Alithya Group inc 6-K, filed Aug 10, 2020
Alithya Group inc (ALYAF)
About this 6-K
Alithya Group inc filed this 6-K on August 10, 2020.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-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 Corporate Secretary |
| Date: August 10, 2020 |
Exhibit 99.1
ALITHYA I Notice of Meeting and of Availability of Materials II
ALITHYA I Notice of Meeting and of Availability of Materials III
ALITHYA I Letter to Shareholders IV
ALITHYA I Table of Contents i
ALITHYA I Management Information Circular 2
ALITHYA I Management Information Circular 3
ALITHYA I Management Information Circular 4
ALITHYA I Management Information Circular 5
ALITHYA I Management Information Circular 6
ALITHYA I Management Information Circular 7
ALITHYA I Management Information Circular 8
ALITHYA I Business of the Meeting 9
ALITHYA I Nominees for Election to the Board 10
ALITHYA I Nominees for Election to the Board 11
ALITHYA I Nominees for Election to the Board 12
ALITHYA I Nominees for Election to the Board 13
ALITHYA I Nominees for Election to the Board 14
ALITHYA I Nominees for Election to the Board 15
ALITHYA I Director Compensation 16
ALITHYA I Director Compensation 17
ALITHYA I Director Compensation 18
ALITHYA I Director Compensation 19
ALITHYA I Statement of Corporate Governance Practices 20
ALITHYA I Statement of Corporate Governance Practices 21
ALITHYA I Statement of Corporate Governance Practices 22
ALITHYA I Statement of Corporate Governance Practices 23
ALITHYA I Statement of Corporate Governance Practices 24
ALITHYA I Statement of Corporate Governance Practices 25
ALITHYA I Statement of Corporate Governance Practices 26
ALITHYA I Statement of Corporate Governance Practices 27
ALITHYA I Statement of Corporate Governance Practices 28
ALITHYA I Statement of Corporate Governance Practices 29
ALITHYA I Compensation Discussion and Analysis 30
ALITHYA I Compensation Discussion and Analysis 31
ALITHYA I Compensation Discussion and Analysis 32
ALITHYA I Compensation Discussion and Analysis 33
ALITHYA I Compensation Discussion and Analysis 34
ALITHYA I Compensation Discussion and Analysis 35
ALITHYA I Compensation Discussion and Analysis 36
ALITHYA I Compensation Discussion and Analysis 37
ALITHYA I Compensation Discussion and Analysis 38
ALITHYA I Compensation Discussion and Analysis 39
ALITHYA I Compensation Discussion and Analysis 40
ALITHYA I Compensation Discussion and Analysis 41
ALITHYA I Other Information 42
ALITHYA I Schedule A | Long-Term Incentive Plan and Share Purchase Plan Description 43
ALITHYA I Schedule A | Long-Term Incentive Plan and Share Purchase Plan Description 44
ALITHYA I Schedule A | Long-Term Incentive Plan and Share Purchase Plan Description 45
ALITHYA I Schedule B | Mandate of the Board 46
ALITHYA I Schedule B | Mandate of the Board 47
ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 48
ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 49
ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 50
ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 51
ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 52
ALITHYA I Schedule C | Mandate of the Audit and Risk Management Committee 53
Exhibit 99.2
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.
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.
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.
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.
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.
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.
Exhibit 99.3
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Notice of Annual General Meeting of Shareholders and of Availability of Proxy Materials | |||||||||
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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:
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ITEMS OF BUSINESS |
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FOR MORE DETAILS, PLEASE REFER TO | |||||||
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Receiving 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”);
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Section entitled “Business of the Meeting – Financial Statements” of the management information circular dated July 22, 2020 (the “Information Circular”).
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Electing the directors of the Company;
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Sections entitled “Business of the Meeting – Election of Directors” and “Nominees for Election to the Board” of the Information Circular.
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Appointing the auditors for the year ending March 31, 2021 and authorizing the Board of Directors to fix their remuneration; and
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Section entitled “Business of the Meeting – Appointment of Auditors” of the Information Circular.
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Considering such other business that may properly come before the Meeting or any adjournment or postponement thereof. |
Section entitled “Business of the Meeting – Other Business” of the Information Circular. | ||||||||
| The Information Circular provides additional information relating to the matters to 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 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 authority recommendations, 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 equal opportunity to participate and vote.
Notice-and-Access
As permitted under Canadian securities rules, management is using “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 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 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 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
The Information Circular and Annual Financial Statements and other 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 www.sec.gov.
How to Request Paper Copies
Shareholders may request paper copies of the Information Circular and Annual Financial Statements at no cost.
Before the Meeting, shareholders may request 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 1-416-682-3801. The Information Circular and/or Annual Financial Statements, as applicable, 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 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 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. Paper copies of the documents will be sent within ten business days of receipt of the request. | |||||||||
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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 VIF and 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 least one 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 shareholders who wish to vote and ask questions at the Meeting or appoint someone else to do so must follow 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 proxyholder control 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,
Nathalie Forcier Chief Legal Officer and Corporate Secretary
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Exhibit 99. 4
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.
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 .