’s executive compensation program are to:

●	attract and retain key executive talent with the knowledge and expertise required to develop and<br>execute business strategies to create long-term shareholder value;
●	provide executive officers with a total compensation package competitive with that offered by other<br>large global organizations based in North America and Europe; and
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●	ensure that long-term incentive compensation is an important component of the total compensation.
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The Company’s executive compensation program is designed to reward:

●	excellence in developing and executing strategies and transactions that will produce significant<br>value for shareholders over the long-term;
●	quality of decision-making;
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●	success in identifying and appropriately managing risks;
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●	strength of leadership; and
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●	record of performance over the long-term.
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The executive compensation program is comprised of four components: (i) base salary; (ii) short-term incentive (annual bonus); (iii) long-term incentive (options); and (iv) other elements of compensation, consisting of the Company matching contributions under its Employee Share Purchase Plan (“ESPP”), group benefits and other perquisites and personal benefits. The combination of base salary, annual bonus and options defines the total direct compensation offering.

The executive compensation program targets a total direct compensation between the 25th percentile and the median of the comparator group used to benchmark executive

compensation. Base salaries and target annual bonuses are set with reference to the median level of the comparator group, whereas long-term incentives are determined based on a number of options which, when expressed as a percentage of Shares outstanding, are set with reference to the median of the comparator group. The Company used the same comparator group as for the purpose of director compensation. For the list of companies comprised in the comparator group, please refer to the section entitled “Director Compensation – Structure of Compensation – Comparator Group” above.

The Committee believes that the compensation program and its principles provide for competitive and reasonable compensation levels.

RISK MITIGATION IN OUR COMPENSATION PROGRAM

In performing its duties, the Committee seeks to identify and mitigate any practices that may encourage executive officers to take inappropriate or excessive risks, or which could have a material adverse effect on the Company. The Committee, with the assistance of an independent compensation consultant, if required, annually reviews and assesses the Company’s compensation program in relation to such risks.

BALANCED PROGRAM

●	The Company’s executive compensation program appropriately balances fixed and variable pay, as<br>well as short- and long-term incentives (in the aggregate, approximately 45% of the NEOs’ target total direct compensation is directly linked to the Company’s performance).
●	The structure to determine short-term incentives (bonus) includes the possibility of a zero payout,<br>as well as a pre-defined maximum payout.
---	---
●	The options granted under the LTIP (long-term incentive) have a<br>10-year term and vest over a four-year period, which highlights the long-term aspect of executive compensation as the intrinsic nature of options, whose value increases<br>with shareholder value over a long-term, motivate executive officers to create longer-term value.
---	---

PROTECTION MECHANISMS

●	The LTIP under which long-term incentives are granted does not provide for an automatic accelerated<br>vesting of awards upon a change in control.
●	Under the Company’s Insider Trading Policy, directors, executive officers and employees are<br>prohibited from engaging in hedging activities against Alithya securities.
---	---
●	In order to further align their interests with those of shareholders, senior officers, including<br>the NEOs, are required to meet a minimum share ownership requirement.
---	---

It is the Committee’s view that the Company’s compensation program and practices do not encourage inappropriate or excessive risk-taking.

ALITHYA I Compensation Discussion and Analysis 31

EXECUTIVE SHARE OWNERSHIP REQUIREMENT

The Committee believes that members of the executive team should own a significant amount of equity in the Company to further align their interests with those of the Company’s shareholders.

Accordingly, the Company’s senior officers, including the NEOs, are required to hold, within five years of their becoming a member of senior management of the Company, Shares having at least an aggregate minimum value determined as follows (the “Executive Share Ownership Requirement”):

MINIMUM SHARE OWNERSHIP REQUIREMENT	MULTIPLE OF ANNUAL BASE SALARY<br><br><br>5-YEAR TARGET^(1)^
President and Chief Executive Officer	3x
Senior Officers	1x
(1)	The Executive Share Ownership Requirement of the President and Chief Executive Officer was<br>increased from a multiple of one time his annual base salary to a multiple of three times his annual base salary.
---	---

For the purpose of assessing the Executive Share Ownership Requirement, Shares are valued at the greater of the subordinate voting share price at the time they were acquired or as at the date the share ownership level is assessed. The value of vested or unvested option-based awards (if any) is not included when assessing the ownership level, but the value of vested share-based awards, if any, are. Under the Insider Trading Policy, the executive officers are prohibited from purchasing financial instruments to hedge a decrease in the market value of the Shares.

All of the Company’s senior officers either meet or are on track to meet the Company’s Executive Share Ownership Requirement.

Compensation Review Process

The Committee annually reviews the total compensation of all executive officers, including the NEOs. The review covers all forms of compensation and the Committee considers a number of factors and performance indicators.

The process begins with the business plans review and the determination of performance criteria and targets derived therefrom and involves the following steps:

●	Evaluation of the individual performance assessment for the NEOs;
●	Review of available compensation benchmark and pay positioning;
---	---
●	Annual review of risk and assessment of risk mitigation features;
---	---
●	Review of annual incentive payouts for the prior year;
---	---
●	Review of compensation programs and annual compensation adjustments;
---	---
●	Review of new annual targets and long-term incentive awards; and
---	---
●	Monitoring and evaluation of the progress and performance of compensation programs.
---	---

The Committee reviews benchmark information and approves compensation adjustments for the following year by taking into consideration comparator group practices, individual

performance, leadership abilities, retention considerations and succession plans.

The Committee also reviews and recommends for approval by the Board the targets related for both short-term incentives (bonus) and long-term incentives (options). These targets are derived from Alithya’s annual business plan, which is prepared by management and reviewed with the Board prior to the beginning of each fiscal year. Business planning is an extensive process during which the Company’s management examines with the Board the economic, business, regulatory and competitive conditions which affect or can be expected to affect Alithya’s business in the following three-year period. Throughout the year, members of the Committee are provided with updates related to the Company’s performance against targets.

The Committee completes a formal assessment of performance each year, and may use discretion to increase or decrease any compensation awards if it deems appropriate based on market factors or other special circumstances.

COMPENSATION CONSULTANT

The Committee periodically retains the services of an independent compensation consultant to provide compensation consulting services, which typically include advising on the Company’s compensation programs and assessing compensation-related market developments for executive officers and directors.

During fiscal 2020, the Committee retained the services of PCI to review the compensation of the Company’s executive officers and directors. PCI was first engaged by Alithya, before it went public, in March 2018.

The Committee reviewed PCI’s independence and evaluated its performance for fiscal 2020. The Committee is satisfied with the advice received from PCI and believes such advice to be objective and independent. The Committee must pre-approve the terms of engagement and the compensation to be paid by the Company to any compensation consultant and any other services to be provided by the compensation consultant to the Company must be pre-approved by the Committee.

PCI’s fees for fiscal 2020 and 2019 were as follows:

	YEAR ENDED<br><br><br>MARCH 31, 2020
Executive compensation – related fees^(1)^		99,578	$ 34,645
All other fees^(2)^		2,781	-

All values are in US Dollars.

(1)	The executive compensation – related fees billed by PCI for the fiscal year ended<br>March 31, 2020 include work related to the review of the Company’s 2019 management information circular solely to ensure it accurately reflected the compensation program designed and recommended by PCI to the Committee.
(2)	The other fees billed by PCI for the fiscal year ended March 31, 2020 were mainly in<br>relation to assisting Alithya with a compensation communication project.
---	---

BENCHMARKING USING A COMPARATOR GROUP

The 25^th^ percentile and median competitive pay levels are determined using a comparator groupd endorsed by the Committee as being appropriate for the level and nature of the benchmarked positions. In determining compensation for the NEOs, the Company’s comparator group consisted of companies **** with comparable size and scope of operations to the Company. Because of the international footprint of the Company’s

ALITHYA I Compensation Discussion and Analysis 32

operations, the comparator group is composed of Canadian, U.S. and European-based companies, thus allowing the Company to offer its senior executives total compensation that is competitive in such markets. Companies included in the comparator group are publicly-traded, operate in the IT services or digital technology industry and other related sectors, are large in scope and have global operations. While performing its review, the Committee may consider some or all of the companies in the comparator group.

EVOLUTION OF OUR COMPENSATION PROGRAM

Notwithstanding the design and subsequent review of the Company’s executive compensation program, the Committee continuously looks for ways to improve the long-term alignment of its executive officers’ interests with those of its shareholders.

As such, the following changes to the executive compensation program were implemented this year:

●	The President and Chief Executive Officer’s Executive Minimum Share Ownership Requirement<br>increased to three times his annual base salary; and
●	Individual key performance indicators in the annual objectives of senior officers were added.
---	---

Due to the occurrence of the COVID-19 pandemic, there is an important risk that the current markets might not present reliable benchmark data to support proposed revisions to our current compensation design. Consequently, during the fourth quarter of fiscal 2020, the Committee deemed advisable to put on hold the compensation program review for the fiscal year ending on March 31, 2021 and to wait until the situation normalizes.

Executive Compensation Description

The four components of the executive compensation program are detailed below.

BASE SALARY

The Committee reviews and approves the base salary for each NEO, taking into account their respective responsibilities, experience, performance assessment, including leadership abilities, and comparator group practices.

The base salary of each of the President and Chief Executive Officer, the Chief Financial Officer, and the Chief Information Officer are paid in Canadian dollars, while the base salary of the President, Alithya USA and the Chief Operating Officer are paid in U.S. dollars.

In fiscal 2020, other than marginal annual base salary increases, the Committee approved adjustments to the base salary of the Chief Operating Officer and the Chief Information Officer, mainly to reflect their expanding roles and increased responsibilities within a fast-growing company. Such adjustments also brought their salaries close to the competitive market salary for their position, while remaining between the 25th percentile and the median of the comparator group, except for the President and Chief Executive Officer, whose base salary is closer to the median. These annual increases are consistent with the Company’s approach to executive total compensation.

ANNUAL BONUSES

Executive officers are eligible for annual bonuses in accordance with predetermined financial and operational criteria and targets, as approved by the Board upon the recommendation of the Committee and the President and Chief Executive Officer.

For the fiscal year ended March 31, 2020, the minimum target and maximum potential payouts of the NEOs expressed as a percentage of base salary were as follows:

POSITION	MINIMUM
President and Chief<br><br><br>Executive Officer		-	85%	127.5%
Chief Financial Officer		-	50%	75%
Chief Operating Officer		-	70%	105%
President, Alithya<br>USA^(2)^		-	70%	97%
Chief<br>Information Officer		-	40%	60%
(1)	As a percentage of base salary as at March 31, 2020.
---	---
(2)	The annual short-term incentive payout determined for Mr. Smith was based on the financial<br>and operational results of Alithya’s US business unit and other individual factors.
---	---

The determination of the payment and amount of any annual bonus depends on the overall financial performance of the Company. If the profitability performance criteria is met, then the actual payout is calculated based on the following formula:

Annual<br><br><br>Base<br> <br>Salary	X	Target<br> <br>Bonus^(1)^	X	Corporate<br> <br>Performance<br> <br>Factor	X	Individual<br> <br>Key<br> <br>Performance<br><br><br>indicators
(1)	The target bonus is expressed as a percentage of the base salary.
---	---

The corporate performance factor results from the interaction between four criteria: adjusted EBITDA, revenue, client satisfaction and employee engagement. The table below shows the weight attributed to each criteria as well as the respective thresholds to be met. While the maximum level of achievement of the client satisfaction and employee engagement criteria is set at 100%, the level of achievement of the adjusted EBITDA and revenue criteria could go up to 115%, which could result in an increased payout in the event of exceptional financial performance of the Company. The aggregate maximum payout is capped at 1.5 times of the target annual bonus.

CRITERIA	WEIGHT
Adjusted EBITDA^(1)^		40%	80%	115%
Revenue^(2)^		40%	80%	115%
Employee Engagement		10%	100%	100%
Client Satisfaction		10%	100%	100%
Individual Performance		x1	-	x1.5
Acquisitions^(3)^		-	-	-
(1)	The adjusted EBITDA criteria does not have any standardized meaning under International Financial<br>Reporting Standards (“IFRS”) and may not be comparable to similar measures used by other companies. Management, however, believes this measure is useful for executive compensation purposes as it best reflects the Company’s<br>performance. Please refer to the section entitled “Non-IFRS Measures” in the Company’s Management’s Discussion and Analysis for the fiscal year ended March 31, 2020 for a description<br>of this measure and a reconciliation to its closest IFRS measure.
---	---
(2)	The revenue criteria is the revenue fixed by the Company in its annual budget. It is an IFRS<br>measure.
---	---
(3)	The Board also has the discretion to consider, on a case by case basis, acquisition(s) completed<br>during a given financial year for the determination of the President and Chief Executive Officer’s annual short-term incentive payout.
---	---

ALITHYA I Compensation Discussion and Analysis 33

The Company does not disclose specific revenue and adjusted EBITDA objectives because it considers that the information would place it at a significant competitive disadvantage if the objectives became known. Disclosing the specific objectives set in line with the Company’s annual budget and strategic planning process would expose the Company to serious prejudice and negatively impact its competitive advantage. For example, it may impair the Company’s ability to negotiate accretive business agreements, putting incremental pressure on its profit margins. In addition, the Company believes that disclosing objectives would be inconsistent with the Company’s policy of not providing guidance to the market and limiting the disclosure of forward-looking information. The Committee is of the view that the targets set for the fiscal year ended March 31, 2020, albeit audacious, were fairly achievable.

Consistent with the foregoing, for the fiscal year ended March 31, 2020, notwithstanding the delivery of significant continued growth by management, the Board determined that targets set for the fiscal year were not met and, as such, did not grant any short-term (bonus) incentives to the NEOs, except for the President, Alithya USA, whose quantitative performance was based on the financial and operational results of Alithya’s US business unit.

LONG-TERM INCENTIVES

The Board considers a number of factors to assess the Company’s long-term incentive strategy, including the balance between sustained long-term shareholder value creation, the required level of ownership under the Executive Share Ownership Requirement, executive retention risk, as well as the overall dilution impact on the total number of subordinate voting shares reserved for issuance under the LTIP.

Long-Term Incentive Award

The annual grant of long-term incentive awards to NEOs and other eligible employees is reviewed and approved at meetings of the Committee and the Board which occur each year in June. In order to determine each NEO’s long-term incentive award, the Committee takes into consideration individual performance, retention risk and succession plans, as well as the Company’s compensation approach, the percentage of subordinate voting shares outstanding and the value of long-term incentives granted by companies comprised in the comparator group. For the list of companies comprised in the comparator group, please refer to the section entitled “Director Compensation – Structure of Compensation – Comparator Group” above.

Options

Options to purchase subordinate voting shares are granted with the objective of rewarding NEOs and other designated employees for creating sustainable, long-term shareholder value. If the price of the subordinate voting shares increases between the grant date and the vesting date, options have a realizable value. Gains are realized once the options are

exercised and the underlying shares subsequently sold, and are equal to the difference between the selling price of the subordinate voting shares and the price of the subordinate voting shares on the grant date, multiplied by the number of options exercised.

Options granted under the LTIP are granted at the discretion of the Board based on the executive officer’s performance, level of expertise, responsibilities, and comparable levels of opportunity awarded to executive officers of other issuers of comparable size within the industry.

The exercise price of the options granted is equal to the closing price of the subordinate voting shares on the TSX or the NASDAQ, whichever is greater at the then current exchange rate, on the day immediately preceding the date of grant.

Options were granted in fiscal 2020 to the NEOs and other designated employees under the Company’s LTIP. Please refer to the section entitled “Long-Term Incentive Plan – Option Features” for a summary of the key terms of options issued under the LTIP.

OTHER BENEFITS

Share Purchase Plan

The Company offers, through its ESPP, to all of its eligible employees and those of its subsidiaries, including the NEOs, the opportunity to purchase subordinate voting shares through payroll deductions and the Company matches the participants’ contributions, up to a maximum percentage of the employee’s gross salary. Subordinate voting shares are purchased on the open market. For a summary of the material provisions of the Company’s ESPP, please refer to Schedule A of this Information Circular.

Group Insurance Benefits

The Company offers to its executive officers long-term and short-term disability, medical and dental insurance (including coverage for eligible dependents) and life insurance. The actual value of these benefits vary from time to time depending, among other things, on applicable costs.

401(k) Tax Deferred Savings Plan

U.S. executive officers are entitled to participate in the Company’s 401(k) tax deferred savings plan (“401(k) Plan”) which is available to all eligible U.S. employees and through which the Company matches a certain percentage of each participant’s annual contribution made under the 401(k) Plan, up to a certain percentage of each participant’s annual base salary.

Perquisites

The Company also currently provides a limited number of perquisites and personal benefits to its NEOs, the nature and value of which, in the view of the Committee, are reasonable and in line with general market practices.

ALITHYA I Compensation Discussion and Analysis 34

Compensation of the NEOs

The following briefly presents the Company’s NEOs and the key compensation components of their target total direct compensation for the fiscal year ended March 31, 2020.

PAUL RAYMOND

PRESIDENT AND CHIEF EXECUTIVE OFFICER

Mr. Paul Raymond has served as President and Chief Executive Officer of the Company since April 2012, and<br>before that, as Chief Operating Officer between April 2011 and March 2012. Before joining Alithya, Mr. Raymond held several key senior management positions in a major information technology firm. Mr. Raymond is a computer engineering<br>graduate from the Royal Military College of Canada.
2020 TARGET TOTAL DIRECT COMPENSATION^(1)^
---	---	---
COMPONENTS	FIXED	AT-RISK
Salary	42.57%	-
Annual Bonus	-	36.18%
Options	-	21.25%
Total Direct Compensation	42.57%	57.43%

CLAUDE THIBAULT

CHIEF FINANCIAL OFFICER

Mr. Claude Thibault is the Chief Financial Officer of Alithya, a position he has held since August 2018<br>when he joined Alithya. Before joining Alithya, he held various executive positions, including as Chief Financial Officer, of private and public companies. Mr. Thibault is a Chartered Professional Accountant (CPA,<br>CA-CF) and a Chartered Business Valuator (CBV). He holds a Bachelor’s degree in accounting from HEC Montréal and a Master of Business Administration from McGill University.
2020 TARGET TOTAL DIRECT COMPENSATION^(1)^
---	---	---
COMPONENTS	FIXED	AT-RISK
Salary	58.12%	-
Annual Bonus	-	29.06%
Options	-	12.82%
Total Direct Compensation	58.12%	41.88%

CLAUDE ROUSSEAU

CHIEF OPERATING OFFICER

Mr. Claude Rousseau has served as Chief Operating Officer of Alithya since December 2016, and before that<br>as Chief Commercial Officer. Before joining Alithya, he held a series of senior management positions at national telecommunications companies over more than 28 years. Mr. Rousseau holds a Bachelor’s degree in business administration<br>from Laval University.
2020 TARGET TOTAL DIRECT COMPENSATION^(1)^
---	---	---
COMPONENTS	FIXED	AT-RISK
Salary	51.07%	-
Annual Bonus	-	35.75%
Options	-	13.19%
Total Direct Compensation	51.07%	48.93%

RUSSELL SMITH

PRESIDENT, ALITHYA USA

Mr. Russell Smith serves as President, Alithya USA, a position he has held since November 2018.<br>Mr. Smith was previously the President of Fullscope, Inc., which was acquired as part of the Edgewater Acquisition. He has held various management positions at IT consulting services companies for more than 20 years, including RedKlay<br>Solutions, The Pinnacle Group, CSC and IBM. Mr. Smith holds a Bachelor’s degree in industrial engineering from Auburn University and a Master of Business Administration from Duke University’s Fuqua School of<br>Business.
2020 TARGET TOTAL DIRECT COMPENSATION^(1)^
---	---	---
COMPONENTS	FIXED	AT-RISK
Salary	56.37%	-
Annual Bonus	-	39.03%
Options	-	4.60%
Total Direct Compensation	56.37%	43.63%

ROBERT LAMARRE

CHIEF INFORMATION OFFICER

Mr. Lamarre is the Chief Information Officer of Alithya, a position he has held since April 2016 when he<br>joined Alithya. Before joining Alithya, Mr. Lamarre held various management positions at CGI, which he joined in 1993 and where he spent most of his career. Mr. Lamarre is a computer engineering graduate from the Royal Military College of<br>Canada.
2020 TARGET TOTAL DIRECT COMPENSATION^(1)^
---	---	---
COMPONENTS	FIXED	AT-RISK
Salary	64.35%	-
Annual Bonus	-	25.74%
Options	-	9.91%
Total Direct Compensation	64.35%	35.65%
(1)	The total direct compensation excludes compensation received and which is reflected in the<br>“all other compensation” column of the summary compensation table provided later in this document.
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ALITHYA I Compensation Discussion and Analysis 35

SUMMARY COMPENSATION TABLE

The following table sets forth the annual total compensation for the NEOs, in accordance with the Canadian securities disclosure rules issued by the CSA:

NAME AND TITLE	FISCAL<br><br><br>YEAR	SALARY<br><br><br>($)	SHARE-<br><br><br>BASED<br><br><br>AWARDS<br><br><br>($)	OPTION-BASED<br><br><br>AWARDS^(1)^<br><br><br>($)	NON-EQUITY INCENTIVE<br><br><br>PLAN COMPENSATION –<br> <br>ANNUAL INCENTIVE PLAN^(2)^<br><br><br>($)	ALL OTHER<br><br><br>COMPENSATION^(3)(5)^<br><br><br>($)	TOTAL<br>COMPENSATION<br><br><br>($)
Paul Raymond	2020	495,000	-	126,840	-	32,921	654,761
President and Chief<br><br><br>Executive Officer	2019	475,000	-	207,900	356,250	36,705	1,075,855
Claude<br>Thibault^(4)^	2020	320,000	-	65,957	-	19,380	405,337
Chief Financial Officer	2019	199,423	-	72,380	96,514	14,709	383,026
Claude<br>Rousseau^(5)^	2020	492,100	-	91,325	-	146,810	730,235
Chief Operating Officer	2019	370,000	-	113,960	237,300	25,568	746,828
Russell<br>Smith^(5)^	2020	432,250	-	95,080	119,700	39,026	686,056
President, Alithya USA	2019	426,400	-	72,380	265,453	29,674	793,907
Robert Lamarre	2020	275,000	-	63,420	-	17,542	355,962
Chief Information<br>Officer	2019	240,000	-	72,380	96,000	20,526	428,906
(1)	The fair value of the option granted is the accounting fair value of the options determined in<br>accordance with IFRS 2 using the Black-Scholes option pricing model. The calculation of the fair value of the stock options yielded a grant date fair value of $1.54 for options granted on November 1, 2018, $1.27 for options granted on<br>June 21, 2019 and $0.56 for options granted on August 16, 2019. The assumptions to determine Black-Scholes Values were as follows:
---	---
	Nov. 1,<br><br><br>2018	June 21,<br><br><br>2020	Aug. 16,<br><br><br>2019
---	---	---	---
Dividend (%)	0.00	0.00	0.00
Expected volatility (%)	30.00	30.00	30.00
Risk-free interest rate (%)	2.42	2.02	1.14
Expected life (years)	6.10	6.63	1.50
(2)	This column shows the value of the annual bonuses received by the NEOs for each of the<br>Company’s fiscal year ended March 31, 2020 and 2019.
---	---
(3)	This column includes Alithya’s contributions under the ESPP and towards health insurance<br>benefits and related insurance coverage, but excludes the value of perquisites and other personal benefits which in the aggregate was
---	---
less than $50,000 or 10% of the total salary for the applicable fiscal year and which is not required to be disclosed. For Mr. Rousseau, this column includes an annual relocation allowance<br>for his relocation from Montréal to Orlando amounting to $79,800 for the fiscal year ended March 31, 2020. For Messrs. Rousseau and Smith, this column also include $8,849 and $7,731 for the fiscal year ended March 31, 2020 and $954<br>and $7,674 for the fiscal year ended March 31, 2019, respectively, in respect of employer matching contributions to Alithya’s 401(k) Plan. Matching contributions are made in U.S. dollars; the amounts included are in Canadian dollars<br>converted on the basis of the average exchange rate used in the Company’s audited consolidated financial statements for the fiscal years ended March 31, 2020 and 2019 which was $1.330 and $1.312 for each U.S. dollar respectively.
---
(4)	Mr. Thibault joined the Company on August 13, 2018 and, as such, the information shown<br>in respect of fiscal 2019 reflects the compensation paid for the 7 months period following his appointment.
---	---
(5)	Messrs. Rousseau (since January 13, 2019) and Smith are paid in U.S. dollars. Except for<br>their option-based awards which are converted on the basis of the exchange rate on the date of grant, the amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s audited consolidated<br>financial statements for the fiscal years ended March 31, 2020 and 2019 which was $1.330 and $1.312 for each U.S. dollar respectively.
---	---

Incentive Plan Awards Held and Vested

INCENTIVE PLAN AWARDS – OUTSTANDING AWARDS HELD

The following table shows all options held by Alithya’s NEOs as at March 31, 2020, including (i) options originally granted by the Company before it went public (“Alithya (pre-IPO)”) or Edgewater which were converted, on substantially the same terms and conditions as were applicable under the outstanding incentive plans of Alithya (pre-IPO) and Edgewater immediately prior to the Edgewater Acquisition, into options to acquire a number of subordinate voting shares equal to the number of shares subject to such options for options of Alithya (pre-IPO), and the number of shares of common stock of Edgewater subject to such options multiplied by the equity exchange ratio of 1.1918 for Edgewater options, and (ii) options issued as part of the NEOs’ compensation during the fiscal years ended March 31, 2020 and 2019. Alithya’s NEOs did not hold as at March 31, 2020, and did not receive in respect of their compensation for the fiscal year ended March 31, 2020, any share-based awards. ****

NAME AND TITLE	NUMBER OF SECURITIES<br><br><br>UNDERLYING UNEXERCISED OPTIONS<br><br><br>(#)	OPTION EXERCISE<br><br><br>PRICE<br><br><br>($)	OPTION EXPIRATION<br>DATE	VALUE OF UNEXERCISED<br><br><br>IN-THE-MONEY OPTIONS^(1)^<br> <br>($)
Paul<br>Raymond^(2)^	100,000	1.90	March 31, 2021	56,000
Chief Executive Officer	52,632	1.90	March 31, 2021	29,474
	52,632<br><br><br>52,632<br> <br>52,632<br> <br>52,632<br><br><br>100,000<br> <br>100,000<br> <br>100,000<br><br><br>100,000<br> <br>100,000<br> <br>100,000<br><br><br>135,000<br> <br>100,000	1.90<br><br><br>1.90<br><br><br>1.90<br><br><br>1.90<br><br><br>1.92<br><br><br>2.46<br><br><br>2.21<br><br><br>2.87<br><br><br>2.96<br><br><br>3.80<br><br><br>4.50<br><br><br>3.64	March 31, 2022<br><br><br>March 31, 2023<br> <br>March 31, 2024<br> <br>March 31, 2025<br><br><br>March 31, 2022<br> <br>March 31, 2023<br> <br>March 31, 2024<br><br><br>March 31, 2025<br> <br>March 31, 2026<br> <br>May 16, 2027<br><br><br>October 31, 2028<br> <br>June 20, 2029	29,474<br><br><br>29,474<br> <br>29,474<br> <br>29,474<br><br><br>54,000<br> <br>-<br> <br>25,000<br><br><br>-<br> <br>-<br> <br>-<br><br><br>-<br> <br>-
	1,198,160			282,370

ALITHYA I Compensation Discussion and Analysis 36

Claude Thibault^(3)^	47,000	4.50	October 31, 2028	-
Chief Financial Officer	52,000	3.64	June 20, 2029	-
	99,000			-
Claude Rousseau^(4)^	10,000	2.87	March 31, 2026	-
Chief Operating Officer	25,000	2.96	March 31, 2026	-
	30,000<br><br><br>74,000<br><br><br>72,000	3.80<br><br><br>4.50<br><br><br>3.90	May 16, 2027<br><br><br>October 31, 2028<br> <br>June 20, 2029	-<br><br><br>-<br><br><br>-
	211,000			-
Russell<br>Smith^(5)(6)^	35,754	6.80	March 5, 2021	-
President, Alithya USA	59,590<br><br><br>47,000<br><br><br>37,500<br><br><br>85,000	6.92<br><br><br>4.86<br><br><br>3.90<br><br><br>3.87	March 6, 2022<br><br><br>October 31, 2028<br> <br>June 20, 2029<br> <br>August 15, 2022	-<br><br><br>-<br><br><br>-<br><br><br>-
	264,344			-
Robert Lamarre	20,000	2.96	April 17, 2026	-
Chief Information Officer	20,000	3.80	May 16, 2027	-
	47,000<br><br><br>50,000	4.50<br><br><br>3.64	October 31, 2028<br><br><br>June 20, 2029	-<br><br><br>-
	137,000			-
(1)	Based on $2.46, the closing price of the subordinate voting shares on the TSX on March 31,<br>2020, the last trading day of the fiscal year ended March 31, 2020.
---	---
(2)	Except for those options of Mr. Raymond which expire on October 31, 2028 and thereafter<br>and entitle him to acquire subordinate voting shares, all other options held by Mr. Raymond were granted by Alithya (pre-IPO) prior to the Edgewater Acquisition and entitle him to acquire multiple voting<br>shares.
---	---
(3)	Mr. Thibault joined the Company on August 13, 2018.
---	---
(4)	The exercise price of all of Mr. Rousseau’s options, except those expiring on<br>June 20, 2029, is in Canadian dollars. The exercise price for his options expiring on June 20, 2029 in U.S. dollars is the Canadian dollar equivalent of the U.S. exercise price determined using the March 31, 2020 exchange rate of<br>$1.4118 for each U.S. dollar:
---	---
Option Expiration Date	Option Exercise<br>Price (US$)	Option Exercise<br>Price (C$)
---	---	---
June 20, 2029	2.76	3.90

The conversion of the exercise price on a given date results in a different Canadian dollar equivalent exercise price than the exercise price of grants made in Canadian dollars to the other NEOs.

(5)	Except for those options of Mr. Smith which expire on October 31, 2028 and thereafter,<br>all other options held by Mr. Smith were originally granted by Edgewater and were converted, on substantially the same terms and conditions as were applicable under the Edgewater incentive plans before the Edgewater Acquisition, into options to<br>acquire a number of subordinate voting
shares equal to the number of shares of common stock of Edgewater subject to such options immediately prior to the Edgewater Acquisition multiplied by the equity exchange ratio of 1.1918.
---
(6)	The exercise price of Mr. Smith’s options is in U.S. dollars. The exercise price of his<br>options held prior to the Edgewater Acquisition was originally fixed by Edgewater and was reduced by an amount of US$1.15 per option immediately prior to the closing of the Edgewater Acquisition in order to reflect the special dividend paid on each<br>Edgewater share of common stock then outstanding to Edgewater stockholders of record on October 31, 2018, and divided by the 1.1918 equity exchange ratio upon closing. The exercise price shown for his options is the Canadian dollar equivalent<br>of the U.S. exercise price determined using the March 31, 2020 exchange rate of $1.4118 for each U.S. dollar:
---	---
Option Expiration Date	Option Exercise<br>Price (US$)	Option Exercise<br>Price (C$)
---	---	---
March 5, 2021	4.82	6.80
March 6, 2022	4.90	6.92
October 31, 2028	3.44	4.86
June 20, 2029	2.76	3.90
August 15, 2022	2.74	3.87

The conversion of the exercise price on a given date results in a different Canadian dollar equivalent exercise price for options expiring on October 31, 2028 and June 20, 2029 than the exercise price of grants made in Canadian dollars to the other NEOs.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The following table shows the value from incentive plans vested or earned by the NEOs under the Company’s incentive plans during the fiscal year ended March 31, 2020.

NAME AND TITLE	OPTION-BASED AWARDS –<br>VALUE VESTED DURING THE YEAR(1)<br>()	SHARE-BASED AWARDS -<br>VALUE VESTED DURING THE YEAR<br>()	NON-EQUITY INCENTIVE PLANCOMPENSATION – VALUE <br>EARNEDDURING THE YEAR ()
Paul Raymond<br><br><br>President and Chief Executive Officer
Claude Thibault<br><br><br>Chief Financial Officer
Claude Rousseau<br><br><br>Chief Operating Officer
Russell Smith^^<br> <br>President, Alithya USA
Robert Lamarre<br><br><br>Chief Information Officer

All values are in US Dollars.

(1)	This column shows the value of options held by the NEOs which vested during the Company’s<br>fiscal year ended March 31, 2020.

ALITHYA I Compensation Discussion and Analysis 37

Performance Graph

The subordinate voting shares are listed for trading on the TSX and NASDAQ under the symbol ALYA. The following performance graph illustrates the cumulative return on a $100 investment in the subordinate voting shares made on November 2, 2018, being the date on which the subordinate voting shares started trading on the TSX, compared with the cumulative return on the S&P/TSX Smallcap Index for the same period (i.e. from November 2, 2018 to March 31, 2020).

LOGO

During the period commencing at the close of November 2, 2018 up to March 31, 2020, the cumulative shareholder return on an investment in the subordinate voting shares followed a relatively similar trend as that of an investment on the S&P/TSX Smallcap Index.

TRENDS IN COMPENSATION

The following graph illustrates the relationship between the aggregate total compensation paid to the NEOs relative to the Company’s performance and cumulative return on a $100 investment in the subordinate voting shares over the period from November 2, 2018 to March 31, 2020.

LOGO

Despite the volatility of the subordinate voting shares as a result of the adverse impacts of the COVID-19 pandemic on the global economy, the trend shows a certain correlation between the total compensation granted to the NEOs and the Company’s cumulative total shareholder return.

ALITHYA I Compensation Discussion and Analysis 38

Long-Term Incentive Plan

SECURITIES AUTHORIZED FOR ISSUANCE

The table below indicates, as at March 31, 2020, certain information with respect to the Company’s LTIP.

	NUMBER OF SECURITIES TO BE<br>ISSUED UPON EXERCISE OF<br>OUTSTANDING SECURITIES<br><br><br>(#)		NUMBER OF SECURITIES<br>REMAINING AVAILABLE<br>FOR<br>FUTURE ISSUANCE UNDER<br>EQUITY COMPENSATION PLANS<br>(EXCLUDING SECURITIES<br>REFLECTED IN THE FIRST<br>COLUMN)^(1)^<br><br><br>(#)
Equity compensation plans approved by security holders
Options		3,172,289		-
DSUs		140,885		-
Total	****	3,313,174	****	2,342,938
Equity compensation plans<br>not approved by security holders		-		-

All values are in US Dollars.

(1)	Based on 10% of the issued and outstanding Shares as at March 31, 2020.

BURN RATE

The following table presents the burn rate of awards granted under the LTIP (i.e. options and DSUs) for the fiscal years ended March 31, 2020 and 2019:

	2020	2019
Number of awards (options and DSUs) granted during the year^(1)^	1,067,106	729,793
Weighted average number of subordinate voting shares and multiple voting<br>shares	56,399,499	36,129,647
Burn rate	1.89%	2.02%
(1)	For the fiscal year ended March 31, 2019, the number of awards granted during the year only<br>includes options to purchase subordinate voting shares and DSUs granted from November 1, 2018 to March 31, 2019. It does not include options to purchase subordinate voting shares or multiple voting shares, as applicable, which were issued<br>further to the conversion of Alithya (pre-IPO) and Edgewater options outstanding immediately prior to the Edgewater Acquisition.
---	---

OPTION FEATURES

The following table shows the key terms of options issued under the LTIP:

Shares Issuable	Subordinate voting shares.
Exercise Price	Equal to the closing price of the subordinate voting shares on the<br>TSX or the NASDAQ, whichever is greater at the then current exchange rate, on the date immediately preceding the date of grant.
Term	10 years.
Vesting Criteria	Vest and are exercisable in the manner set out in the applicable award<br>agreement, subject to the participant continuing to be an employee or director, as applicable, or as otherwise agreed to by the Board.<br> <br>Options granted under the LTIP generally vest over a four-year period at a rate of 25% on each of the second and third anniversary dates of their grant and 50% on the fourth anniversary date of their grant.
Termination	Please refer to Schedule A for a description of the termination<br>conditions.

Options that were outstanding immediately prior to the Edgewater Acquisition were converted into options to acquire Alithya Shares at closing. Such options continue to be governed by the terms and conditions of the incentive plans of Alithya (pre-IPO) and Edgewater pursuant to which these rights had been initially granted; such terms and conditions are substantially similar to those of the LTIP. As at March 31, 2020, options governed by Edgewater’s incentive plans had a term of five to seven years from their grant date and were all fully vested, while options subject to the terms and conditions of Alithya (pre-IPO)’s Stock Option Plan generally had a term of 10 years from their grant date and where either fully vested or subject to continued vesting at a rate of 100% on the third anniversary date of their grant. Please refer to the section entitled “Incentive Compensation Payments in the Event of Termination, Resignation, Retirement, Death or Disability” for a description of the termination conditions of options which remain subject to Edgewater’s 2000 Stock Option Plan and Stock Option Plan of Alithya (pre-IPO).

Employment Arrangements of the NEOs

The terms and conditions of the employment of each NEO are set forth in their employment agreement, if any, or their employment offer letter with Alithya, or, in the case of Mr. Smith, with Edgewater prior to the Edgewater Acquisition. Their employment is for an indefinite term (or at will) and include confidentiality, non-solicitation and non-competition covenants.

ALITHYA I Compensation Discussion and Analysis 39

TERMINATION AND CHANGE OF CONTROL BENEFITS

The following table summarizes the non-solicitation and non-competition covenants, severance payable upon termination without cause and change of control provisions applicable to the NEOs as at March 31, 2020.

NAME AND TITLE	NON-SOLICITATION<br><br><br>COVENANT	NON-COMPETITION<br><br><br>COVENANT	PAYMENT IN THE EVENT OF A<br><br><br>TERMINATION WITHOUT CAUSE^(1)^	PAYMENT IN THE EVENT OF A<br><br><br>TERMINATION FOLLOWING A CHANGE OF<br><br><br>CONTROL^(1)(2)^
Paul Raymond<br><br><br>President and Chief<br><br><br>Executive Officer	12 months or for the duration of the severance, if greater	12 months or for the duration of the severance, if greater	24 months of base salary and average of annual bonuses paid for the last two fiscal years	24 months of base salary and average of annual bonuses paid for the last two fiscal years
Claude Thibault<br><br><br>Chief Financial Officer	12 months or for the duration of the severance, if greater	12 months or for the duration of the severance, if greater	12 months plus one month per year of service (subject to a maximum of 24 months) of base salary and average of annual bonuses paid for the last two fiscal<br>years	24 months of base salary and average of annual bonuses paid for the last two fiscal years
Claude Rousseau<br><br><br>Chief Operating Officer	12 months or for the duration of the severance, if greater	12 months or for the duration of the severance, if greater	The greater of (i) the remaining number of months until March 31, 2022 and (ii) 12 months plus one month per year of service (subject<br>to a maximum of 24 months) of base salary and average of annual bonuses paid for the last two fiscal years	24 months of base salary and average of annual bonuses paid for the last two fiscal years
Russell<br>Smith^(3)^<br> <br>President, Alithya USA	24 months following termination	12 months following termination	12 months<br><br><br>of base salary^(4)^	-
Robert Lamarre<br><br><br>Chief Information Officer	12 months or for the duration of the severance, if greater	12 months or for the duration of the severance, if greater	12 months plus one month per year of service (subject to a maximum of 18 months) of base salary and average of annual bonuses paid for the last two fiscal<br>years	24 months of base salary and average of annual bonuses paid for the last two fiscal years
(1)	Messrs. Raymond, Thibault, Rousseau, Smith and Lamarre would also be entitled to the continuity<br>of certain benefits (i.e. insurance coverage) for the duration of the severance.
---	---
(2)	For Messrs. Raymond, Thibault, Rousseau and Lamarre, applies in the event of termination without<br>cause or resignation for good reason within 12 months following a change of control. Resignation for good reason includes the following: (i) if their remuneration, including social benefits, is considerably reduced, (ii) if they suffer a<br>significant diminution of their responsibilities, authority, status or hierarchy, taken as a whole, without their prior written consent, and (iii) if their principal place of work is relocated to a place located more than 100 kilometers from<br>their usual principal place of work).
---	---
(3)	Mr. Smith’s terms and conditions of employment do not contain specific provisions in<br>the event of a termination following a change of control.
---	---
(4)	Mr. Smith’s offer letter provides for a severance in the event of a termination without<br>cause equal to three months of his base salary. Mr. Smith is, however, party to a certain Stay Bonus Agreement dated December 22, 2017 entered into with Edgewater which provides for a severance equal to 12 months of his base salary in the<br>event of a termination without cause conditional upon his compliance with the non-compete covenant contained therein.
---	---

INCENTIVE COMPENSATION PAYMENTS IN THE EVENT OF TERMINATION, RESIGNATION, RETIREMENT, DEATH OR DISABILITY

Unless otherwise determined by the Board, the options held by the NEOs would be treated as follows upon termination, resignation, retirement, death or disability, depending on the applicable situation:

OPTION PLAN	TERMINATION<br>WITHOUT CAUSE	VOLUNTARY<br>RESIGNATION	RETIREMENT	TERMINATION FOR<br>CAUSE	TERMINATION<br><br><br>FOLLOWING<br> <br>CHANGE OF<br> <br>CONTROL	DEATH OR<br><br><br>DISABILITY
LTIP^(1)^<br><br><br>(Options granted since November 1, 2018)	Vested options are exercisable until the earlier of their<br>expiration date and 90 days after termination<br> <br>Unvested options are immediately forfeited and cancelled	Vested options are exercisable until the earlier of their<br>expiration date and 90 days after resignation<br> <br>Unvested options are immediately forfeited and cancelled	Unvested options continue to vest, and all options remain exercisable until the date that is 90 days following the last vesting date^(2)^	Vested and unvested options are immediately forfeited and cancelled	-	Unvested options vest immediately and all options remain exercisable until the date that is 90 days after the date of disability or 180 days after the day<br>of death
Alithya (pre-IPO)’s Stock<br>Option<br> <br>Plan^(3)(4)^<br><br><br>(Options originally issued by Alithya pre-IPO which were converted)^^	Unvested options continue to vest, and all options remain exercisable until the date that is 60 days following the termination	Vested and unvested options continue to vest and remain exercisable until the date that is 60 days following the resignation	-	Vested and unvested options are immediately forfeited and cancelled	-	Vested and unvested options continue to vest and remain exercisable until the date that is 60 days following the death or disability
Edgewater’s 2000 Stock Option Plan^(5)^ (Options originally issued by Edgewater under such plan which were converted)	Vested options are exercisable until the earlier of their<br>expiration date and a three-month period after termination<br> <br>Unvested options are immediately forfeited and<br>cancelled	Vested options are exercisable until the earlier of their<br>expiration date and a three-month period after resignation<br> <br>Unvested options are immediately forfeited and<br>cancelled	Vested options remain exercisable for the length of the<br>original option term<br> <br>Unvested options are immediately forfeited and cancelled	Vested and unvested options are immediately forfeited and cancelled	Provisions provided in the original award<br><br><br>agreements^(6)^	Vested options remain exercisable for one year following the<br>death or disability<br> <br>Unvested options are immediately forfeited and cancelled

ALITHYA I Compensation Discussion and Analysis 40

(1)	The LTIP does not contain specific provisions with regards to termination following a change of<br>control. The provisions applicable in the event of a termination without cause, voluntary resignation, retirement or termination for cause would therefore apply by default.
(2)	In the event the participant commences employment with a direct competitor of the Company or<br>breaches a non-competition or non-solicitation obligation during the retirement, options that have not been exercised are forfeited and cancelled.
---	---
(3)	Options to acquire Alithya shares originally issued under Alithya<br>(pre-IPO)’s Stock Option Plan that were outstanding immediately prior to the Edgewater Acquisition are subject to the terms of Alithya (pre-IPO)’s Stock Option<br>Plan.
---	---
(4)	Alithya (pre-IPO)’s Stock Option Plan does not<br>contain any specific provisions with regards to retirement or termination following a change of control. The provisions applicable in the event of a voluntary resignation would therefore apply by default.
---	---
(5)	Options to acquire Edgewater shares of common stock originally issued under Edgewater’s 2000<br>Stock Option Plan that were outstanding immediately prior to the Edgewater Acquisition are subject to the terms of Edgewater’s 2000 Stock Option Plan.
---	---
(6)	Mr. Smith’s original award agreements provide that if his employment is terminated<br>within six months after a change of control, his options would become exercisable in full for a period of three months following the termination.
---	---

TERMINATION WITHOUT CAUSE, VOLUNTARY RESIGNATION, RETIREMENT, TERMINATION FOR CAUSE AND CHANGE OF CONTROL PAYMENTS

The following table summarizes the severance payable to each NEO in the event of a termination without cause and a termination following a change of control assuming a termination date of March 31, 2020. No severance is payable in the event of a voluntary resignation, retirement, termination for cause, the death or disability of a NEO. Furthermore, no incremental amounts were payable as at March 31, 2020 in connection with options held by the NEOs in any of the aforementioned scenarios. While the LTIP does provide accelerated vesting in the event of the death or disability of a NEO, options granted thereunder to the NEOs were out-of-the-money as at March 31, 2020 and, while Mr. Smith’s options originally issued by Edgewater under its 2000 Stock Option Plan are subject to an accelerated vesting in the event of a termination following a change of control, all such options had already vested as at March 31, 2020.

NAME AND TITLE	SEVERANCE IN THE EVENT OF A<br><br><br>TERMINATION WITHOUT CAUSE^(1)^<br><br><br>($)	SEVERANCE IN THE EVENT OF A TERMINATION<br><br><br>FOLLOWING A CHANGE OF<br>CONTROL^(1)(2)^<br><br><br>($)
Paul Raymond<br><br><br>President and Chief Executive Officer	1,519,500	1,519,500
Claude Thibault^(3)^<br><br><br>Chief Financial Officer	398,945	736,514
Claude Rousseau^(4)^<br><br><br>Chief Operating Officer	1,363,475	1,363,475
Russell Smith^(4)^<br><br><br>President, Alithya USA	432,250	432,250
Robert Lamarre<br><br><br>Chief Information Officer	442,250	707,600
(1)	The amounts shown do not include the costs associated with the continuity of certain benefits<br>(i.e. insurance coverage) to which the NEOs would remain entitled to for the duration of the severance.
---	---
(2)	As indicated in the table in the preceding section entitled “Incentive Compensation Payments<br>in the Event of Termination, Resignation, Retirement, Death or Disability”, Messrs. Raymond, Thibault, Rousseau and Lamarre are entitled to the severance shown in this column in the event of a termination without cause or resignation for good<br>reason within 12 months. Also, as Mr. Smith’s terms and conditions of employment do not contain specific provisions in the event of a termination following a change of control, the terms and conditions applicable in the event of a<br>termination without cause or with cause would therefore apply by default, if applicable. The amount indicated for Mr. Smith in the table above assumes that the termination would be without cause.
---	---
(3)	Mr. Thibault joined the Company on August 13, 2018, and, as such, the information shown<br>reflects less than the 24-months maximum amount payable.
---	---
(4)	Messrs. Rousseau (since January 13, 2019) and Smith are paid in U.S. dollars. The amounts<br>shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s audited consolidated financial statements for the years ended March 31, 2020 and 2019 which was $1.330 and $1.312 for each U.S. dollar<br>respectively.
---	---

ALITHYA I Compensation Discussion and Analysis 41

LOGO

Other Information

Indebtedness of Directors and Executive Officers

No Nominee Director or executive officer of the Company, or any former director or executive officer of the Company, or any associate of any of the foregoing, is, or has been at any time during fiscal 2020, excluding routine indebtedness, indebted to the Company or its subsidiaries, either in connection with the purchase of securities of the Company or otherwise.

Interest of Informed Persons and Others in Material Transactions

The management of the Company is not aware of any material interest, direct or indirect, of any Nominee Directors, executive officers or insiders of the Company, or any associate or affiliate of such persons or the Company in any transaction since the commencement of the Company’s most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Company or any of its affiliates or subsidiaries.

Shareholder Proposals

The Company will include, as applicable, proposals from Shareholders that comply with applicable laws and the advance notice by-law in next year’s management information circular for our next annual Shareholders meeting to be held in respect of the fiscal year ending on March 31, 2021. Shareholders who wish to submit a proposal, other than the nomination of directors, should send their proposal to the Corporate Secretary at the head office of the Company (1100 Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, H3B 3A5) with a copy at secretariat@alithya.com, by April 23, 2021. Shareholders who wish to propose the nomination of directors should abide by the prescribed timeframe provided for in the advance notice by-law of the Company.

Availability of Documents

The Company is a reporting issuer in Canada and the U.S. and is required to file various documents, including financial statements. Financial information is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for its most recently completed financial year. Copies of these documents and additional information relating to the Company are available on Company’s website at www.alithya.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, or may be obtained from the Company on request by email at investorrelations@alithya.com or by mail or by phone as follows:

Investor Relations

Alithya Group inc.

1100 Robert-Bourassa Boulevard

Suite 400

Montréal, Québec, H3B 3A5

Tel. : 1-844-985-5552

Approval

The Board of the Company has approved the contents of this Information Circular and its sending to the shareholders of the Company.

LOGO

Nathalie Forcier

Chief Legal Officer and Corporate Secretary

July 22, 2020

ALITHYA I Other Information 42

LOGO

Schedule A | Long-Term Incentive Plan and Share Purchase Plan Description

Long-Term Incentive Plan

The following summary describes the material terms of the Long-Term Incentive Plan of Alithya (“LTIP”). It is, however, not a complete description of all the provisions of the LTIP and is qualified in its entirety by reference to the LTIP.

ADMINISTRATION

The LTIP is administered by the Board. The Board has the authority to, among other things, determine eligibility for awards to be granted, determine, modify or waive the type or types of, form of settlement of, and terms and conditions of awards, to accelerate the vesting or exercisability of awards, to adopt rules, guidelines and practices governing the operation of the LTIP as the Board deems advisable, to interpret the terms and provisions of the LTIP and any award agreement, and to otherwise do all things necessary or appropriate to carry out the purposes of the LTIP. To the extent permitted by applicable law, the Board may, from time to time, delegate to a committee of the Board all or any of the powers conferred on it pursuant to the LTIP.

ELIGIBILITY

Certain Alithya employees and directors, and those of its designated affiliates, are eligible to participate in the LTIP. However, eligibility to participate will not confer any right to receive any grant of an award pursuant to the LTIP. The Board has sole and complete authority, in its discretion, to determine the individuals to whom grants may be made.

AUTHORIZED SHARES

Shares issued upon the exercise or settlement of awards granted under the LTIP are issued from treasury. Subject to adjustment, as described below, the maximum number of subordinate voting shares issuable under the LTIP is equal to 10% of the number of Shares that are issued and outstanding from time to time.

Subordinate voting shares subject to an award that, for any reason, (i) expires without having been exercised, (ii) is cancelled, forfeited, surrendered, or terminated, (iii) or otherwise is settled without the issuance of subordinate voting shares will again be available for grant under the LTIP.

As of March 31, 2020, there were 3,172,289 outstanding options, which represented 5.46% of the issued and outstanding Shares, and 140,885 outstanding DSUs, which represented 0.24% of the issued and outstanding Shares. As of March 31, 2020, 2,342,938 Shares remained available for issuance pursuant to awards under the LTIP, which represented 4.03% of the issued and outstanding Shares.

TYPES OF AWARDS

The LTIP provides for awards of (i) stock options, (ii) restricted shares, (iii) restricted share units, (iv) performance share units, (v) deferred share units, and (vi) share appreciation rights.

●	Stock Options. The exercise price of stock options may not be less than the market price of<br>the subordinate voting shares at the time of grant. The market price is equal to the closing price of the subordinate voting shares on the TSX or the NASDAQ, whichever is greater at the then current exchange rate, on the day immediately preceding<br>the date of grant. The Board determines at the time of grant the vesting conditions that impact the time or times at which stock options become exercisable and the terms on which stock options remain exercisable. Subject to any accelerated<br>termination as set forth in the LTIP, the maximum term of a stock option is 10 years.
●	Restricted Shares. An award of restricted shares is an award of subordinate voting shares<br>subject to certain restrictions and to a risk of forfeiture.
---	---
●	Restricted Share Units. An award of restricted share units is an award denominated in<br>subordinate voting shares that entitles the participant to receive subordinate voting shares in the future. The delivery of subordinate voting shares under a restricted share unit award may be subject to the satisfaction of performance conditions or<br>other vesting conditions as determined by the Board.
---	---
●	Performance Share Units. An award of performance share units is an award the vesting and<br>settlement of which is subject to performance objectives and other vesting conditions. Performance objectives may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance relative to an<br>index or comparator group, or on any other basis determined by the Board.
---	---
●	Deferred Share Units. An award of deferred share units is an award of a notional investment<br>in subordinate voting shares reflected on an unfunded, book-entry account maintained by Alithya. Deferred share units may be subject to performance conditions or other vesting conditions. Deferred share units are settled in subordinate voting shares<br>generally on the 90^th^ day of the participant’s termination date, for Canadian participants, and on the 180^th^ day of the participant’s<br>termination date, for U.S. participants.
---	---
●	Share Appreciation Rights. An award of share appreciation rights is an award that, subject<br>to determination by the Board, will upon exercise provide the participant with a right to receive a specified number of subordinate voting shares equal in value to a specified increase in the market value of the subordinate voting shares. Subject to<br>any accelerated termination as set forth in the LTIP, the maximum term of a share appreciation right is 10 years.
---	---

LIMITS ON GRANTS OF AWARDS

The maximum aggregate number of subordinate voting shares that can be issued, at any time and within any one-year period

ALITHYA I Schedule A | Long-Term Incentive Plan and Share Purchase Plan Description 43

to insiders of Alithya under the LTIP and any other Alithya security-based compensation arrangements involving newly issued subordinate voting shares may not exceed 10% of the issued and outstanding Shares.

TERMINATION OF EMPLOYMENT OR DIRECTORSHIP

The Board has the authority to determine the vesting schedule applicable to each award and to accelerate the vesting or exercisability of any award. The Board may also determine the effect of termination of directorship on an award. Unless otherwise provided by the Board upon a termination of a participant’s employment or directorship under the following circumstances, the following treatment will apply:

●	Death or Disability. All awards shall immediately vest (or cease to be restricted) as of the<br>termination date, and each stock option or share appreciation right held will continue to be exercisable (i) in the case of disability, until the date that is 90 days after the date of disability, or (ii) in the case of death, until the<br>date that is 180 days after the date of death. Any performance targets associated with any award will be deemed to have been met at the target performance level.
●	Retirement of an Employee. All unvested awards shall continue to vest and be settled and<br>exercised in accordance with their terms, except that each stock option or share appreciation right held will continue to be exercisable until the date that is 90 days following the last vesting date of such stock option or share appreciation right<br>and, if not exercised on or before such date, will be forfeited and cancelled.
---	---
●	Voluntary Resignation of Employment (other than pursuant to a Retirement). All unvested<br>awards will be forfeited and cancelled as of the termination date. Stock options and share appreciation rights, that have vested but have not been exercised, will remain exercisable until the earlier of (i) the date that is 90 days after the<br>participant’s termination of employment or (ii) the award’s expiration date. Any performance targets associated with any vested awards will be deemed to have been met at the target performance level.
---	---
●	Termination of Employment by Alithya for Cause. All awards, whether vested or unvested, will<br>be forfeited and cancelled as of the termination date.
---	---
●	Termination of Employment by Alithya other than for Cause. All unvested awards will be<br>forfeited and cancelled as of the termination date. Stock options and share appreciation rights, that have vested but have not been exercised, will remain exercisable until the earlier of (i) the date that is 90 days after the<br>participant’s termination of employment or (ii) the award’s expiration date. Any performance targets associated with any vested awards will be deemed to have been met at the target performance level.
---	---
●	Termination of Directorship by Alithya for Breach of Fiduciary Duty. All awards, whether<br>vested or unvested, will be forfeited and cancelled as of the termination date.
---	---
●	Termination of Directorship for any reason other than Death, Disability, or Breach of FiduciaryDuty. The Board may, in its sole discretion, at any time prior to or following the date of termination of directorship, provide for the exercise, vesting or settlement of any or all awards held by the director on the date of termination.
---	---

NON-TRANSFERABILITY OF AWARDS

Awards under the LTIP may not be sold, assigned, transferred, alienated, pledged, mortgaged, charged, or otherwise encumbered, and may not be subject to attachment or legal process for the payment of any debts or obligations of the participant other than in accordance with the terms of the LTIP or unless approved by the Board.

RECOVERY OF COMPENSATION

The Board may provide that an award may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by Alithya or in effect on the date of grant of the award, or as otherwise required by law or applicable stock exchange listing standards.

CHANGE IN CONTROL

In the event of a Change in Control (as such term is defined in the LTIP), the Board may, without the consent of any participant, take such steps as it deems necessary or desirable, including to cause (i) the conversion or exchange of any outstanding awards into or for, rights or other securities of substantially equivalent value (or greater value), as determined by the Board in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding awards to vest and become exercisable, realizable, or payable, or restrictions applicable to an award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Board determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iii) the termination of an award in exchange for an amount of cash and/or property, if any, equal in value to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of such Change in Control (and, for the avoidance of doubt, if as of the date of the occurrence of such Change in Control the Board determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by Alithya without payment); (iv) the replacement of such award with other rights or property selected by the Board in its sole discretion; or (v) any combination of the foregoing. In taking any of these actions, the Board will not be required to treat all awards similarly.

CERTAIN ADJUSTMENTS

Should Alithya effect a subdivision or consolidation of shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of Alithya that does not constitute a Change in Control and would warrant the amendment or replacement of any existing awards in order to adjust the number of

ALITHYA I Schedule A | Long-Term Incentive Plan and Share Purchase Plan Description 44

subordinate voting shares that may be acquired on the vesting of outstanding awards and/or the terms of any award in order to preserve proportionately the rights and obligations of the participants holding such awards, the Board will, subject to the prior approval of the applicable stock exchange, as applicable, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

The Board may from time to time, without notice to or approval of the holders of voting shares of Alithya, amend, modify, change, suspend or terminate the LTIP or any outstanding award, as the Board determines appropriate. However, the Board shall not alter, suspend or terminate the LTIP or any outstanding award without the participant’s consent, if such alteration, suspension or termination of the LTIP or any outstanding award would materially impair the participant’s rights or materially increase the participant’s obligations under the LTIP (unless the Board determines that such adjustment is required or desirable in order to comply with any applicable securities law or stock exchange requirements). Shareholder approval will be required, in addition to the extent required by law, for any amendment, modification or change that (i) increases the percentage of subordinate voting shares reserved for issuance under the LTIP (except with respect to the adjustments described above), (ii) increases or removes the 10% limits on subordinate voting shares issuable or issued to insiders as described above, (iii) reduces the exercise price of an award (except with respect to the adjustments described above), (iv) extends the term of any award granted under the LTIP beyond its original expiration date (except where an expiration date would have fallen within a blackout period applicable to the participant or within five business days following the expiry of such a blackout period), (v) permits awards to be transferred to a person other than a permitted assign (as such term is defined in National Instrument 45-106 – Prospectus exemptions) or other than for normal estate settlement purposes, or (vi) deletes or reduces the range of amendments which require approval of the holders of voting shares of Alithya.

Employee Share Purchase Plan

The following summary describes the material terms of the ESPP. It is, however, not a complete description of all provisions of the ESPP and is qualified in its entirety by reference to the ESPP.

PURPOSE AND SCOPE

The purpose of the ESPP is to encourage and assist eligible employees of Alithya to acquire a proprietary interest in Alithya by providing such eligible employees with a convenient and regular method of acquiring subordinate voting shares. The ESPP enables participants to make regular personal investments in subordinate voting shares by way of payroll deduction. The ESPP also provides for matching employer contributions, up to a certain amount, that are also invested in subordinate voting shares.

ADMINISTRATION

The ESPP is administered by the Board in its sole and complete authority. Subject to applicable law, the Board may, from time to time, delegate to a committee of the Board all or any of the powers of the Board under the ESPP. Alithya has appointed AST Trust Company (Canada) as administrative agent to assist in the administration of the ESPP, including to purchase subordinate voting shares in the open market and hold them on behalf of participants as well as maintain records respecting such shares.

ELIGIBILITY

All permanent employees of Alithya or any designated affiliate are eligible to participate in the ESPP. Alithya reserves the right to restrict eligibility or otherwise limit the number of persons eligible for participation in the ESPP at any time.

TERMINATION

A participant’s participation in the ESPP shall be terminated immediately upon (i) the participant’s death, (ii) the participant’s cessation of active employment for any reason (including retirement or permanent disability) with Alithya or a designated affiliate, (iii) any judgment, attachment, garnishment or other court order affecting the participant’s compensation or the participant’s account under the ESPP is filed or levied upon Alithya, the employer or the administrative agent, or the participant is legally adjudged incompetent or becomes bankrupt, or (iv) the employer ceases to be a designated affiliate of Alithya. A participant may also elect voluntarily to terminate his or her participation at any time.

NO ASSIGNMENT

The interest of any participant under the ESPP is not transferable, assignable or alienable by pledge, assignment or in any manner whatsoever.

AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

The ESPP may be amended by the Board at any time in accordance with applicable securities laws or stock exchange rules, and without shareholder approval unless required by such laws or rules. The Board may also suspend the ESPP in whole or in part from time to time or terminate it at any time. However, any amendment, suspension or termination shall not adversely affect the entitlement of the participants to the full balance of their accounts, without their written consent.

ALITHYA I Schedule A | Long-Term Incentive Plan and Share Purchase Plan Description 45

LOGO

Schedule B | Mandate of the Board

MANDATE FOR THE BOARD OF DIRECTORS

General

The board of directors (the “Board”) of Alithya Group inc. (the “Company”) is elected by the shareholders and is responsible for the stewardship of the business and affairs of the Company. The Board seeks to discharge such responsibility by reviewing, discussing and approving the Company’s strategic planning and organizational structure and supervising management to oversee that the strategic planning and organizational structure enhance and preserve the business of the Company and its underlying value of the Company.

Although directors may be elected by the shareholders to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Company must be paramount at all times.

Composition

The Board shall be constituted at all times of a majority of directors who are independent directors within the meaning of applicable Canadian and United States securities laws and the NASDAQ corporate governance standards.

Responsibilities

The Board discharges its responsibility for overseeing the management of the Company’s business by delegating to the Company’s senior officers the responsibility for day-to-day management of the Company. The Board discharges its responsibilities both directly and through its committees, the Audit and Risk Management Committee, the Corporate Governance and Nominating Committee, and the Human Capital and Compensation Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address certain issues of a more short-term nature. The Board’s primary roles are overseeing corporate performance and providing quality, depth and continuity of management to meet the Company’s strategic objectives. Other principal duties include, but are not limited to the following categories:

APPOINTMENT OF MANAGEMENT

1.	The Board is responsible for approving the appointment of the Chief Executive Officer and all<br>other senior management, and approving their compensation, following a review of the recommendations of the Human Capital and Compensation Committee.
2.	In approving the appointment of the chief executive officer and all other senior management, the<br>Board will, to the extent feasible, satisfy itself as to the integrity of these individuals and that they create a culture of integrity throughout the Company.
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3.	The Board from time to time delegates to senior management the authority to enter into certain<br>types of transactions, including financial transactions, subject to
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specified limits. Investments and other expenditures above the specified limits, and material transactions outside the ordinary course of business are reviewed by and are subject to the prior<br>approval of the Board.
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4.	The Board oversees that succession planning programs are in place, including programs to train<br>and develop management.
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BOARD ORGANIZATION

5.	The Board will receive recommendations from the Corporate Governance and Nominating Committee,<br>but retains responsibility for managing its own affairs by giving its approval for its composition and size, the selection of the Chair of the Board, candidates nominated for election to the Board, committee and committee chair appointments,<br>committee charters and director compensation.
6.	The Board may delegate to Board committees matters it is responsible for, including the approval<br>of compensation of the Board and management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated<br>responsibilities.
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STRATEGIC PLANNING

7.	The Board has oversight responsibility to participate directly, and through its committees, in<br>reviewing, questioning and approving the mission of the Company and its objectives and goals.
8.	The Board is responsible for reviewing, providing input to, and approving the business, financial<br>and strategic plans by which it is proposed that the Company may reach those goals.
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MONITORING OF FINANCIAL PERFORMANCE AND OTHER FINANCIAL REPORTING MATTERS

9.	The Board is responsible for enhancing congruence between shareholder expectations, Company plans<br>and management performance.
10.	The Board is responsible for adopting processes for monitoring the Company’s progress toward<br>its strategic and operational goals, and to revise and alter its direction to management in light of changing circumstances affecting the Company.
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11.	The Board is responsible for approving the audited financial statements, interim financial<br>statements and the notes and Management’s Discussion and Analysis accompanying such financial statements.
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12.	The Board is responsible for reviewing and approving material transactions outside the ordinary<br>course of business and those matters which the Board is required to approve under the Company’s governing statute, including
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ALITHYA I Schedule B | Mandate of the Board 46

the payment of dividends, purchase and redemptions of securities, acquisitions and dispositions of material capital assets and material capital expenditures.

RISK MANAGEMENT

13.	The Board is responsible for overseeing the identification of the principal risks of the<br>Company’s business and ensuring the implementation of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of the Company and achieving a proper balance between the risks incurred and the<br>potential return to the Company’s shareholders.

POLICIES AND PROCEDURES

14.	The Board is responsible for:
a)	approving and monitoring compliance with all significant policies and procedures by which the<br>Company is operated; and
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b)	approving policies and procedures designed to ensure that the Company operates at all times<br>within applicable laws and regulations.
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15.	The Board shall enforce its policy respecting confidential treatment of the Company’s<br>proprietary information and the confidentiality of Board deliberations.
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COMMUNICATIONS AND REPORTING

16.	The Board has approved and will revise from time to time as circumstances warrant a<br>communications plan to address communications with shareholders, employees, financial analysts, governments and regulatory authorities, the media and the Canadian and international communities.
17.	The Board is responsible for:
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a)	overseeing the accurate reporting of the financial performance of the Company to shareholders,<br>other security holders and regulators on a timely and regular basis;
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b)	taking steps to enhance the timely disclosure of any other developments that have a significant<br>and material impact on the Company;
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c)	reporting annually to shareholders on its stewardship for the preceding year; and
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d)	overseeing the Company’s implementation of systems which accommodate feedback from<br>shareholders.
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MEETINGS

18.	The Board will meet as often as necessary and in accordance with the Company’s bylaws.

DATED November 1, 2018, as amended on November 12, 2019.

ALITHYA I Schedule B | Mandate of the Board 47

LOGO

Schedule C | Mandate of the Audit and Risk Management Committee

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER

Purpose

1.	The Audit and Risk Management Committee is a standing committee appointed by the board of<br>directors (the “Board”) of Alithya Group Inc. (the “Company”). The Committee is established to fulfil applicable public company obligations relating to audit committees and to assist the Board in fulfilling its oversight<br>responsibilities with respect to financial reporting including responsibility to:
a)	oversee the integrity of the Company’s financial statements and financial reporting process,<br>including the audit process and the Company’s internal accounting controls and procedures and compliance with related legal and regulatory requirements;
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b)	oversee the qualifications and independence of the external auditors;
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c)	oversee the work of the Company’s financial management, internal auditors and external<br>auditors in these areas; and
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d)	provide an open avenue of communication between the external auditors, the internal auditors, the<br>Board and management.
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2.	In addition, the Committee shall prepare, if required, an audit committee report for inclusion in<br>the Company’s annual management proxy circular, in accordance with applicable rules and regulations. The Committee is also responsible for assisting the Board in fulfilling its responsibilities relating to pension matters.
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3.	The function of the Committee is oversight. It is not the duty or responsibility of the Committee<br>or its members (i) to plan or conduct audits, (ii) to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles or (iii) to conduct other types<br>of auditing or accounting reviews or similar procedures or investigations. The Committee, its Chair and its audit committee financial expert members are members of the Board of the Company, appointed to the Committee to provide broad oversight of<br>the financial, risk and control related activities of the Company, and are specifically not accountable or responsible for the day-to-day operation or performance of<br>such activities.
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4.	Management is responsible for the preparation, presentation and integrity of the Company’s<br>financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies and systems of risk assessment and internal controls and procedures designed to provide
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reasonable assurance that assets are safeguarded and transactions are properly authorized, recorded and reported and to assure the effectiveness and efficiency of operations, the reliability of<br>financial reporting and compliance with accounting standards and applicable laws and regulations. Management is also responsible for monitoring and reporting on the adequacy and effectiveness of the system of internal controls. The external auditors<br>are responsible for planning and carrying out an audit of the Company’s annual financial statements in accordance with generally accepted auditing standards to provide reasonable assurance that, among other things, such financial statements are<br>in accordance with generally accepted accounting principles.
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Procedures and Powers

GENERAL

The Committee shall have the following procedures and powers:

1.	Composition – The Committee shall be composed of a minimum of three members. None of the<br>members of the Committee shall be an officer or employee of the Company or any of its subsidiaries and each member of the Committee shall be an independent director within the meaning of applicable Canadian and United States securities laws and the<br>NASDAQ corporate governance standards.

All members of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement and be “financially literate” (as that term is defined from time to time under the requirements or guidelines for audit committee service under applicable Canadian and United States securities laws and the rules of the Toronto Stock Exchange). At least one member of the Committee must also be an audit committee financial expert (as that term is defined from time to time under the requirements or guidelines for audit committee service under applicable Canadian and United States securities laws and the rules of the Toronto Stock Exchange and the NASDAQ.

Appointment and Replacement of Committee Members – Any member of the Committee may be<br>removed or replaced at any time by the Board and shall automatically cease to be a member of the Committee upon ceasing to be a director. The Board may fill vacancies on a Committee by appointing another director to the Committee. The Board shall<br>fill any vacancy if the membership of the Committee is less than three directors. Whenever there is a vacancy on the Committee, the remaining members may

ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 48

exercise all its power as long as a quorum remains in office. Subject to the foregoing, the members of the Committee shall be appointed by the Board annually and each member of a Committee shall remain on the Committee until the next annual meeting of shareholders after his or her appointment or until his or her successor shall be duly appointed and qualified.

3.	Committee Chair – The Board shall designate the Chair by majority vote. If the Chair is<br>absent from a meeting, the members shall select a Chair from those in attendance to act as Chair of the meeting. The Chair of the Committee shall be responsible for leadership of the Committee assignments and reporting to the Board.
4.	Conflicts of Interest – If the Committee member faces a potential or actual conflict of<br>interest relating to a matter before the Committee, other than matters relating to the compensation of directors, that member shall be responsible for alerting the Committee Chair. If the Committee Chair faces a potential or actual conflict of<br>interest, the Committee Chair shall advise the Chair of the Board. If the Committee Chair, or the Chair of the Board, as the case may be, concurs that a potential or actual conflict of interest exists, the member faced with such conflict shall<br>disclose to the Committee the member’s interest and shall not participate in consideration of the matter and shall not vote on the matter.
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5.	Service on Multiple Audit Committees – If a Committee member serves on the audit committee<br>of more than three public companies, including the Company, the Board must determine that such service would not impair the ability of the member to effectively serve on the Committee.
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6.	Compensation of Committee Members - The members of the Committee shall be entitled to receive<br>such remuneration for acting as members of the Committee as the Board may from time to time determine.
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7.	Meetings - The Committee shall meet regularly at times necessary to perform the duties described<br>herein in a timely manner, but not less than four times a year and any time the Company proposes to issue a press release with its quarterly or annual earnings information. The Committee shall also meet without management present at every meeting.<br>Meetings may be held at any time deemed appropriate by the Committee.
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1)	Calling of Meetings - The Committee shall meet as often as it deems appropriate to discharge its<br>responsibilities. Notice of the time and place of every meeting shall be given in writing, by any means of transmitted or recorded communication, including facsimile, email or other electronic means that produces a written copy, to each member of<br>the Committee at least 48 hours prior to the time fixed for such meeting, with a copy to the Chair of the Board, the Chief Executive Officer and the Corporate Secretary of the Company. However, a member may in any manner waive a notice of a meeting.<br>Attendance of a member at a meeting constitutes a waiver of notice of the meeting, except where a
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member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Whenever practicable, the agenda for the<br>meeting and the meeting materials shall be provided to members before each Committee meeting in sufficient time to provide adequate opportunity for their review.
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2)	Quorum - A majority of the members constitute a quorum for the transaction of the Committee<br>business.
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3)	Secretary of Meeting - The Chair of the Committee shall designate a person who need not be a<br>member of the Committee to act as secretary or, if the Chair of the Committee fails to designate such a person, the Corporate Secretary of the Company shall be secretary of the Committee. The agenda of the Committee meeting will be prepared by the<br>secretary of the Committee and, whenever reasonably practicable, circulated to each member prior to each meeting.
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4)	Minutes - Minutes of the proceedings of the Committee shall be kept in a minute book provided for<br>that purpose. The minutes of the Committee meetings shall accurately record the discussions of and decisions made by the Committee, including all recommendations to be made by the Committee to the Board and shall be distributed to all Committee<br>members.
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8.	Separate Executive Meetings - The Committee shall meet periodically with the Chief Financial<br>Officer, the head of the internal audit function (if other than the Chief Financial Officer) and the external auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believes should be discussed<br>privately and such persons shall have access to the Committee to bring forward matters requiring its attention. However, the Committee shall also meet periodically without management present.
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9.	Professional Assistance - The Committee may require the external auditors and internal auditors<br>to perform such supplemental reviews or audits as the Committee may deem desirable. In addition, the Committee may retain such special legal, accounting, financial or other consultants as the Committee may determine to be necessary to carry out the<br>Committee’s duties at the Company’s expense.
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10.	Reliance - Absent actual knowledge to the contrary (which shall be promptly reported to the<br>Board), each member of the Committee shall be entitled to rely on (i) the integrity of those persons or organizations within and outside the Company from which it receives information, (ii) the accuracy of the financial and other<br>information provided to the Committee by such persons or organizations and (iii) representations made by management and the external auditors as to any information technology, internal audit
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ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 49

and other non-audit services provided by the external<br>auditors to the Company and its subsidiaries.
11.	Reporting to the Board - The Committee will report through the Committee Chair to the Board<br>following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter.
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12.	Outsiders May Attend Meetings – The Committee may invite members of management or others to<br>attend meetings or provide information as necessary. The Company’s independent auditors will have direct access to the Committee at their own initiative.
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POWERS

13.	The Committee shall have the following powers:
a)	Access - The Committee is entitled to full access to all books, records, facilities, and<br>personnel of the Company and its subsidiaries. The Committee may require such officers, directors and employees of the Company and its subsidiaries and others as it may see fit from time to time to provide any information about the Company and its<br>subsidiaries it may deem appropriate and to attend and assist at meetings of the Committee.
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b)	Delegation - The Committee may delegate from time to time to any person or committee of persons<br>any of the Committee’s responsibilities that lawfully may be delegated.
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c)	Adoption of Policies and Procedures - The Committee may adopt policies and procedures for<br>carrying out its responsibilities.
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Audit Responsibilities of the Committee

SELECTION AND OVERSIGHT OF THE EXTERNAL AUDITORS

1.	The external auditors are ultimately accountable to the Committee and the Board as the<br>representatives of the shareholders of the Company and shall report directly to the Committee and the Committee shall so instruct the external auditors. The Committee shall evaluate the performance of the external auditors and appoint or retain the<br>external auditors of the Company to be proposed in the Company’s proxy circular for shareholder approval and shall have authority to terminate the external auditors. If a change in external auditors is proposed, the Committee shall review the<br>reasons for the change and any other significant issues related to the change, including the response of the incumbent auditors, and enquire on the qualifications of the proposed auditors before approving or rejecting the proposed change in external<br>auditors.
2.	The Committee shall approve in advance the terms of engagement and the compensation to be paid by<br>the Company to the external auditors with respect to the conduct of the annual audit. The Committee may approve policies and procedures for the pre-approval of services to be rendered by the external auditors,<br>which policies and procedures shall include reasonable detail with respect to the services covered. All non-audit services to be provided to the Company or any of its affiliates by the external
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auditors or any of their affiliates which are not covered by pre-approval policies and procedures approved by the Committee shall be subject to pre-approval by the Committee.
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3.	The Committee shall review the independence of the external auditors and shall make<br>recommendations to the Board on appropriate actions to be taken which the Committee deems necessary to protect and enhance the independence of the external auditors. In connection with such review, the Committee shall:
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a)	actively engage in a dialogue with the external auditors about all relationships or services that<br>may impact the objectivity and independence of the external auditors;
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b)	require that the external auditors submit to it on a periodic basis, and at least annually, a<br>formal written statement delineating all relationships between the Company and its subsidiaries, on the one hand, and the external auditors and their affiliates on the other hand;
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c)	ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for<br>the audit and the audit partner responsible for reviewing the audit as required by applicable law;
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d)	consider whether there should be a regular rotation of the external audit firm itself; and
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e)	consider the auditor independence standards promulgated by applicable auditing regulatory and<br>professional bodies.
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4.	The Committee shall prohibit the external auditor and its affiliates from providing certain non-audit services to the Company and its affiliates.
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5.	The Committee shall establish and monitor clear policies for the hiring by the Company of<br>employees or former employees of the external auditors.
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6.	The Committee shall require the external auditors to provide to the Committee, and the Committee<br>shall review and discuss with the external auditors, all reports which the external auditors are required to provide to the Committee or the Board under rules, policies or practices of professional or regulatory bodies applicable to the external<br>auditors, and any other reports which the Committee may require. Such reports shall include:
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a)	a description of the external auditors’ internal quality-control procedures, any material<br>issues raised by the most recent internal quality-control review, or peer review, of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more<br>independent audits carried out by the external auditors, and any steps taken to deal with any such issues; and
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b)	a report describing (i) all critical accounting policies and practices to be used in the<br>annual audit, (ii) all alternative treatments of financial information within
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ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 50

generally accepted accounting principles related to material items that have been discussed with<br>management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors and (iii) other material written communication between the external auditors and management, such as any<br>management letter or schedule of unadjusted differences.
7.	The Committee shall review the performance of the independent auditors, including assessing their<br>effectiveness and quality of service, annually and, every 5 years, perform a comprehensive review of the performance of the independent auditors over multiple years to provide further insight on the audit firm, its independence and application of<br>professional skepticism.
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8.	The Committee is responsible for resolving disagreements between management and the external<br>auditors regarding financial reporting.
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APPOINTMENT AND OVERSIGHT OF INTERNAL AUDITORS

9.	The appointment, terms of engagement, compensation, replacement or dismissal of the internal<br>auditors shall be subject to prior review and approval by the Committee. When the internal audit function is performed by employees of the Company, the Committee may delegate responsibility for approving the employment, term of employment,<br>compensation and termination of employees engaged in such function other than the head of the Company’s internal audit function.
10.	The Committee shall obtain from the internal auditors and shall review summaries of the<br>significant reports to management prepared by the internal auditors, or the actual reports if requested by the Committee, and management’s responses to such reports.
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11.	The Committee shall, as it deems necessary, communicate with the internal auditors with respect<br>to their reports and recommendations, the extent to which prior recommendations have been implemented and any other matters that the internal auditor brings to the attention of the Committee. The head of the internal audit function shall have<br>unrestricted access to the Committee.
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12.	The Committee shall, annually or more frequently as it deems necessary, evaluate the internal<br>auditors including their activities, organizational structure and qualifications and effectiveness.
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OVERSIGHT AND MONITORING OF AUDITS

13.	The Committee shall review with the external auditors, the internal auditors and management the<br>audit function generally, the objectives, staffing, locations, co-ordination, reliance upon management and internal audit and general audit approach and scope of proposed audits of the financial statements of<br>the Company and its subsidiaries, the overall audit plans, the responsibilities of management, the internal auditors and the external auditors, the audit procedures to be used and the timing and estimated budgets of the audits.
14.	The Committee shall meet periodically with the internal auditors to discuss the progress of their<br>activities and any significant findings stemming from internal audits and any difficulties or disputes that arise with management and the adequacy of management’s responses in correcting audit-related deficiencies.
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15.	The Committee shall discuss with the external auditors any difficulties or disputes that arose<br>with management or the internal auditors during the course of the audit and the adequacy of management’s responses in correcting audit-related deficiencies.
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16.	The Committee shall review with management the results of internal and external audits.
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17.	The Committee shall take such other reasonable steps as it may deem necessary to satisfy itself<br>that the audit was conducted in a manner consistent with all applicable legal requirements and auditing standards of applicable professional or regulatory bodies.
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OVERSIGHT AND REVIEW OF ACCOUNTING PRINCIPLES AND PRACTICES

18.	The Committee shall, as it deems necessary, oversee, review and discuss with management, the<br>external auditors and the internal auditors:
a)	the quality, appropriateness and acceptability of the Company’s accounting principles and<br>practices used in its financial reporting, changes in the Company’s accounting principles or practices and the application of particular accounting principles and disclosure practices by management to new transactions or events;
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b)	all significant financial reporting issues and judgments made in connection with the preparation<br>of the financial statements, including the effects of alternative methods within generally accepted accounting principles on the financial statements and any “second opinions” sought by management from an independent auditor with respect<br>to the accounting treatment of a particular item;
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c)	any material change to the Company’s auditing and accounting principles and practices as<br>recommended by management, the external auditors or the internal auditors or which may result from proposed changes to applicable generally accepted accounting principles;
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d)	the effect of regulatory and accounting initiatives on the Company’s financial statements<br>and other financial disclosures;
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e)	any reserves, accruals, provisions, estimates or management programs and policies, including<br>factors that affect asset and liability carrying values and the timing of revenue and expense recognition, that may have a material effect upon the financial statements of the Company;
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f)	the use of special purpose entities and the business purpose and economic effect of off-balance sheet transactions, arrangements, obligations, guarantees
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ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 51

and other relationships of the Company and their impact on the reported financial results of the<br>Company;
g)	any legal matter, claim or contingency that could have a significant impact on the financial<br>statements, the Company’s compliance policies and any material reports, inquiries or other correspondence received from regulators or governmental agencies and the manner in which any such legal matter, claim or contingency has been disclosed<br>in the Company’s financial statements;
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h)	the treatment for financial reporting purposes of any significant transactions which are not a<br>normal part of the Company’s operations;
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i)	the use of any “pro forma” or “adjusted” information not in accordance with<br>generally accepted accounting principles; and
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j)	management’s determination of goodwill impairment, if any, as required by applicable<br>accounting standards.
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19.	The Committee will review and resolve disagreements between management and the external auditors<br>regarding financial reporting or the application of any accounting principles or practices.
---	---

OVERSIGHT AND MONITORING OF INTERNAL CONTROLS

20.	The Committee shall, as it deems necessary, exercise oversight of, review and discuss with<br>management, the external auditors and the internal auditors:
a)	the adequacy and effectiveness of the Company’s internal accounting and financial controls<br>and the recommendations of management, the external auditors and the internal auditors for the improvement of accounting practices and internal controls;
---	---
b)	any material weaknesses in the internal control environment, including with respect to<br>computerized information system controls and security; and
---	---
c)	management’s compliance with the Company’s processes, procedures and internal controls.
---	---

COMMUNICATIONS WITH OTHERS

21.

In accordance with the Company’s Whistleblower Policy, the Committee shall establish and<br>monitor procedures for the receipt and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters and the anonymous submission by employees of concerns regarding questionable accounting or<br>auditing matters and review periodically with management and the internal auditors these procedures and any significant complaints received.

OVERSIGHT AND MONITORING OF THE COMPANY’S FINANCIAL DISCLOSURES

22.	The Committee shall:
a)	review with the external auditors and management and recommend to the Board for approval the<br>audited
---	---
financial statements and the notes and managements’ Discussion and Analysis accompanying such financial statements, the Company’s annual report and any financial information of the<br>Company contained in any prospectus or information circular of the Company; and
---
b)	review with the external auditors and management each set of interim financial statements and the<br>notes and managements’ Discussion and Analysis accompanying such financial statements and any other disclosure documents or regulatory filings of the Company containing or accompanying financial information of the Company.
---	---
Such reviews shall be conducted prior to the release of any summary of the financial results or<br>the filing of such reports with applicable regulators.
---
23.	Prior to their distribution, the Committee shall discuss earnings press releases, as well as<br>financial information and earnings guidance provided to analysts and ratings agencies, it being understood that such discussions may, in the discretion of the Committee, be done generally (i.e., by discussing the types of information to be disclosed<br>and the type of presentation to be made) and that the Committee need not discuss in advance each earnings release or each instance in which the Company gives earning guidance.
---	---
24.	The Committee shall review the disclosure with respect to its<br>pre-approval of audit and non-audit services provided by the external auditors.
---	---

OVERSIGHT OF FINANCE MATTERS

25.	Appointments of the key financial executives involved in the financial reporting process of the<br>Company, including the Chief Financial Officer, shall require the prior review of the Committee.
26.	The Committee shall receive and review:
---	---
a)	periodic reports on compliance with requirements regarding statutory deductions and remittances;
---	---
b)	material policies and practices of the Company respecting cash management and material financing<br>strategies or policies or proposed financing arrangements and objectives of the Company; and
---	---
c)	material tax policies and tax planning initiatives, tax payments and reporting and any pending<br>tax audits or assessments.
---	---
27.	The Committee shall meet periodically with management to review and discuss the Company’s<br>major financial risk exposures and the policy steps management has taken to monitor and control such exposures, including the use of financial derivatives and hedging activities.
---	---
28.	The Committee shall receive and review the financial statements and other financial information<br>of material subsidiaries of the Company and any auditor recommendations concerning such subsidiaries.
---	---

ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 52

29.	The Committee shall meet with management to review the process and systems in place for ensuring<br>the reliability of public disclosure documents that contain audited and unaudited financial information and their effectiveness.

RISK OVERSIGHT AND COMPLIANCE

30.	Assess risk tolerance of the Company, management’s program of risk assessment and steps<br>taken to address significant risks or exposures, including insurance coverage, and obtain the external auditors’ opinion of management’s assessment of significant financial risks facing the Company and how effectively such risks are being<br>managed or controlled.
31.	Review management’s practices and policies with respect to protection of the security of<br>computer systems and applications, and the contingency plans for processing financial information in the event of a systems breakdown.
---	---
32.	Obtain regular updates from management and others, including internal and external auditors and<br>legal counsel, concerning the Company’s compliance with financial related laws and regulations such as tax and financial reporting laws and regulations and legal withholding requirements.
---	---
33.	Review the findings of any examination by regulatory agencies.
---	---

COMMITTEE REPORTING

34.	If required by applicable laws or regulations or stock exchange requirements, the Committee shall<br>prepare, review and approve a report to shareholders and others (the “Report”). In the Report, the Committee shall state whether it has:
a)	reviewed and discussed the audited financial statements with management, the external auditors<br>and the internal auditors;
---	---
b)	received from the external auditors all reports and disclosures required under legal, listing and<br>regulatory requirements and this Charter and have discussed such reports with the external auditors, including reports with respect to the independence of the external auditors; and
---	---
c)	based on the reviews and discussions referred to in clauses (a) and (b) above, recommended<br>to the Board that the audited financial statements be included in the Company’s annual report.
---	---

ADDITIONAL RESPONSIBILITIES

35.	The Committee shall review and make recommendations to the Board concerning the financial<br>structure, condition and strategy of the Company and its subsidiaries, including with respect to annual budgets, long-term financial plans, corporate borrowings, investments, capital expenditures, long-term commitments and the issuance and/or<br>repurchase of stock.
36.	The Committee shall review and/or approve any other matter specifically delegated to the<br>Committee by the Board and undertake on behalf of the Board such other activities as may be necessary or desirable to assist the
---	---
Board in fulfilling its oversight responsibilities with respect to financial reporting.
---

The Charter

The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. The performance of the Committee shall be evaluated with reference to this Charter annually.

The Committee shall ensure that this Charter is disclosed on the Company’s website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements in the annual proxy circular or annual report of the Company.

DATED November 1, 2018.

ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 53

EX-99.2

Exhibit 99.2

LOGO

Form of Proxy I/We, being holder(s) of Class A subordinate voting shares of Alithya Group inc. (the “Company”), hereby appoint: Pierre Turcotte, Chair of the Board, or failing him, Paul Raymond, President and Chief Executive Officer, or: _____________________________________________________________________________________________ Print the name of the person you wish to appoint if this person is someone other than the persons listed above as my/our proxyholder to attend, act and vote on my/our behalf in accordance with the below instructions (or if no instructions are given, as he or she sees fit) on all the following matters and any other matter that may properly come before the annual general meeting of shareholders of the Company to be held at 10:00 a.m. (Eastern Daylight Time) on Wednesday, September 16, 2020, in a virtual-only format via a live audio webcast online at https://web.lumiagm.com/485893784 (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the I/we attended it, with full power of substitution. IMPORTANT NOTES FOR PROXYHOLDERS: If you decide to appoint a person other than the two directors named by management on this form of proxy as your proxyholder to attend and vote on your behalf at the Meeting, YOU MUST return your form of proxy by mail, fax or email or submit your appointment and voting instructions using the Internet AND call or have your proxyholder call AST at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 to register your proxyholder by providing an email address at which AST will send a proxyholder control number 24 to 48 hours before the Meeting. As it is not possible to appoint someone other than the two directors named by management on this form of proxy by telephone, voting by telephone is not recommended. The proxyholder control number your proxyholder will receive will allow your proxyholder to log in to and vote at the Meeting. Without a proxyholder control number, your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote or ask questions at the Meeting and your vote will not be counted as your proxyholder must attend the Meeting for your vote to be counted. The control number appearing on this form of proxy is NOT a proxyholder control number and may therefore not be used by your proxyholder to attend and vote at the Meeting. CARY, NC 2 VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen. 1. Election of Directors: FOR WITHHOLD FOR WITHHOLD 1. Dana Ades-Landy 6. James B. Renacci ï±ï± ï±ï± 555. 2. Robert Comeau 7. Ghyslain Rivard 3. Fredrick DiSanto 8. C. Lee Thomas Lucie Martel Pierre Turcotte 4. 9. 5. Paul Raymond 2. Appointment of Auditors: FOR WITHHOLD To appoint Raymond Chabot Grant Thornton LLP as auditors of the Company and authorize the Board to fix their remuneration. Under Canadian securities laws, you are entitled to receive certain financial documents of the Company. If you wish to receive such documents, please tick the applicable boxes below. You may also go to AST Trust Company (Canada)’s website at https://ca.astfinancial.com/InvestorServices/Financial- Statements?lang=en and input code 0417a. I/We would like to receive the Company’s quarterly financial statements and the related management’s discussion and analysis ☐ I/We would like to receive the Company’s annual financial statements and the related management’s discussion and analysis I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted as recommended by management or, if you appoint someone else as your proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize my/our proxyholder to vote as such proxyholder sees fit. _______________________________________________________ ____________________________________________________ Signature(s) Date Please see reverse for instructions. If this form of proxy is not dated, it will be deemed to bear the date on which it was mailed by management. All proxies must be received by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020.

LOGO

Form of Proxy – Annual General Meeting of Shareholders of Alithya Group inc. (the “Company”) to be held at 10:00 a.m. (Eastern Daylight Time) on September 16, 2020 (the “Meeting”) This form of proxy is solicited by and on behalf of management. Notes 1. Every shareholder has the right to appoint the person of his/her/its choice, who need not be a shareholder, to attend and act on his/her/its behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person other than the persons named by management whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). If you appoint someone other than the persons named by management, you should ensure that such person attends the Meeting using a proxyholder control number at the time of the Meeting, otherwise, your vote will not be counted. 2. If the shares are registered in the name of more than one shareholder, at least one of the shareholders must sign. If the shares are registered in the name of a corporation or other legal entity, an authorized officer or attorney must sign and indicate his or her signing capacity. This person may be requested to provide proof that he or she is authorized to sign. 3. The shares’ voting rights represented by this proxy will be voted as instructed by the shareholder on the reverse. If, however, instructions are not made in respect of any matter, the shares’ voting rights represented by this proxy will be voted as recommended by management, if the persons named by management are appointed as proxyholder, or, if they are not, as such other proxyholder sees fit. 4. This form of proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly be brought at the Meeting or any adjournment or postponement thereof. 5. This form of proxy should be read in conjunction with the management information circular and other Meeting materials. All proxies must be received by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020. How to Vote VOTE USING THE INTERNET OR BY TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK! INTERNET TELEPHONE Go to www.astvotemyproxy.com Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada Cast your vote online and the United States) and follow the voice instructions View Meeting documents To vote using your smartphone, please scan this QR Code: To vote by internet or telephone you will need your control number. If you vote by internet or telephone, DO NOT return this form of proxy. MAIL, FAX or EMAIL Complete and return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1 You may alternatively fax your form of proxy to 1-866-781-3111 (toll free in Canada and the United States) or +1-416-368-2502 or scan and email your form of proxy to proxyvote@astfinancial.com. If you wish to receive documents from the Company electronically in the future, please visit https://ca.astfinancial.com/InvestorServices/edelivery?lang=en to enroll. Voting by internet, mail, fax or email are the only methods by which a shareholder may appoint a person other than the persons named by management as their proxyholders.

LOGO

Form of Proxy I/We, being holder(s) of Class B multiple voting shares of Alithya Group inc. (the “Company”), hereby appoint: Pierre Turcotte, Chair of the Board, or failing him, Paul Raymond, President and Chief Executive Officer, or: _____________________________________________________________________________________________ Print the name of the person you wish to appoint if this person is someone other than the persons listed above as my/our proxyholder to attend, act and vote on my/our behalf in accordance with the below instructions (or if no instructions are given, as he or she sees fit) on all of the following matters and any other matter that may properly come before the annual general meeting of shareholders of the Company to be held at 10:00 a.m. (Eastern Daylight Time) on Wednesday, September 16, 2020, in a virtual-only format via a live audio webcast online at https://web.lumiagm.com/485893784 (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if I/we attended it, with full power of substitution. IMPORTANT NOTES FOR PROXYHOLDERS: If you decide to appoint a person other than the two directors named by management on this form of proxy as your proxyholder to attend and vote on your behalf at the Meeting, YOU MUST return your form of proxy by mail, fax or email or submit your appointment and voting instructions using the Internet AND call or have your proxyholder call AST at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 (other countries) by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 to register your proxyholder by providing an email address at which AST will send a proxyholder control number 24 to 48 hours before the Meeting. As it is not possible to appoint someone other than the two directors named by management on this form of proxy by telephone, voting by telephone is not recommended. The proxyholder control number your proxyholder will receive will allow your proxyholder to log in to and vote at the Meeting. Without a proxyholder control number, your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote or ask questions at the Meeting and your vote will not be counted as your proxyholder must attend the Meeting for your vote to be counted. The control number appearing on this form of proxy is NOT a proxyholder control number and may therefore not be used by your proxyholder to attend and vote at the Meeting. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen. 1. Election of Directors: FOR WITHHOLD FOR WITHHOLD 1. Dana Ades-Landy 6. James B. Renacci ï±ï± ï±ï± 555. 2. Robert Comeau 7. Ghyslain Rivard 3. Fredrick DiSanto 8. C. Lee Thomas 4. Lucie Martel 9. Pierre Turcotte 5. Paul Raymond 2. Appointment of Auditors: FOR WITHHOLD To appoint Raymond Chabot Grant Thornton LLP as auditors of the Company and authorize the Board to fix their remuneration. Under Canadian securities laws, you are entitled to receive certain financial documents of the Company. If you wish to receive such documents, please tick the applicable boxes below. You may also go to AST Trust Company (Canada)’s website at https://ca.astfinancial.com/InvestorServices/Financial- Statements?lang=en and input code 0417a. I/we would like to receive the Company’s quarterly financial statements and the related management’s discussion and analysis ☐ I/we would like to receive the Company’s annual financial statements and the related management’s discussion and analysis I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted as recommended by management or, if you appoint someone else as your proxyholder, as such other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize my/our proxyholder to vote as such proxyholder sees fit. _______________________________________________________ ____________________________________________________ Signature(s) Date Please see reverse for instructions. If this form of proxy is not dated, it will be deemed to bear the date on which it was mailed by management. All proxies must be received by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020.

LOGO

Form of Proxy – Annual General Meeting of Shareholders of Alithya Group inc. (the “Company”) to be held at 10:00 a.m. (Eastern Daylight Time) on September 16, 2020 (the “Meeting”) This form of proxy is solicited by and on behalf of management. Notes 1. Every shareholder has the right to appoint the person of his/her/its choice, who need not be a shareholder, to attend and act on his/her/its behalf at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person other than the persons named by management whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). If you appoint someone other than the persons named by management, you should ensure that such person attends the Meeting using a proxyholder control number at the time of the Meeting, otherwise, your vote will not be counted. 2. If the shares are registered in the name of more than one shareholder, at least one of the shareholders must sign. If the shares are registered in the name of a corporation or other legal entity, an authorized officer or attorney must sign and indicate his or her signing capacity. This person may be requested to provide proof that he or she is authorized to sign. 3. The shares’ voting rights represented by this proxy will be voted as instructed by the shareholder on the reverse. If, however, instructions are not made in respect of any matter, the shares’ voting rights represented by this proxy will be voted as recommended by management, if the persons named by management are appointed as proxyholder, or, if they are not, as such other proxyholder sees fit. 4. This form of proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly be brought at the Meeting or any adjournment or postponement thereof. 5. This form of proxy should be read in conjunction with the management information circular and the other relevant Meeting materials. All proxies must be received by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020. How to Vote VOTE USING THE INTERNET OR BY TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK! INTERNET TELEPHONE Go to www.astvotemyproxy.com Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada Cast your vote online and the United States) and follow the voice instructions View Meeting documents To vote using your smartphone, please scan this QR Code: To vote by internet or telephone you will need your control number. If you vote by internet or telephone, DO NOT return this form of proxy. MAIL, FAX or EMAIL Complete and return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1 You may alternatively fax your form of proxy to 1-866-781-3111 (toll free in Canada and the United States) or +1-416-368-2502 or scan and email your form of proxy to proxyvote@astfinancial.com. If you wish to receive documents from the Company electronically in the future, please visit https://ca.astfinancial.com/InvestorServices/edelivery?lang=en to enroll. Voting by internet, mail, fax or email are the only methods by which a shareholder may appoint a person other than the persons named by management as their proxyholder.

LOGO

Voting Instruction Form I/We, being holder(s) of Class A subordinate voting shares of Alithya Group inc. (the “Company”), hereby appoint: Pierre Turcotte, Chair of the Board, or failing him, Paul Raymond, President and Chief Executive Officer, or ___________________________________________________________________________________________________________ To attend the meeting or to appoint someone to attend it on your behalf, please print your name or the name of such other person here as my/our proxyholder to attend, act and vote on my/our behalf in accordance with the below instructions (or if no instructions are given, as he or she sees fit) on all the following matters and any other matter that may properly come before the annual general meeting of shareholders of the Company to be held at 10:00 a.m. (Eastern Daylight Time) on Wednesday, September 16, 2020, in a virtual-only format via live webcast online at https://web.lumiagm.com/485893784 (the “Meeting”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if I/we attended it, with full power of substitution. IMPORTANT NOTES FOR SHAREHOLDERS WHO WISH TO ATTEND THE MEETING OR WHO APPOINT SOMEONE OTHER THAN THE PERSONS NAMED BY MANAGEMENT AS THEIR PROXYHOLDER: If you wish to attend the Meeting, you MUST appoint yourself as your proxyholder. If you decide to appoint yourself or someone other than the two directors named by management on this voting instruction form as your proxyholder to attend and vote at the Meeting, YOU MUST return your voting instruction form by mail, fax or email or submit your appointment and voting instructions using the Internet AND call or have your proxyholder call AST at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 to register your proxyholder by providing an email address at which AST will send a proxyholder control number 24 to 48 hours before the Meeting. As it is not possible to appoint someone other than the two directors named by management on this form of proxy by telephone, voting by telephone is not recommended. The proxyholder control number you or your proxyholder will receive will allow you or your proxyholder to attend and vote at the Meeting. Without a proxyholder control number, you or your proxyholder will only be able to attend the Meeting as a guest and will not be able to vote or ask questions and your vote will not be counted as a proxyholder must attend the Meeting for your vote to be counted. The control number appearing on this voting instruction form is NOT a proxyholder control number and may therefore not be used by you or your proxyholder to attend and vote at the Meeting. 2 VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen. 1. Election of Directors: FOR WITHHOLD FOR WITHHOLD 1. Dana Ades-Landy 6. James B. Renacci ï±ï± ï±ï± 555. 2. Robert Comeau 7. Ghyslain Rivard 3. Fredrick DiSanto 8. C. Lee Thomas Martel 9. Pierre Turcotte 4. Lucie 5. Paul Raymond .CARY, N 2. Appointment of Auditors: 3. C 2 To appoint Raymond Chabot Grant Thornton LLP as auditors of the Company and authorize FOR C WITHHOLD C the Board to fix their remuneration. C C Under Canadian securities laws, you are entitled to receive certain financial documents of the Company. If you wish to receive such documents, please tick the applicable boxes below. You may also go to AST Trust Company (Canada)’s website at https://ca.astfinancial.com/InvestorServices/Financial-Statements?lang=en and input code 0417a. I/We would like to receive the Company’s quarterly financial statements and the related management’s discussion and analysis I/We would like to receive the Company’s annual financial statements and the related management’s discussion and analysis I/We hereby authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Meeting. If no voting instructions are indicated above, this proxy will be voted as recommended by management or, if you appoint someone else as your proxyholder, as such other person sees fit. On any amendments or variations proposed or any new business properly submitted at the Meeting, I/We authorize my/our proxyholder to vote as such proxyholder sees fit. _______________________________________________________ ____________________________________________________ Signature(s) Date Please see reverse for instructions. If this VIF is not dated, it will be deemed to bear the date on which it was mailed by management. All voting instructions must be received by AST Trust Company (Canada) by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020.

LOGO

Voting Instruction Form (“VIF”) – Annual General Meeting of Shareholders of Alithya Group inc. (the “Company”) to be held at 10:00 a.m. (Eastern Daylight Time) on September 16, 2020 (the “Meeting”) This voting instruction form is solicited by and on behalf of management. Notes 1. The enclosed proxy-related materials are being sent to you in connection with the Meeting of the Company, of which you hold shares through the intermediary identified above, and which will be held in a virtual-only format via live webcast online at https://web.lumiagm.com/485893784. As you are a non-registered shareholder, unless you vote by appointing the persons named by management on this voting instruction form as your proxyholder, you must appoint yourself or someone else as your proxyholder and attend or have such other person attend the Meeting using a proxyholder control number for your vote to be counted. 2. Your intermediary is prohibited from voting your shares on any of the matters to be acted upon at the Meeting. In order for your shares to be voted at the Meeting, it is necessary for you to appoint a proxyholder and submit your voting instructions. Please promptly complete and return the information requested in this VIF to provide your voting instructions to AST or vote using the Internet or by telephone as indicated below. 3. If you want to attend the Meeting and vote in person, please write your name in the place provided for that purpose on this VIF. You can also write the name of someone else whom you wish to attend the Meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to vote on all matters that are presented at the Meeting, even if those matters are not set out in this VIF or in the management information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. 4. If the shares are registered in the name of more than one shareholder, at least one of the shareholders must sign. If the shares are registered in the name of a corporation or other legal entity, an authorized officer or attorney must sign and indicate his or her signing capacity. This person may be requested to provide proof that he or she is authorized to sign. 5. The shares’ voting rights represented by this VIF will be voted as instructed by you on the reverse. If, however, instructions are not made in respect of any matter, the shares’ voting rights represented by this VIF will be voted as recommended by management, if the persons named by management are appointed as your proxyholder, or, if they are not, as such other proxyholder sees fit. 6. This VIF confers discretionary authority to the proxyholder to vote as the proxyholder sees fit in respect of amendments or variations to matters identified in the Notice of Meeting or other matters as may properly come before the meeting or any adjournment thereof. 7. Your voting instructions will be recorded on receipt of your VIF. 8. By providing voting instructions, you are acknowledging that you are the beneficial owner of, and are entitled to direct the voting of the shares represented by this VIF. 9. If you have any questions regarding the enclosed documents or require help, please contact the registered representative at your intermediary who services your account or AST Trust Company (Canada) at 1-800-387-0825 or by email at inquiries@astfinancial.com. 10. This form of proxy should be read in conjunction with the management information circular and other Meeting materials. All VIFs must be received by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020. How to Vote VOTE USING THE INTERNET OR BY TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK! INTERNET TELEPHONE Go to www.astvotemyproxy.com Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada and the Cast your vote online United States) and follow the voice instructions View Meeting documents To vote using your smartphone, please scan this QR Code: To vote by internet or telephone you will need your control number. If you vote by internet or telephone, DO NOT return this VIF. MAIL, FAX or EMAIL Complete and return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1 You may alternatively fax your VIF to 1-866-781-3111 (toll free in Canada and the United States) or +1-416-368-2502 or scan and email it to proxyvote@astfinancial.com. Voting by internet, mail, fax or email are the only methods by which a holder may appoint a person as proxyholder other than the proxyholders named on the reverse of this voting instruction form.

EX-99.3

Exhibit 99.3

Noticeof Annual General Meeting of Shareholders and of Availability of Proxy Materials
Notice is hereby given that the<br>annual general meeting of shareholders (the “Meeting”) of Alithya Group inc. (the “Company”) will be held as a virtual meeting on Wednesday, September 16, 2020 at 10:00 a.m. (Eastern Daylight Time) for the purposes of:
	ITEMS OF BUSINESS		FOR MORE DETAILS, PLEASE REFER TO
	1	Receiving the audited consolidated financial statements of the Company for the fiscal year ended<br>March 31, 2020 and the auditor’s report thereon (the “Annual Financial Statements”);	Section entitled “Business of the Meeting – Financial Statements” of the management information circular dated<br>July 22, 2020 (the “Information Circular”).
	2	Electing the directors of the Company;	Sections entitled “Business of the Meeting – Election of Directors” and “Nominees for Election to the Board” of<br>the Information Circular.
	3	Appointing the auditors for the year ending March 31, 2021 and authorizing the Board of<br>Directors to fix their remuneration; and	Section entitled “Business of the Meeting – Appointment of Auditors” of the Information Circular.
	4	Considering such other business<br>that may properly come before the Meeting or any adjournment or postponement thereof.	Section entitled “Business of the Meeting – Other Business”<br>of the Information Circular.
The Information Circular provides additional information relating to the matters to<br>be dealt with at the Meeting and forms an integral part of this notice. The Board of Directors has fixed July 22, 2020 as the record date for the determination of the shareholders entitled to receive notice of the Meeting and vote at the<br>Meeting. Out of concern for the safety of the Company’s shareholders, employees, directors and other Meeting attendees in light of the COVID-19 pandemic, in line with public authorityrecommendations, the Company will be holding the Meeting virtually via a live audio webcast online at https://web.lumiagm.com/485893784, where all shareholders regardless of geographic location will have an equalopportunity to participate and vote.<br> <br><br><br><br>Notice-and-Access<br> <br><br> <br>As permitted<br>under Canadian securities rules, management is using “Notice-and-Access” to deliver the Information Circular prepared in connection with the Meeting and the<br>Annual Financial Statements to both registered and non-registered shareholders. This means that instead of mailing paper copies of the Information Circular and the Annual Financial Statements, these are posted<br>online for the Company’s shareholders to access them, which reduces mailing and printing costs, and is more environmentally friendly. Shareholders will therefore receive by mail (i) this notice, which explains how to access the Information<br>Circular and the Annual Financial Statements electronically, and request paper copies, and how to vote and/or attend the Meeting, (ii) a form of proxy (for registered shareholders) or a voting instruction form (“VIF”) (for non-registered shareholders), with instructions on how to vote, and (iii) an additional document explaining how to attend and vote at the Meeting (the “Virtual Meeting User Guide”). Shareholders who<br>have signed up for electronic delivery of Meeting materials will, however, receive them by email.			How to Access the Information Circular and Annual Financial Statements<br><br><br><br> <br>The Information Circular and Annual Financial Statements and other<br>meeting materials are available on our website at investors.alithya.com, on the website of our transfer agent, AST Trust Company (Canada) (“AST”), at www.meetingdocuments.com/astca/ALYA, as well as on SEDAR at www.sedar.com and on EDGAR at<br>www.sec.gov.<br> <br><br> <br>How to Request Paper Copies<br> <br><br> <br>Shareholders may request<br>paper copies of the Information Circular and Annual Financial Statements at no cost.<br> <br><br><br><br>Before the Meeting, shareholders may request paper copies on the website of AST at<br>www.meetingdocuments.com/astca/ALYA or by contacting AST at 1-888-433-6443<br>(toll free in Canada and the U.S.) or 1-416-682-3801. The Information Circular and/or Annual Financial Statements, as applicable,<br>will be sent within three business days of receipt of the request. To receive a paper copy of the Information Circular prior to the 10:00 a.m. (Eastern Daylight Time) voting deadline on September 14, 2020, requests must be received by no later<br>than 10:00 a.m. (Eastern Daylight Time) on September 2, 2020. Shareholders who request paper copies of these documents will not receive a new form of proxy or VIF, and should therefore keep the form sent to them in order to vote theirshares.<br> <br><br> <br>After the Meeting, requests for paper copies may be<br>made by email at investorrelations@alithya.com, by mail at Investor Relations, Alithya Group inc., 1100 Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, H3B 3A5, or by phone at 1-844-985-5552. Paper copies of the documents will be sent within ten business days of receipt of the request.
How to Vote<br> <br><br><br><br>Shareholders may vote prior to the Meeting or at the Meeting. It is, however, recommended that shareholders vote prior to the Meeting using all forms of<br>proxy or VIFs received even if they intend to attend the Meeting. Shareholders should read the Information Circular and other Meeting materials before voting and refer to the instructions on their form of proxy or VIF and in the InformationCircular for details on how to vote. Voting instructions must be received by the 10:00 a.m. (Eastern Daylight Time) voting deadline on September 14, 2020 (or if the Meeting is adjourned or postponed, by 10:00 a.m. (Eastern Daylight Time) on<br>the business day prior to the day fixed for the adjourned or postponed meeting).<br> <br><br> <br>How to Attend the Meeting<br> <br><br> <br>The Meeting will be held<br>virtually via a live audio webcast online at https://web.lumiagm.com/485893784 and will be open to all shareholders as well as to the general public, except that only registered shareholders and duly appointed and<br>registered proxyholders will have the opportunity to vote and ask questions. The process to attend the Meeting is different for registered shareholders and non-registered shareholders. Please refer to the<br>information contained in this notice, the Information Circular and the Virtual Meeting User Guide. It is recommended to undertake all required steps at least one week before the Meeting and to join the Meeting at least 15 minutes before it beginsto avoid missing the beginning due to technical difficulties.<br> <br><br> <br>REGISTERED SHAREHOLDERS<br> <br><br> <br>Shareholders who received a<br>form entitled “Form of Proxy” or an email directed to registered shareholders from AST are registered shareholders. To attend the Meeting, registered shareholders may visit https://web.lumiagm.com/485893784on the day of the Meeting, select the option “Shareholders” and enter the 13-digit control number that appears on their form of proxy or in the email they received, as their control number, and<br>“ALYA2020” (case sensitive) as their password.<br> <br><br><br><br>Registered shareholders who appointed someone other than the persons named by management as their proxyholder to represent them at the Meeting must, after<br>having submitted their proxy, either contact or have their proxyholder contact AST by phone at 1-866-751-6315 (toll free in<br>Canada and the U.S.) or 1-212-235-5754 by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 to register<br>them by providing an email address at which AST will send a 13-digit proxyholder control number 24 to 48 hours before the Meeting.<br><br><br><br> <br>NON-REGISTERED<br>SHAREHOLDERS<br> <br><br> <br>Shareholders who received a form entitled “Voting<br>Instruction Form” from AST or their intermediary or an email requesting voting instructions from their intermediary and shareholders who participate in the Company’s Employee Share Purchase Plan (“ESPP Participants”) are non-registered shareholders. Non-registered shareholders are shareholders whose shares are registered in the name of their intermediary (such as a securities broker or a<br>financial institution) which holds them on their behalf. Because the Company and AST do not typically have a record of such shareholders, and, as a result, of their	entitlement to vote, non-registered shareholders who wish to vote and ask questions at the Meeting orappoint someone else to do so must follow the following two steps:<br> <br><br> <br>Step 1: Submit their voting instructions and appoint themselves or someone else as their proxyholder by mail, internet, fax or email by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 or such<br>earlier deadline their intermediary may fix. Voting by phone is not recommended as it is not possible to appoint someone other than the persons named by management by phone.<br><br><br><br> <br>Important Note: U.S.<br>non-registered shareholders who are not ESPP Participants may not appoint someone other than the persons named by management and must contact their intermediary to obtain a legal proxy form to appoint<br>themselves or someone else as their proxyholder. Legal proxy forms must be received by AST by no later than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020.<br><br><br><br> <br>Step 2: Once their voting instructions or<br>legal proxy form has been submitted, non-registered shareholders or their proxyholder must contact AST by phone at 1-866-751-6315 (toll free in Canada and the U.S.) or 1-212-235-5754 by no later<br>than 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 to register by providing an email address at which AST will send a 13-digit proxyholder control number 24 to 48 hours before the Meeting.<br> <br><br> <br>Once these steps are completed and a proxyholder control<br>number has been received, non-registered shareholders or their proxyholder will be able to attend the Meeting at https://web.lumiagm.com/485893784 ** by selecting the option<br>“Shareholders” and entering their proxyholder control number as their control number and “ALYA2020” (case sensitive) as their password. Without a proxyholder control number, non-registered<br>shareholders and their proxyholders will only be able to attend the Meeting by selecting the option “Guests”, which will not entitle them to vote or ask questions. Non-registered shareholders whodo not complete the above two steps by 10:00 a.m. (Eastern Daylight Time) on September 14, 2020 will not be able to obtain a proxyholder control number. The control number appearing on their VIF is NOT a proxyholder control numberand may therefore not be used to attend the Meeting.<br> <br><br><br><br>Questions<br> <br><br><br><br>For questions about “Notice-and-Access” or for assistance to<br>vote, shareholders may contact AST by phone at 1-800-387-0825 or by email at<br>inquiries@astfinancial.com or Broadridge Financial Solutions, Inc. at 1-855-887-2244, as<br>applicable.<br> <br><br> <br>Montréal, Québec<br><br><br>July 22, 2020<br> <br><br> <br>By<br>Order of the Board of Directors,<br> <br><br> <br><br><br><br><br><br> <br><br> <br>Nathalie Forcier**<br><br><br>Chief Legal Officer and Corporate Secretary
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EX-99.4

Exhibit 99. 4

LOGO

Virtual Meeting User Guide This year, the annual general meeting of shareholders (the Getting Ready Before the Meeting “Meeting”) of Alithya Group inc. (the “Company”) will be held Please verify that the browser on the device you will be using to virtually, giving you the opportunity to attend the Meeting online attend the Meeting is compatible. You will need the latest using a smartphone, tablet or computer. You will be able to view version of Chrome, Safari, Edge or Firefox. Using Internet a live audio webcast of the Meeting, ask questions and submit Explorer is not recommended as it is no longer supported and your votes in real time. may not function properly. The Meeting will be open to all shareholders as well as to the Gather the information you need to log in to the Meeting: general public, except that only registered shareholders and duly appointed and registered proxyholders will have the • Meeting ID: 485-893-784 opportunity to vote and ask questions. • Password: ALYA2020 (case sensitive) Important Notice for Non-Registered • Control number: Shareholders Non-registered shareholders are shareholders whose shares are Registered Shareholders : The 13-digit control number registered in the records of the Company in the name of their appearing on your form of proxy or in the email directed intermediary (such as a securities broker or a financial to registered shareholders that AST Trust Company institution) which holds them on their behalf. Employees who (Canada) (“AST”) sent you, if you signed up for electronic participate to the Company’s Employee Share Purchase Plan are delivery of all Meeting materials. non-registered shareholders. Non-Registered Shareholders and Proxyholders: The Non-registered shareholders who have not duly appointed and 13-digit proxyholder control number AST sent by email registered themselves as proxyholder will not be able to 24 to 48 hours before the Meeting. Shareholders who participate at the Meeting as shareholders. appointed themselves or someone other than the persons named by management as their proxyholder must contact If you are a non-registered shareholder and wish to attend and AST by phone at 1-866-751-6315 (toll free in Canada and vote at the Meeting, you should carefully follow the instructions the U.S.) or 1-212-235-5754 by the 10:00 a.m. (Eastern set out on your voting information form and in the notice of Daylight Time) voting deadline on September 14, 2020 to meeting and management information circular relating to the register themselves or their proxyholder by providing AST Meeting, in order to appoint yourself as your proxyholder, with an email address to which AST will send a proxyholder otherwise you will be required to log in as a guest and will be control number. Failure to do so will result in them not unable to vote and ask questions at the Meeting. being able to attend and vote at the Meeting. How to Log In Visit https://web.lumiagm.com/485893784 in a web If you have a control number, to log in, enter your control browser (not a Google search) on your smartphone, tablet number in the field “Control Number” and “ALYA2020” (case or computer. sensitive) in the field “Password” and tap on “Submit”. Once on the log in page of Log in will be permitted the Meeting, if you have a starting at 9:00 a.m. on control number, select the September 16, 2020. option “Shareholders”. If you do not have a control number, select the option “Guests” and fill in the required fields.

LOGO

How to Navigate Once successfully logged in, the home page of the Meeting To view the presentation or to view another screen, tap the will appear showing general information regarding the arrows , , or on your screen. Meeting as well as links to the Meeting documents. Icons will be displayed in different areas, depending on the device you are using. If viewing on a computer, the live audio webcast will appear at the side automatically once the Meeting will have started. How to Vote How to Ask Questions When the Chair of the Meeting declares the poll open: Only registered shareholders and duly appointed and registered proxyholders who logged in with their control • The icon will appear and the proposed resolutions number will be eligible to ask questions. and voting options will be displayed. If you would like to ask a question, select the icon , • To vote, simply select one of the voting options. Your type your question within the text box and tap the send icon. choice will be highlighted and a confirmation will appear to show your vote has been received. There is Confirmation that your message has been received will no button to submit your vote. appear . Notes: Questions can be submitted at any time during the Meeting. • Votes may be changed at any time up to the time the Chair of the Meeting closes the poll. • On some devices, in order to vote, you may need to minimize the audio cast by selecting the arrow . Audio will, however, still be available. To return to the presentation after voting, select the arrow .