Alithya Group inc 6-K, filed Aug 12, 2021
Alithya Group inc (ALYAF)
About this 6-K
Alithya Group inc filed this 6-K on August 12, 2021.
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 2021
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 12, 2021 | |
Exhibit 99.1
Notice of Annual General and Special Meeting of Shareholders and of Availability of Proxy Materials
Notice is hereby given that the annual general and special meeting of shareholders (the “Meeting”) of Alithya Group inc. (the “Company”) will be held as a virtual meeting on Wednesday, September 15, 2021 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 March 31, 2021 and the auditor’s report thereon (the “Annual Financial Statements”);
|
Section entitled “Business of the Meeting – Financial Statements” of the management information circular dated July 19, 2021 (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 the Information Circular.
| ||
| 3 |
Appointing the auditor for the year ending March 31, 2022 and authorizing the Board of Directors to fix the auditor’s remuneration; |
Section entitled “Business of the Meeting – Appointment of the Auditor” of the Information Circular.
| ||
| 4 |
Considering, and, if deemed advisable, adopting an ordinary resolution to approve the unallocated awards under the Company’s Long Term Incentive Plan, as more fully described in the Information Circular; |
Section entitled “Business of the Meeting – Approval of the Unallocated Awards under the Company’s Long Term Incentive Plan” and Schedule D of the Information Circular.
| ||
| 5 |
Considering, and, if deemed advisable, adopting an ordinary resolution to approve the amendment and restatement of Pre-IPO Alithya’s Stock Option Plan, as more fully described in the Information Circular; and |
Section entitled “Business of the Meeting – Approval of the Amendment and Restatement of Pre-IPO Alithya’s Stock Option Plan” and Schedule E of the Information Circular.
| ||
|
6 |
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. | ||
ALITHYA | Notice of Meeting and of Availability of Materials II
ALITHYA | Notice of Meeting and of Availability of Materials III
ALITHYA | Letter to Shareholders IV
Table of Contents
ALITHYA | Table of Contents i
General Information
NOTICE-AND-ACCESS
ALITHYA | Management Information Circular 2
GENERAL PROXY MATTERS AND VIRTUAL MEETING MATTERS
Who Can Vote
ALITHYA | Management Information Circular 3
ALITHYA | Management Information Circular 4
ALITHYA | Management Information Circular 5
ALITHYA | Management Information Circular 6
ADDITIONAL INFORMATION
Proxy Solicitation
ALITHYA | Management Information Circular 7
Principal Shareholders
As at July 19, 2021, 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 La Capitale Civil Service Insurer Inc. (a subsidiary of Beneva Inc.) (“La Capitale”) and 9429-1143 Québec inc. (a subsidiary of Québecor Media inc.) (“Québecor”) . Their respective holdings are set out in the table that follows.
| SUBORDINATE VOTING SHARES | MULTIPLE VOTING SHARES | |
SUBORDINATE VOTING SHARES AND MULTIPLE VOTING SHARES |
|
VOTING RIGHTS | |||||||||||||||||||||||||||
| (# | ) | (%) | (# | ) | (%) | (# | ) | (%) | (# | ) | (%) | |||||||||||||||||||||
| Paul Raymond |
165,381 | 0.22 | 724,464 | 9.89 | 889,845 | 1.06 | 7,410,021 | 4.95 | ||||||||||||||||||||||||
| Ghyslain Rivard |
- | - | 4,962,819 | 67.78 | 4,962,819 | 5.92 | 49,628,190 | 33.14 | ||||||||||||||||||||||||
| Pierre Turcotte |
145,700 | 0.19 | 1,634,333 | 22.32 | 1,780,033 | 2.12 | 16,489,030 | 11.01 | ||||||||||||||||||||||||
| Group of 3 Sub-Total |
311,081 | 0.41 | 7,321,616 | 100.00 | 7,632,697 | 9.10 | 73,527,241 | 49.10 | ||||||||||||||||||||||||
| La Capitale Civil Service Insurer Inc. |
9,983,276 | 13.04 | - | - | 9,983,276 | 11.90 | 9,983,276 | 6.67 | ||||||||||||||||||||||||
| 9429-1143 Québec inc.(1) |
9,983,276 | 13.04 | - | - | 9,983,276 | 11.90 | 9,983,276 | 6.67 | ||||||||||||||||||||||||
|
Total |
20,277,633 | 26.49 | 7,321,616 | 100.00 | 27,599,249 | 32.90 | 93,493,793 | 62.44 | ||||||||||||||||||||||||
| (1) | 9429-1143 Québec inc. is a wholly-owned subsidiary of Québecor Media inc., which is a subsidiary of Québecor inc., a company controlled by Pierre Karl Péladeau. |
ALITHYA | Management Information Circular 8
ALITHYA | Business of the Meeting 9
ALITHYA | Business of the Meeting 10
ALITHYA | Business of the Meeting 11
ALITHYA | Business of the Meeting 12
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 his or her 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, except for Ms. Mélissa Gilbert and Mr. Pierre Karl Péladeau, who are being proposed for election for the first time at the Meeting. Information relating to Shares and DSUs and, in the case of the executive director, Shares, options and RSUs, beneficially owned by the nominees, or over which they exercise control or direction, is provided as at July 19, 2021.
Here are a few highlights regarding the ten Nominee Directors:
|
70%
INDEPENDENT DIRECTORS
|
30%
WOMEN ON BOARD |
59
YEARS OLD AVERAGE AGE |
100%
AVERAGE BOARD ATTENDANCE(1) |
99.65%
AVERAGE 2020 VOTING RESULTS(1) |
| Dana Ades-Landy, Québec, Canada | Age: 62 | Director since: November 2016 |
|
Last year’s voting results: 99.69% |
| |||||||||||||||
|
|
Ms. Dana Ades-Landy has been part of the Special Loans Group at National Bank of Canada since August 2020 and has more than 25 years of experience as an executive in the banking industry. Ms. Ades-Landy also serves as director and Chair of the Audit Committee of First Lion Holdings Inc., director and Chair of the Audit Committee of Sagen MI Canada Inc., director, Chair of the Governance and Nominating Committee and member of the Audit and of the Human Capital and Compensation Committees of Peak Fintech Group Inc., as well as Treasurer and member of the Executive Committee of the International Women’s Forum (Québec chapter). Ms. Ades-Landy previously served as Chief Executive Officer of the Heart & Stroke Foundation of Canada (Québec), as Regional Vice President, Québec & Eastern Ontario, Commercial Banking at Scotiabank and as Chair of the Financial Women’s Association of Québec. She holds a Bachelor’s degree in microbiology and immunology from McGill University and a Master of Business Administration in Finance and Accounting from Concordia University, and is a member of the Institute of Corporate Directors. |
BOARD/COMMITTEE MEMBERSHIP |
|
ATTENDANCE(2) |
| |||||||||||||||
|
Board |
|
5 of 5 |
|
|
100% |
|
||||||||||||||
|
Audit and Risk Management Committee |
|
4 of 4 |
|
|
100% |
|
||||||||||||||
|
SECURITIES HELD OR CONTROLLED |
| |||||||||||||||||||
|
Subordinate Voting Shares
|
|
|
12,725
|
| ||||||||||||||||
| DSUs(3)
|
|
|
42,420
|
| ||||||||||||||||
|
Value at Risk(4) |
|
|
$197,971 |
| ||||||||||||||||
|
Minimum Share Ownership Requirement(5)
|
|
|
Met (1.2x)
|
| ||||||||||||||||
| Independent |
Yes | |||||||||||||||||||
| Robert Comeau, Québec, Canada | Age: 61 | Director since: May 2018 |
|
Last year’s voting results: 99.66% |
| |||||||||||||||
|
|
Mr. Robert Comeau is a corporate director who serves as lead director of Alithya. Before 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 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 and Chair of the Audit Committee of H2O Innovation Inc. Mr. Comeau is a Chartered Professional Accountant (CPA, CA) and holds a Bachelor’s degree in accounting from HEC Montréal. |
BOARD/COMMITTEE MEMBERSHIP
|
|
ATTENDANCE(2)
|
| |||||||||||||||
| Board
|
|
5 of 5
|
|
|
100%
|
|
||||||||||||||
| Audit and Risk Management Committee (Chair) | 4 of 4 | 100% | ||||||||||||||||||
|
SECURITIES HELD OR CONTROLLED |
| |||||||||||||||||||
|
Subordinate Voting Shares
|
|
|
51,300
|
| ||||||||||||||||
| DSUs(3)
|
|
|
55,480
|
| ||||||||||||||||
|
Value at Risk(4) |
|
|
$383,340 |
| ||||||||||||||||
|
Minimum Share Ownership Requirement(5)
|
|
|
Met (1.6x)
|
| ||||||||||||||||
| Independent |
Yes | |||||||||||||||||||
ALITHYA | Nominees for Election to the Board 13
|
Mélissa Gilbert(6), Québec, Canada |
Age: 42 | Director since: Proposed Nominee(6) |
|
Last year’s voting results:(6) |
| |||||||||||||||||
|
|
Ms. Mélissa Gilbert is the Executive Vice-President and Lead, Finance at Beneva Inc., the resulting company of the La Capitale and SSQ Insurance merger. From December 2018 and until the merger, Ms. Gilbert was the Executive Vice-President, Finance, Corporate Actuarial and Risk Management at La Capitale. Ms. Gilbert previously served as Vice-President and Chief Financial Officer of Optel Group from April 2017 to December 2018, and from January 2014 to April 2017 as Vice-President, Finance & IT of Norda Stelo Inc. Ms. Gilbert received the Prix Relève d’Excellence 2012 award from Réseau HEC, the Arista Jeune cadre du Québec 2015 award from the Jeune Chambre de Commerce de Montréal and was nominated in the emerging financial executive category at the FEI Canada Aces of Finance 2017 competition. Ms. Gilbert is a certified corporate director (CCD) and a fellow chartered professional accountant (FCPA, FCA). |
|
BOARD/COMMITTEE
|
|
ATTENDANCE(2)
|
| ||||||||||||||||
| Board | N/A | N/A | ||||||||||||||||||||
|
|
SECURITIES HELD OR CONTROLLED |
| ||||||||||||||||||||
|
|
Subordinate Voting Shares
|
|
|
N/A
|
| |||||||||||||||||
|
|
DSUs(3)
|
|
|
N/A
|
| |||||||||||||||||
|
|
Value at Risk(4) |
|
|
N/A |
| |||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
N/A
|
| |||||||||||||||||
| Independent |
No(6) | |||||||||||||||||||||
| Lucie Martel, Québec, Canada | Age: 59 | Director since: September 2019 |
|
Last year’s voting results: 99.69% |
| |||||||||||||||||
|
|
Ms. Lucie Martel is the Senior Vice President and Chief Human 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 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 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 the Chair of the Human Resources Committee of the Montreal Heart Institute Foundation. Ms. Martel holds a Bachelor’s degree in industrial relations from Université de Montréal and is a member of the Institute of Corporate Directors. |
|
BOARD/COMMITTEE
|
|
ATTENDANCE(2)
|
| ||||||||||||||||
|
|
Board
|
|
5 of 5
|
|
|
100%
|
|
|||||||||||||||
| |
Human Capital and Compensation Committee (Chair) |
|
4 of 4 |
|
|
100% |
|
|||||||||||||||
|
|
SECURITIES HELD OR CONTROLLED |
| ||||||||||||||||||||
|
|
Subordinate Voting Shares
|
|
|
- |
| |||||||||||||||||
|
|
DSUs(3)
|
|
|
45,528
|
| |||||||||||||||||
|
|
Value at Risk(4) |
|
|
$163,446 |
| |||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
On target
|
| |||||||||||||||||
| Independent |
Yes | |||||||||||||||||||||
|
Pierre Karl Péladeau(7), Québec, Canada |
Age: 59 | Director since: Proposed Nominee(7) |
|
Last year’s voting
results:(7) |
| |||||||||||||||||
|
|
Mr. Pierre Karl Péladeau is the President and Chief Executive Officer of Québecor since 2017 and also became President of Videotron Ltd. on June 4, 2021. In April 2014, he was elected to the National Assembly of Québec, and from May 2015 to May 2016, he was elected as the Parti Québécois’s leader and served as Leader of the Official Opposition in the National Assembly of Québec. Previously, he was the President and Chief Executive Officer of Québecor from 1999 to 2013. Mr. Péladeau has been involved with Québecor since 1985, where he helped build the company through a series of acquisitions, making Québecor a major player in Canada. In 2008, Mr. Péladeau launched “Éléphant: The memory of Québec cinema”, a philanthropic project dedicated to digitizing, restoring and making accessible Québec’s cinematic heritage. In 2005, he received the National Assembly of Québec’s Medal of Honor and was named Chevalier of the Ordre de la Pléiade in 2013. Mr. Péladeau is also the President of the Fondation Chopin-Péladeau, a private family foundation. |
|
BOARD/COMMITTEE
|
|
ATTENDANCE(2)
|
| ||||||||||||||||
| Board | N/A | N/A | ||||||||||||||||||||
|
|
SECURITIES HELD OR CONTROLLED |
| ||||||||||||||||||||
|
|
Subordinate Voting Shares
|
|
|
9,983,276(8)
|
| |||||||||||||||||
|
|
DSUs(3)
|
|
N/A | |||||||||||||||||||
|
|
Value at Risk(4)
|
|
|
$35,839,961(8)
|
| |||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
N/A
|
| |||||||||||||||||
| Independent |
No(7) | |||||||||||||||||||||
ALITHYA | Nominees for Election to the Board 14
| Paul Raymond(9), Québec, Canada |
Age: 57 | Director since: June 2011 |
|
Last year’s voting results: 99.67% |
| |||||||||||||||||
|
|
Mr. Paul Raymond has been the President and Chief Executive Officer of Alithya since April 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., the Québec Technology Association (AQT) and the Chamber of Commerce of Metropolitan Montréal. 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. Mr. Raymond received the 2020 Investissement Québec CEO of the Year Award from the AQT. Mr. Raymond is a computer 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 Information — Principal Shareholders”). |
|
BOARD/COMMITTEE
|
|
ATTENDANCE(2)
|
| ||||||||||||||||
| Board | 5 of 5 | 100% | ||||||||||||||||||||
|
|
SECURITIES HELD OR CONTROLLED |
| ||||||||||||||||||||
|
|
Subordinate Voting Shares
|
|
|
165,381
|
| |||||||||||||||||
|
|
Multiple Voting Shares
|
|
|
724,464
|
| |||||||||||||||||
| Options to purchase Subordinate Voting Shares(10) | 696,617 | |||||||||||||||||||||
|
|
Options to purchase Multiple Voting Shares(10)
|
|
|
810,528
|
| |||||||||||||||||
|
|
Restricted Share Units(11)
|
|
61,437 | |||||||||||||||||||
|
|
Performance Share Units(11)
|
|
115,983 | |||||||||||||||||||
|
|
Value at Risk(4)
|
|
|
$3,415,102
|
| |||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
Met (1.2x)
|
| |||||||||||||||||
| Independent |
No(9) | |||||||||||||||||||||
| James B. Renacci, Ohio, USA |
Age: 62 | Director since: November 2019 |
|
Last year’s voting results: 99.68% |
| |||||||||||||||||
|
|
Mr. James B. Renacci is the Founder and President of LTC Management Services, Inc., a 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, 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 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 Business Administration from Indiana University of Pennsylvania. |
|
BOARD/COMMITTEE
|
|
ATTENDANCE(2)
|
| ||||||||||||||||
| Board | 5 of 5 | 100% | ||||||||||||||||||||
|
|
SECURITIES HELD OR CONTROLLED |
| ||||||||||||||||||||
|
|
Subordinate Voting Shares
|
|
|
95,000
|
| |||||||||||||||||
|
|
DSUs(3)
|
|
|
36,991
|
| |||||||||||||||||
|
|
Value at Risk(4) |
|
|
$473,848 |
| |||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
Met (3.6x)
|
| |||||||||||||||||
| Independent |
Yes | |||||||||||||||||||||
|
Ghyslain Rivard, Québec, Canada |
Age: 61 | Director since: April 1992 |
|
Last year’s voting results: 99.57% |
| |||||||||||||||||
|
|
Mr. Ghyslain Rivard is the founder of Alithya. He acted as Alithya’s President and Chief 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 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 “Additional Information — Principal Shareholders”). |
|
BOARD/COMMITTEE |
|
ATTENDANCE(2) |
| ||||||||||||||||
|
|
Board
|
|
5 of 5
|
|
100% | |||||||||||||||||
|
|
Corporate Governance and Nominating Committee
|
4 of 4 | 100% | |||||||||||||||||||
|
|
Human Capital and Compensation Committee
|
4 of 4 | 100% | |||||||||||||||||||
|
|
SECURITIES HELD OR CONTROLLED |
| ||||||||||||||||||||
|
|
Multiple Voting Shares
|
|
|
4,962,819
|
| |||||||||||||||||
|
|
DSUs(3)
|
|
|
30,178
|
| |||||||||||||||||
|
|
Value at Risk(4)
|
|
|
$17,924,859
|
| |||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
Met (189.5x)
|
| |||||||||||||||||
| Independent |
Yes | |||||||||||||||||||||
ALITHYA | Nominees for Election to the Board 15
| C. Lee Thomas, Ohio, USA
|
Age: 67 | Director since: November 2018
|
|
Last year’s voting results: 99.68% |
| |||||||||||||||||
|
|
Mr. C. Lee Thomas is a corporate director who holds the office of Executive in Residence in the School of Business 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 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 Accountant (CPA) and holds a Bachelor’s degree in accounting from Baldwin Wallace University. |
|
BOARD/COMMITTEE
|
|
ATTENDANCE(2)
|
| ||||||||||||||||
|
|
Board
|
|
5 of 5
|
|
|
100%
|
|
|||||||||||||||
| |
Audit and Risk Management Committee |
4 of 4 | 100% | |||||||||||||||||||
|
|
SECURITIES HELD OR CONTROLLED |
| ||||||||||||||||||||
|
|
Subordinate Voting Shares
|
|
|
51,000
|
| |||||||||||||||||
|
|
DSUs(3)
|
|
|
45,123
|
| |||||||||||||||||
|
|
Value at Risk(4)
|
|
|
$345,082
|
| |||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
Met (2.1x) |
| |||||||||||||||||
| Independent |
Yes | |||||||||||||||||||||
| Pierre Turcotte(12), Québec, Canada |
Age: 62 | Director since: June 2011 |
|
Last year’s voting results: 99.54% |
| |||||||||||||||||
|
|
Mr. Pierre Turcotte is a corporate director and the Chair of the Board of Alithya. Prior to joining Alithya in 2011, he served as Senior Vice-President and General Manager of CGI in Canada, the U.S. and Europe for more than 27 years, as Chair of the Board and Chief Executive Officer of ReadBooks Technologies SAS, as director of Poudre Noire Inc. and as director of Xpertdoc Technologies Inc. Mr. Turcotte serves as director and the Chair of the Human Resources Committee of the Pointe-à-Callières Museum Society and as director of the Nouveau Monde Theater Foundation. He is also an independent member of the IT Committee of McGill University’s Board of Governors. Mr. Turcotte holds a Bachelor’s degree 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 Information — Principal Shareholders”). |
|
BOARD/COMMITTEE
|
|
ATTENDANCE(2) |
| ||||||||||||||||
| Board | 5 of 5 | 100% | ||||||||||||||||||||
|
|
Corporate Governance and |
|
4 of 4 |
|
|
100% |
|
|||||||||||||||
|
|
Human Capital and |
|
4 of 4 |
|
|
100% |
|
|||||||||||||||
| SECURITIES HELD OR CONTROLLED | ||||||||||||||||||||||
|
|
Subordinate Voting Shares |
|
145,700 | |||||||||||||||||||
|
|
Multiple Voting Shares |
|
1,634,333 | |||||||||||||||||||
|
|
DSUs(3) |
|
63,193 | |||||||||||||||||||
|
|
Value at Risk(4) |
|
$6,617,181 | |||||||||||||||||||
|
|
Minimum Share Ownership Requirement(5)
|
|
|
Met (31.6x)
|
| |||||||||||||||||
| Independent |
Yes | |||||||||||||||||||||
ALITHYA | Nominees for Election to the Board 16
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, 2021.
|
NAME OF DIRECTOR |
BOARD(1) | AUDIT AND RISK MANAGEMENT COMMITTEE(1) |
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE(1) |
HUMAN CAPITAL AND COMPENSATION COMMITTEE(1) | ||||||||||||
| Dana Ades-Landy |
5 of 5 | 100% | 4 of 4 | 100% | - | - | - | - | ||||||||
| Robert Comeau |
5 of 5 | 100% | 4 of 4 | 100% | - | - | - | - | ||||||||
| Fredrick DiSanto(2) |
5 of 5 | 100% | - | - | 4 of 4 | 100% | - | - | ||||||||
| Lucie Martel |
5 of 5 | 100% | - | - | - | - | 4 of 4 | 100% | ||||||||
| Paul Raymond |
5 of 5 | 100% | - | - | - | - | - | - | ||||||||
| James B. Renacci |
5 of 5 | 100% | - | - | - | - | - | - | ||||||||
| Ghyslain Rivard |
5 of 5 | 100% | - | - | 4 of 4 | 100% | 4 of 4 | 100% | ||||||||
| C. Lee Thomas |
5 of 5 | 100% | 4 of 4 | 100% | - | - | - | - | ||||||||
| Pierre Turcotte |
5 of 5 | 100% | - | - | 4 of 4 | 100% | 4 of 4 | 100% | ||||||||
| 100% | 100% | 100% | 100% | |||||||||||||
| (1) | The Company by-laws allow directors to participate by any electronic means at Board and committee meetings. |
| (2) | Mr. DiSanto is not standing for re-election on the Board and will therefore cease to act as a director and member of the Corporate Governance and Nominating Committee on September 15, 2021. |
During fiscal 2021, the Board adapted its regularly scheduled routine to stay informed and closely monitor the Company’s response to the ongoing COVID-19 pandemic and its impacts on Alithya’s business and its stakeholders. As such, the Board received frequent special updates from the President and Chief Executive Officer and other members of management to ensure that the Company successfully navigates through this global pandemic. During the fiscal year ended March 31, 2021, the Board held four of such special meetings to which all directors attended.
BOARD SKILLS MATRIX
The following table identifies the competencies of each Nominee Director, together with their gender, age, geographical representation, and tenure at Alithya.
ALITHYA | Nominees for Election to the Board 17
Director Compensation
STRUCTURE OF COMPENSATION
ALITHYA | Director Compensation 18
Long Term Incentive Plan – DSUs
DIRECTOR COMPENSATION TABLE
The table below shows the total compensation earned by each director for the fiscal year ended March 31, 2021.
|
NAME OF DIRECTOR |
TOTAL FEES EARNED ($) |
PAID IN CASH(1)(2) ($) |
PAID IN SHARE-BASED AWARDS(3) ($) |
ALL OTHER COMPENSATION ($) | ||||
| Dana Ades-Landy |
85,000 | 40,625 | 44,375 | - | ||||
| Robert Comeau |
110,000 | 37,500 | 72,500 | - | ||||
| Fredrick DiSanto |
85,000 | - | 85,000 | - | ||||
| Lucie Martel |
110,000 | 37,500 | 72,500 | - | ||||
| James B. Renacci |
75,000 | 10,000 | 65,000 | - | ||||
| Ghyslain Rivard |
95,000 | 60,000 | 35,000 | - | ||||
| C. Lee Thomas |
85,000 | 28,125 | 56,875 | - | ||||
| Pierre Turcotte |
130,000 | 38,000 | 92,000 | - | ||||
| (1) | This column shows the value of the retainer earned by the directors in respect of the fiscal year ended March 31, 2021 payable in cash. |
| (2) | In respect of fiscal 2021, Ms. Ades-Landy received half of her Cash-Based Component in DSUs during the first quarter as she did not meet the Director Share Ownership Requirement, after which she elected to receive all of the Cash-Based Component in cash until the fourth quarter where she elected to receive 25% of her Cash-Based Component in DSUs. Messrs. Comeau and Thomas elected to receive half of their Cash-Based Component in DSUs during fiscal 2021, except for the fourth quarter where Mr. Thomas elected to receive 25% of his Cash-Based Component in DSUs. Ms. Martel and Mr. Rivard elected to receive all of the Cash-Based Component in cash, except that Ms. Martel received half of hers in DSUs as she had not met the Director Share Ownership Requirement. Mr. Turcotte elected to receive 70% of the Cash-Based Component in DSUs, except for the fourth quarter where he elected to receive 30% of his Cash-Based Component in DSUs. Messrs. DiSanto and Renacci elected to receive all of the Cash-Based Component in DSUs during fiscal 2021, except for the fourth quarter where Mr. Renacci elected to receive all the Cash-Based Component in cash. |
| (3) | This column shows the value of the Board retainer earned by the directors in respect of the fiscal year ended March 31, 2021 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 DSUs or that was paid in DSUs pursuant to the Director Share Ownership Requirement. |
INCENTIVE PLAN AWARDS - OUTSTANDING AWARDS
The following table shows options (option-based awards) held by directors as at March 31, 2021 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, 2021. Outstanding options listed in the table below were originally granted by Edgewater prior to the Edgewater Acquisition.
| OPTION-BASED AWARDS | SHARE-BASED AWARDS | |||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| NAME |
|
NUMBER OF SUBORDINATE VOTING SHARES UNDERLYING UNEXERCISED OPTIONS (#) |
|
|
OPTION EXERCISE PRICE ($) |
|
OPTION EXPIRATION DATE | |
VALUE OF UNEXERCISED IN- THE-MONEY |
|
|
MARKET OR PAYOUT VALUE OF SHARE- BASED AWARDS THAT HAVE NOT VESTED ($) |
|
|
MARKET OR PAYOUT VALUE OF VESTED SHARE- BASED AWARDS NOT PAID OUT OR DISTRIBUTED ($) |
(1)
| ||||||||
| Dana Ades-Landy |
- | - | - | - | - | 115,797 | ||||||||||||||||||
| Robert Comeau |
- | - | - | - | - | 149,948 | ||||||||||||||||||
| Fredrick DiSanto(2)(3) |
20,856 | 5.59 | February 16, 2022 | - | ||||||||||||||||||||
| 6,436 | 6.16 | June 14, 2022 | - | |||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| 27,292 | - | - | - | - | 153,193 | |||||||||||||||||||
| Lucie Martel |
- | - | - | - | - | 119,395 | ||||||||||||||||||
| James B. Renacci |
- | - | - | - | - | 102,243 | ||||||||||||||||||
| Ghyslain Rivard |
- | - | - | - | - | 81,327 | ||||||||||||||||||
| C. Lee Thomas |
- | - | - | - | - | 124,096 | ||||||||||||||||||
| Pierre Turcotte |
- | - | - | - | - | 167,855 | ||||||||||||||||||
| (1) | Shows the aggregate market value of DSUs held as at March 31, 2021 based on $3.07, the closing price of the subordinate voting shares on the TSX on March 31, 2021, the last trading day of the fiscal year ended March 31, 2021. All DSUs are fully vested at the time of grant. |
ALITHYA | Director Compensation 19
| (2) | Mr. DiSanto’s options are options that were originally issued by Edgewater and which 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 common stock of Edgewater subject to such options immediately prior to the Edgewater Acquisition multiplied by the equity exchange ratio of 1.1918. |
| (3) | The exercise price of Mr. DiSanto’s options is in U.S. dollars. The exercise price of 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 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. exercise price determined using the March 31, 2021 exchange rate of $1.2571 for each U.S. dollar: |
|
Option Expiration Date |
Option Exercise Price (US$) | Option Exercise Price (C$) | ||||
| February 16, 2022 |
4.45 | 5.59 | ||||
| June 14, 2022 |
4.90 | 6.16 |
INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR
The table below shows the value of options (option-based awards) and DSUs (share-based awards) held by directors which vested during the fiscal year ended March 31, 2021. Directors did not receive any option-based awards or non-equity incentives during the fiscal year ended March 31, 2021.
| NAME |
OPTION-BASED AWARDS – VALUE VESTED DURING THE YEAR |
SHARE-BASED AWARDS - VALUE VESTED DURING THE YEAR ($) |
|
NON-EQUITY INCENTIVE PLAN COMPENSATION – VALUE EARNED DURING THE YEAR |
| |||
| Dana Ades-Landy |
- | 44,375 | - | |||||
| Robert Comeau |
- | 72,500 | - | |||||
| Fredrick DiSanto |
- | 85,000 | - | |||||
| Lucie Martel |
- | 72,500 | - | |||||
| James B. Renacci |
- | 65,000 | - | |||||
| Ghyslain Rivard |
- | 35,000 | - | |||||
| C. Lee Thomas |
- | 56,875 | - | |||||
| Pierre Turcotte |
- | 92,000 | - | |||||
DIRECTOR SHARE OWNERSHIP REQUIREMENT
ALITHYA | Director Compensation 20
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 19, 2021, and indicates whether they meet the Director Share Ownership Requirement.
| DIRECTOR
|
NUMBER OF
|
TOTAL VALUE OF ($)
|
NUMBER OF DSUs HELD
|
TOTAL VALUE OF ($)
|
TOTAL NUMBER OF
|
TOTAL VALUE OF ($)
|
DIRECTOR SHARE
| |||||||||||||||||||
| Dana Ades-Landy |
12,725 | 45,683 | 42,420 | 152,288 | 55,145 | 197,971 | ✓ | |||||||||||||||||||
| Robert Comeau |
51,300 | 184,167 | 55,480 | 199,173 | 106,780 | 383,340 | ✓ | |||||||||||||||||||
| Mélissa Gilbert(4) |
- | - | - | - | - | - | - | |||||||||||||||||||
| Lucie Martel(5) |
- | - | 45,528 | 163,446 | 45,528 | 163,446 | On target | |||||||||||||||||||
| Pierre Karl Péladeau(6) |
9,983,276 | 35,839,961 | - | - | 9,983,276 | 35,839,961 | ✓ | |||||||||||||||||||
| James B. Renacci |
95,000 | 341,050 | 36,991 | 132,798 | 131,991 | 473,848 | ✓ | |||||||||||||||||||
| Ghyslain Rivard |
4,962,819 | 17,816,520 | 30,178 | 108,339 | 4,992,997 | 17,924,859 | ✓ | |||||||||||||||||||
| C. Lee Thomas |
51,000 | 183,090 | 45,123 | 161,992 | 96,123 | 345,082 | ✓ | |||||||||||||||||||
| Pierre Turcotte |
1,780,033 | 6,390,318 | 63,193 | 226,863 | 1,843,226 | 6,617,181 | ✓ | |||||||||||||||||||
| (1) | Subordinate voting shares and/or multiple voting shares, as applicable. |
| (2) | Based on $3.59, the closing price of the subordinate voting shares on the TSX on July 19, 2021. |
| (3) | The minimum share ownership assessment is based on the total value of 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 average closing price of the subordinate voting shares on the TSX for the five trading day preceding July 19, 2021 (which was $3.67). |
| (4) | Ms. Gilbert was not subject to the Director Share Ownership Requirement as at July 19, 2021 as her nomination is being proposed for the first time at the Meeting. |
| (5) | Ms. Martel has until July 1, 2026 to comply with the Director Share Ownership Requirement, as increased effective July 1, 2021. |
| (6) | Mr. Péladeau was not subject to the Director Share Ownership Requirement as at July 19, 2021 as his nomination is being proposed for the first time at the Meeting. |
ALITHYA | Director Compensation 21
Statement of Corporate Governance Practices
|
89% OF INDEPENDENT DIRECTORS WITH AN INDEPENDENT LEAD DIRECTOR |
TARGETS OF 30% OF DIRECTORS WHO ARE WOMEN, AND WHO HAVE DIVERSE BACKGROUNDS BY THE END OF 2022 |
ANNUAL BOARD EVALUATION PROCESS |
OVERBOARDING AND BOARD INTERLOCK POLICIES |
MINIMUM OF 75% OF BOARD AND COMMITTEE ATTENDANCE AS RE-ELECTION ELIGIBILITY CRITERIA | ||||||||||||
BOARD OF DIRECTORS
ALITHYA | Statement of Corporate Governance Practices 22
ALITHYA | Statement of Corporate Governance Practices 23
ALITHYA | Statement of Corporate Governance Practices 24
ALITHYA | Statement of Corporate Governance Practices 25
ALITHYA | Statement of Corporate Governance Practices 26
ALITHYA | Statement of Corporate Governance Practices 27
ALITHYA | Statement of Corporate Governance Practices 28
ALITHYA | Statement of Corporate Governance Practices 29
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
ALITHYA | Statement of Corporate Governance Practices 30
ETHICAL BUSINESS CONDUCT
ALITHYA | Statement of Corporate Governance Practices 31
ALITHYA | Statement of Corporate Governance Practices 32
Compensation Discussion and Analysis
LETTER FROM THE CHAIR OF THE HUMAN CAPITAL AND COMPENSATION COMMITTEE
ALITHYA | Compensation Discussion and Analysis 33
EXECUTIVE COMPENSATION PROGRAM
ALITHYA | Compensation Discussion and Analysis 34
ALITHYA | Compensation Discussion and Analysis 35
ALITHYA | Compensation Discussion and Analysis 36
ALITHYA | Compensation Discussion and Analysis 37
ALITHYA | Compensation Discussion and Analysis 38
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, 2021.
ALITHYA | Compensation Discussion and Analysis 39
SUMMARY COMPENSATION TABLE
The following table sets forth the annual total compensation for the NEOs:
| NAME AND TITLE | FISCAL YEAR |
SALARY ($) |
SHARE- ($) |
OPTION-BASED AWARDS(1) ($) |
NON-EQUITY INCENTIVE PLAN COMPENSATION – ANNUAL INCENTIVE PLAN(2) ($) |
ALL OTHER COMPENSATION(3)(5) ($) |
TOTAL COMPENSATION ($) | |||||||
| Paul Raymond | 2021 | 495,000 | 138,848 | 120,915 | 210,375 | 31,079 | 996,217 | |||||||
| President and Chief | 2020 | 495,000 | - | 126,840 | - | 32,921 | 654,761 | |||||||
| Executive Officer | 2019 | 475,000 | - | 207,900 | 356,250 | 36,705 | 1,075,855 | |||||||
| Claude Thibault(4) | 2021 | 320,000 | 52,798 | 48,366 | 80,000 | 17,509 | 518,673 | |||||||
| Chief Financial Officer | 2020 | 320,000 | - | 65,957 | - | 19,380 | 405,337 | |||||||
| 2019 | 199,423 | - | 72,380 | 96,514 | 14,709 | 383,026 | ||||||||
| Claude Rousseau(5) | 2021 | 489,298 | 107,446 | 63,654 | 171,254 | 141,290 | 972,942 | |||||||
| Chief Operating Officer | 2020 | 492,100 | - | 91,325 | - | 146,810 | 730,235 | |||||||
| 2019 | 370,000 | - | 113,960 | 237,300 | 25,568 | 746,828 | ||||||||
| Russell Smith(5) | 2021 | 451,278 | - | 37,444 | 208,282 | 51,228 | 748,232 | |||||||
| President, Alithya USA | 2020 | 432,250 | - | 95,080 | 119,700 | 39,026 | 686,056 | |||||||
| 2019 | 426,400 | - | 72,380 | 265,453 | 29,674 | 793,907 | ||||||||
| Robert Lamarre | 2021 | 280,000 | 36,298 | 32,244 | 56,000 | 15,832 | 420,374 | |||||||
| Chief Information Officer | 2020 | 275,000 | - | 63,420 | - | 17,542 | 355,962 | |||||||
| 2019 | 240,000 | - | 72,380 | 96,000 | 20,526 | 428,906 | ||||||||
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, 2021, including (i) options originally granted by the Company before it went public (“Pre-IPO Alithya”) or by Edgewater, which were converted, on substantially the same terms and conditions as were applicable under the outstanding incentive plans of Pre-IPO Alithya 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 Pre-IPO Alithya, 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, (ii) options issued as part of the NEOs’ compensation during the fiscal years ended March 31, 2021, 2020 and 2019, and (iii) RSUs issued on June 23, 2020 to the executive officers, including the NEOs (except Mr. Smith), during the fiscal year ended March 31, 2021.
ALITHYA | Compensation Discussion and Analysis 40
| OPTION-BASED AWARDS | SHARE-BASED AWARDS | |||||||||||||||||||||||
| NAME AND TITLE |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) |
OPTION EXERCISE PRICE ($) |
OPTION EXPIRATION DATE |
|
VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS(1) ($) |
|
|
NUMBER OF SHARE OR UNITS OF SHARES THAT HAVE NOT VESTED (#) |
|
|
MARKET OR PAYOUT VALUE OF SHARE-BASED AWARDS THAT HAVE NOT VESTED(2) ($) |
|
|
MARKET OR PAYOUT VALUE OF VESTED SHARE- BASED AWARDS NOT PAID OUT OR DISTRIBUTED ($) |
| |||||||||
| Paul Raymond(3) |
52,632 | 1.90 | March 31, 2022 | 61,579 | ||||||||||||||||||||
| Chief Executive Officer |
100,000 | 1.92 | March 31, 2022 | 115,000 | ||||||||||||||||||||
| 52,632 | 1.90 | March 31, 2023 | 61,579 | |||||||||||||||||||||
| 100,000 | 2.46 | March 31, 2023 | 61,000 | |||||||||||||||||||||
| 52,632 | 1.90 | March 31, 2024 | 61,579 | |||||||||||||||||||||
| 100,000 | 2.21 | March 31, 2024 | 86,000 | |||||||||||||||||||||
| 52,632 | 1.90 | March 31, 2025 | 61,579 | |||||||||||||||||||||
| 100,000 | 2.87 | March 31, 2025 | 20,000 | |||||||||||||||||||||
| 100,000 | 2.96 | March 31, 2026 | 11,000 | |||||||||||||||||||||
| 100,000 | 3.80 | May 16, 2027 | - | |||||||||||||||||||||
| 135,000 | 4.50 | October 31, 2028 | - | |||||||||||||||||||||
| 100,000 | 3.64 | June 20, 2029 | - | |||||||||||||||||||||
| 150,000 | 2.26 | June 22, 2030 | 121,500 | |||||||||||||||||||||
| 1,195,528 | 660,816 | 61,437 | 188,612 | - | ||||||||||||||||||||
| Claude Thibault(4) |
47,000 | 4.50 | October 31, 2028 | - | ||||||||||||||||||||
| Chief Financial Officer |
52,000 | 3.64 | June 20, 2029 | - | ||||||||||||||||||||
| 60,000 | 2.26 | June 22, 2030 | 48,600 | |||||||||||||||||||||
| 159,000 | 48,600 | 23,362 | 71,721 | - | ||||||||||||||||||||
| Claude Rousseau(5) |
10,000 | 2.87 | March 31, 2026 | 2,000 | ||||||||||||||||||||
| Chief Operating Officer |
25,000 | 2.96 | March 31, 2026 | 2,750 | ||||||||||||||||||||
| 30,000 | 3.80 | May 16, 2027 | - | |||||||||||||||||||||
| 74,000 | 4.50 | October 31, 2028 | - | |||||||||||||||||||||
| 72,000 | 3.47 | June 20, 2029 | - | |||||||||||||||||||||
| 85,000 | 2.10 | June 22, 2030 | 82,450 | |||||||||||||||||||||
| 296,000 | 87,200 | 51,179 | 156,339 | - | ||||||||||||||||||||
| Russell Smith(6)(7) |
59,590 | 6.16 | March 6, 2022 | - | ||||||||||||||||||||
| President, Alithya USA |
85,000 | 3.44 | August 15, 2022 | - | ||||||||||||||||||||
| 47,000 | 4.32 | October 31, 2028 | - | |||||||||||||||||||||
| 37,500 | 3.47 | June 20, 2029 | - | |||||||||||||||||||||
| 50,000 | 2.10 | June 22, 2030 | 48,500 | |||||||||||||||||||||
| 279,090 | 48,500 | - | - | - | ||||||||||||||||||||
| Robert Lamarre |
20,000 | 2.96 | April 17, 2026 | 2,200 | ||||||||||||||||||||
| Chief Information Officer |
20,000 | 3.80 | May 16, 2027 | - | ||||||||||||||||||||
| 47,000 | 4.50 | October 31, 2028 | - | |||||||||||||||||||||
| 50,000 | 3.64 | June 20, 2029 | - | |||||||||||||||||||||
| 40,000 | 2.26 | June 22, 2030 | 32,400 | |||||||||||||||||||||
| 177,000 | 34,600 | 16,061 | 49,307 | - | ||||||||||||||||||||
ALITHYA | Compensation Discussion and Analysis 41
INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR
The following table shows the value from incentive plans vested or earned, as well as the gain earned from options exercised, by the NEOs under the Company’s incentive plans during the fiscal year ended March 31, 2021.
| NAME AND TITLE |
OPTION-BASED AWARDS – VALUE VESTED DURING THE YEAR(1) ($) |
NUMBER OF OPTIONS EXERCISED DURING THE YEAR |
VALUE REALIZED ON EXERCISE OF OPTIONS DURING THE YEAR(2) ($) |
SHARE-BASED AWARDS- VALUE VESTE D DURING THE YEAR ($) |
NON-EQUITY COMPENSATION – ($) | |||||
| Paul Raymond President and Chief Executive Officer |
- | 152,632 | 210,632 | - | 210,375 | |||||
| Claude Thibault Chief Financial Officer |
- | - | - | - | 80,000 | |||||
| Claude Rousseau Chief Operating Officer |
- | - | - | - | 171,254 | |||||
| Russell Smith President, Alithya USA |
- | - | - | - | 208,282 | |||||
| Robert Lamarre Chief Information Officer |
- | - | - | - | 56,000 | |||||
| (1) | This column shows the value of options held by the NEOs which vested during the Company’s fiscal year ended March 31, 2021. |
| (2) | The value realized is calculated by multiplying the number of shares acquired upon exercise by the difference between the exercise price and the closing price of the subordinate voting shares on the TSX on the exercise date. |
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, 2021).
Performance Graph
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. In fiscal 2021, while the first and third quarters show relative declines, the overall trend shows a moderate recovery in the price of the subordinate voting shares.
ALITHYA | Compensation Discussion and Analysis 42
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 $100 investment in the subordinate voting shares over the period from November 2, 2018 to March 31, 2021.
Comparison of the NEOs’ Total Compensation and
the Cumulative Total Shareholder Return (TSR)
Despite the volatility of the subordinate voting shares as a result of the adverse impacts of the COVID-19 pandemic on the global economy, the trend shows a certain correlation between the total compensation granted to the NEOs and the Company’s cumulative total shareholder return. Total NEO compensation for the period ended March 31, 2020 reflected the fact that no bonus was paid to the executive officers for such period. For the period ending March 31, 2021, the Company introduced share-based awards to provide for increased long-term performance incentive and ensure retention of talents, resulting in an increase in NEO total compensation compared to the period ending March 31, 2020.
Long Term Incentive Plan
SECURITIES AUTHORIZED FOR ISSUANCE
The table below indicates, as at March 31, 2021, certain information with respect to the Company’s LTIP.
|
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING SECURITIES (#) |
WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING SECURITIES ($) |
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN THE FIRST COLUMN)(1) (#) |
| |||||||||||
| Equity compensation plans approved by security holders |
||||||||||||||
| Options(2) |
3,525,181 | 3.37 | - | |||||||||||
| DSUs |
330,246 | N/A | - | |||||||||||
| RSUs |
181,498 | N/A | - | |||||||||||
| Total |
4,036,925 | - | 1,832,618 | |||||||||||
| Equity compensation plans not approved by security holders |
- | - | - | |||||||||||
| (1) | Based on 10% of the issued and outstanding Shares as at March 31, 2021. |
| (2) | Consists of 2,269,550 options granted under the LTIP with a weighted average exercise price of $3.40 and 1,255,631 options that were granted under legacy option plans and converted into options to acquire Shares of Alithya at closing of the Edgewater Acquisition with a weighted average exercise price of $3.28. |
BURN RATE
The following table presents the burn rate of awards granted under the LTIP (i.e. options, RSUs and DSUs) for the fiscal years ended March 31, 2021, 2020 and 2019:
| 2021 | 2020 | 2019 | ||||
| Number of awards (options, RSUs and DSUs) granted during the year(1) |
1,133,577 | 1,067,106 | 729,793 | |||
| Weighted average number of subordinate voting shares and multiple voting shares |
58,209,375 | 56,399,499 | 36,129,647 | |||
| Burn rate |
1.95% | 1.89% | 2.02% | |||
| (1) | For the fiscal year ended March 31, 2019, the number of awards granted during the year only 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 further to the conversion of Pre-IPO Alithya and Edgewater options outstanding immediately prior to the Edgewater Acquisition. |
ALITHYA | Compensation Discussion and Analysis 43
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 TSX 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 agreement, subject to the participant continuing to be an employee or director, as applicable, or as otherwise agreed to by the Board. 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 conditions as amended on and in force since June 9, 2021. | |||
LEGACY OPTION PLANS
RESTRICTED SHARE UNITS FEATURES
The following table shows the key terms of the RSUs issued under the LTIP to the NEOs (excluding Mr. Smith) in respect of the fiscal year ending March 31, 2021:
|
Shares Issuable |
Subordinate voting shares. |
|||
|
Vesting Criteria |
Vest on the first anniversary date of the date of grant. |
|||
|
Settlement Date |
As soon as practical following the third anniversary date of the date of grant. |
|||
|
Termination |
Please refer to Schedule A for a description of the termination conditions as amended on and in force since June 9, 2021. |
|||
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.
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, 2021.
ALITHYA | Compensation Discussion and Analysis 44
| NAME AND TITLE |
NON-SOLICITATION COVENANT |
NON-COMPETITION COVENANT |
PAYMENT IN THE EVENT OF A TERMINATION WITHOUT CAUSE(1) |
PAYMENT IN THE EVENT OF A TERMINATION FOLLOWING A CHANGE OF CONTROL(1)(2) | ||||
| Paul Raymond President and Chief 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 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 years | 24 months of base salary and average of annual bonuses paid for the last two fiscal years | ||||
| Claude Rousseau 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 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 Smith(3) President, Alithya USA |
24 months following termination | 12 months following termination | 12 months of base salary(4) |
- | ||||
| Robert Lamarre 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 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 of certain benefits (such as insurance coverage and/or annual relocation allowance) for the duration of the severance. |
| (2) | For Messrs. Raymond, Thibault, Rousseau and Lamarre, applies in the event of termination without 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 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 their usual principal place of work). |
| (3) | Mr. Smith’s terms and conditions of employment do not contain specific provisions in 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 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 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 and RSUs held by the NEOs would be treated as follows upon termination, resignation, retirement, death or disability, assuming a termination date of March 31, 2021:
| PLAN |
TERMINATION WITHOUT CAUSE |
VOLUNTARY RESIGNATION |
RETIREMENT | TERMINATION FOR CAUSE |
TERMINATION FOLLOWING CHANGE OF CONTROL(1) |
DEATH OR DISABILITY | ||||||
| LTIP(1) (Options and RSUs granted since November 1, 2018) |
Vested options are exercisable until the earlier of their expiration date and 90 days after termination
Vested RSUs are settleable as soon as reasonably practical Unvested options and RSUs are immediately forfeited and cancelled |
Vested options are exercisable until the earlier of their expiration date and 90 days after resignation
Vested RSUs are settleable as soon as reasonably practical Unvested options and RSUs are immediately forfeited and cancelled |
Unvested options and RSUs 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 and RSUs are immediately forfeited and cancelled | - | Unvested options and RSUs 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 of death | ||||||
| Pre-IPO Alithya’s Stock Option Plan(3)(4) (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 expiration date and a three-month period after termination
Unvested options are immediately forfeited and cancelled |
Vested options are exercisable until the earlier of their expiration date and a three-month period after resignation
Unvested options are immediately forfeited and cancelled |
Vested options remain exercisable for the length of the original option term Unvested options are immediately forfeited and cancelled |
Vested and unvested options are immediately forfeited and cancelled | Provisions provided in the original award agreements(6) |
Vested options remain exercisable for one year following the death or disability
Unvested options are immediately forfeited and cancelled |
| (1) | As at March 31, 2021, the LTIP provided discretion to the Board on a change of control to determine whether to cause awards to be converted or exchanged for replacement awards or to permit accelerated vesting of awards, but did not contain specific provisions with regards to termination following a change of control. The provisions applicable in the event of a termination without cause, voluntary resignation, retirement or termination for cause would therefore have applied by default. The LTIP has been amended to provide for double trigger vesting upon termination of employment within 24 months following a change of control. Under the amended LTIP, a NEO would be eligible for immediate vesting only if no proper substitute is granted, or if the executive is terminated without cause or resigns for good reason within two years of the change of control. |
ALITHYA | Compensation Discussion and Analysis 45
| (2) | In the event the participant commences employment with a direct competitor of the Company or 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 Pre-IPO Alithya’s Stock Option Plan that were outstanding immediately prior to the Edgewater Acquisition are subject to the terms of Pre-IPO Alithya’s Stock Option Plan. |
| (4) | Pre-IPO Alithya’s Stock Option Plan does not 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 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 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 and incremental amounts 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, 2021. No severance is payable in the event of a voluntary resignation, retirement or termination for cause.
| TERMINATION WITHOUT CAUSE ($)
|
TERMINATION FOLLOWING A CHANGE OF CONTROL(1) ($)
| |||||||
| NAME AND TITLE
|
SEVERANCE(2)
|
LTIP(3)
|
SEVERANCE(2)
|
LTIP(3)
| ||||
|
Paul Raymond
President and Chief Executive Officer |
1,346,250 | – | 1,346,250 | 310,112 | ||||
| Claude Thibault
Chief Financial Officer |
429,633 | – | 736,514 | 120,321 | ||||
| Claude Rousseau(4)
Chief Operating Officer |
913,336 | – | 1,217,781 | 238,789 | ||||
| Russell Smith(4)
President, Alithya USA |
451,278 | – | 451,278 | 48,500 | ||||
| Robert Lamarre
Chief Information Officer
|
437,333 | – | 656,000 | 81,707 | ||||
| (1) | As indicated in the table in the preceding section entitled “Incentive Compensation Payments 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 reason within 12 months following a change of control. 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 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. |
| (2) | The amounts shown as severance do not include the costs associated with the continuity of certain benefits (such as insurance coverage and/or relocation allowance) to which the NEOs would remain entitled to for the duration of the severance. |
| (3) | For a termination without cause, no amounts are shown as LTIP as unvested awards are forfeited and cancelled. For a termination following a change of control, the amounts shown as LTIP include the value of unvested in-the-money options and unvested RSUs held by the NEO as at March 31, 2021 and assumes the Board uses its discretion in accordance with the LTIP in effect as at that date to determine that all unvested options and RSUs shall vest immediately. The LTIP has been amended to provide for double trigger vesting upon termination of employment within 24 months following a change of control. Under the amended LTIP, a NEO would be eligible for immediate vesting only if no proper substitute is granted, or if the executive is terminated without cause or resigns for good reason within two years of the change of control. For more detail on the value attributed to the options and RSUs, please refer to the table under section entitled “Incentive Plan Awards – Outstanding Awards Held”. |
| (4) | Messrs. Rousseau (since January 13, 2019) and Smith are paid in U.S. dollars. The amounts shown as severance 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, 2021 and 2020 which was $1.332 and $1.330 for each U.S. dollar respectively. The amounts shown as LTIP are in Canadian dollars converted on the basis of the March 31, 2021 exchange rate of $1.2571. For more detail on the value attributed to the options and RSUs, please refer to the table under section entitled “Incentive Plan Awards – Outstanding Awards Held”. |
ALITHYA | Compensation Discussion and Analysis 46
ALITHYA | Other Information 47
Schedule A | Long Term Incentive Plan and Share Purchase Plan Description
ALITHYA | Schedule A | Long Term Incentive Plan and Share Purchase Plan Description 48
ALITHYA | Schedule A | Long Term Incentive Plan and Share Purchase Plan Description 49
ALITHYA | Schedule A | Long Term Incentive Plan and Share Purchase Plan Description 50
ALITHYA | Schedule A | Long Term Incentive Plan and Share Purchase Plan Description 51
Schedule B | Mandate of the Board
MANDATE FOR THE BOARD OF DIRECTORS
ALITHYA | Schedule B | Mandate of the Board 52
ALITHYA | Schedule B | Mandate of the Board 53
Schedule C | Mandate of the Audit and Risk Management Committee
AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER
ALITHYA | Schedule C | Mandate of the Audit and Risk Management Committee 54
ALITHYA | Schedule C | Mandate of the Audit and Risk Management Committee 55
ALITHYA | Schedule C | Mandate of the Audit and Risk Management Committee 56
ALITHYA | Schedule C | Mandate of the Audit and Risk Management Committee 57
ALITHYA | Schedule C | Mandate of the Audit and Risk Management Committee 58
ALITHYA | Schedule C | Mandate of the Audit and Risk Management Committee 59
Schedule D | Proposed Shareholders’ Ordinary Resolution to Approve Unallocated Awards under the Company’s Long Term Incentive Plan
ALITHYA GROUP INC.
(the “Company”)
RESOLUTION OF THE SHAREHOLDERS
SEPTEMBER 15, 2021
WHEREAS the Company adopted on November 1, 2018 a long term incentive plan (the “LTIP”) allowing for the granting of equity-based awards, including stock options, restricted shares, restricted share units, performance share units, deferred share units and share appreciation rights (collectively, the “Awards”);
WHEREAS pursuant to the LTIP, the aggregate number of Class A subordinate voting shares of the Company available for issuance thereunder and any other share-based compensation arrangement of the Company is 10% of the Company’s total issued and outstanding Class A subordinate voting shares and Class B multiple voting shares, from time to time;
WHEREAS the rules of Toronto Stock Exchange provide that all unallocated Awards under a security-based compensation arrangement be approved every three (3) years;
WHEREAS the Board of Directors of the Company has approved, on June 9, 2021, all unallocated Awards under the LTIP;
Approval of unallocated Awards under the LTIP
RESOLVED THAT:
| 1. | All unallocated Awards under the LTIP be and are hereby approved; |
| 2. | The Company have the ability to continue granting Awards under the LTIP until September 15, 2024, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought; |
| 3. | Any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all such things and to sign, execute and deliver all such documents that such director or officer may, in his or her discretion, determine necessary or useful in order to give full effect to the intent and purpose of this resolution, such authority and approval to be conclusively evidenced by such authorized director’s or officer’s execution and delivery of such documents. |
ALITHYA | Schedule D | Proposed Shareholders’ Ordinary Resolution to Approve Unallocated Awards under the Company’s LTIP 60
Schedule E | Proposed Shareholders’ Ordinary Resolution to Approve the Amendment and Restatement of Pre-IPO Alithya’s Stock Option Plan
ALITHYA GROUP INC.
(the “Company”)
RESOLUTION OF THE SHAREHOLDERS
SEPTEMBER 15, 2021
WHEREAS the predecessor of the Company adopted on April 1, 2011 a stock option plan (the “Pre-IPO Alithya Stock Option Plan”);
WHEREAS the Board of Directors (the “Board”) of the Company approved, on June 9, 2021, the amendment and restatement of the Pre-IPO Alithya Stock Option Plan;
Approval of the amendment and restatement of the Pre-IPO Alithya Stock Option Plan
RESOLVED THAT:
| 1. | The Company be and it is hereby authorized to amend and restate the Pre-IPO Alithya Stock Option Plan to make the changes described in the section entitled “Business of the Meeting – Approval of the Amendment and Restatement of Pre-IPO Alithya’s Stock Option Plan” of the management information circular dated July 19, 2021 for the Company’s Annual General and Special Meeting of Shareholders to be held on September 15, 2021, including, among other things: |
| a. | Allow for the automatic extension of an option’s term if the term would expire during or within 5 business days after a black-out period, until 10 business days after the black-out period has been lifted, as permitted by the rules and policies of the TSX; |
| b. | Amend the amendment provisions to provide for when shareholder approval is required for amendments to the Pre-IPO Alithya Stock Option Plan to reflect the TSX requirements and match those included in the Company’s Long Term Incentive Plan adopted on November 1, 2018, as amended from time to time (the “LTIP”); |
| c. | Permit the use of broker-assisted arrangements to satisfy payment of the exercise price of options, consistent with the LTIP; |
| d. | Replace the provisions permitting the Board to accelerate vesting on a change of control with a double trigger provision that accelerates vesting only on a termination of employment without cause within 24 months following a change of control; |
| e. | Consistent with the LTIP, expand the range of actions that may be taken by the Board on a change of control, to include: |
| i. | The conversion or exchange of any outstanding options 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 of control; and |
| ii. | The replacement of such options with other rights or property selected by the Board in its sole discretion; and |
| f. | Update the plan text to reflect the fact that the Company has completed its initial public offering and no new options may be granted under the Pre-IPO Alithya Stock Option Plan and other minor clean-up changes. |
| 2. | Any director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all such things and to sign, execute and deliver all such documents that such director or officer may, in his or her discretion, determine necessary or useful in order to give full effect to the intent and purpose of this resolution, such authority and approval to be conclusively evidenced by such authorized director’s or officer’s execution and delivery of such documents. |
ALITHYA | Schedule E | Proposed Shareholders’ Ordinary Resolution to Approve the Amendment and Restatement of Pre-IPO Alithya’s Stock Option Plan 61
Schedule F | Change of Auditor Reporting Package
NOTICE OF CHANGE OF AUDITOR
Pursuant to NI 51-102 (Section 4.11)
TO: Raymond Chabot Grant Thornton LLP
KPMG LLP
AND TO: Autorité des marchés financiers
Ontario Securities Commission
Alithya Group inc. (the “Company”) hereby gives notice pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) of the termination of Raymond Chabot Grant Thornton LLP (the “Former Auditor”) as the auditor of the Company and the appointment of KPMG LLP (the “Successor Auditor”) in its place. The Company confirms that:
| 1. | The Audit and Risk Management Committee (“ARMC”) of the Company’s Board of Directors has conducted a review of external audit services as part of its continued commitment to good governance. As part of this review, the ARMC sought proposals to provide audit services for the financial year ending on March 31, 2022. |
| 2. | After careful review of the proposals received and due consideration of all relevant factors, the ARMC recommended to the Board of Directors that the Successor Auditor, and not the Former Auditor, be proposed for appointment as auditor of the Company by the shareholders of the Company for the Company’s financial year ending on March 31, 2022. |
| 3. | On August 3, 2021, the Board of Directors approved the aforementioned recommendation of the ARMC and decided not to propose the Former Auditor for reappointment as auditor of the Company for the financial year ending on March 31, 2022 and to propose the Successor Auditor for appointment as the auditor of the Company by the shareholders of the Company for the Company’s financial year ending March 31, 2022. The vote will take place at the annual general and special meeting of shareholders of the Company scheduled to be held on September 15, 2021. |
| 4. | The auditor’s reports of the Former Auditor on the annual audited consolidated financial statements of the Company for the two most recent financial years preceding the date of this notice, being reports for the financial years ended March 31, 2021 and March 31, 2020, and for any subsequent period to date, did not express any modified opinion. |
| 5. | In the opinion of the Company, there are no reportable events as such term is defined in Section 4.11(1) of NI 51-102. |
DATED as of the 3rd day of August, 2021.
| ALITHYA GROUP INC. | ||
|
| ||
| Claude Thibault | ||
| Chief Financial Officer |
ALITHYA | Schedule F | Change of Auditor Reporting Package 62
| Raymond Chabot | ||||
| Grant Thornton LLP | ||||
| Suite 2000 | ||||
| August 5, 2021 | National Bank Tower | |||
| 600 De La Gauchetière Street West | ||||
| Montréal, Quebec | ||||
| H3B 4L8 | ||||
| T 514-878-2691 | ||||
Autorité des marchés financiers
Ontario Securities Commission
Re: Alithya Group inc.
Notice of Change of Auditor dated August 3, 2021
Dear Sirs/Mesdames:
Pursuant to Section 4.11 of National Instrument 51-102, we have reviewed the information contained in the notice of change of auditor of Alithya Group inc. dated August 3, 2021 (the “Notice”). Based on our knowledge as of the date hereof, we confirm our agreement with the information contained in the Notice pertaining to our firm.
Sincerely,
c.c. The Board of Directors, Alithya Group inc.
Claude Thibault, Chief Financial Officer, Alithya Group inc.
| Member of Grant Thomton Intemtional Ltd | rcgt.com | |||
ALITHYA | Schedule F | Change of Auditor Reporting Package 63
KPMG LLP
600 de Maisonneuve Blvd West
Suite 1500, Tour KPMG
Montréal (Québec) H3A 0A3
Tel. 514-840-2100
Fax. 514-840-2187
www.kpmg.ca
To: Autorité des marchés financiers (Québec)
Ontario Securities Commission
August 5, 2021
Dear Sirs/Madams:
Re: Notice of Change of Auditors of Alithya Group inc.
As required by section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations, we have read the change of auditor notice of Alithya Group inc. dated August 3, 2021 (the “Notice”) and confirm our agreement with the statements contained in the Notice pertaining to our firm, except that we are not in a position to agree or disagree with item 5 of such Notice.
Your very truly,
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
KPMG Canada provides services to KPMG LLP.
ALITHYA | Schedule F | Change of Auditor Reporting Package 64
Exhibit 99.2
Alithya AST 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 and special meeting of shareholders of the Company to be held at 10:00 a.m. (Eastern Daylight Time) on Wednesday, September 15, 2021, in a virtual-only format via a live audio webcast online at https://web.lumiagm.com/459224608 (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 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 to AST using the Internet and YOU OR YOUR PROXYHOLDER MUST ALSO either complete the online form available at https://lp.astfinancial.com/ControlNumber or call AST at 1-866-751-6315 (toll free in Canada and the United States) or 1-212-235-5754 (other countries) by no later than 10:00 a.m. (Eastern Daylight Time) on September 13, 2021 to register your proxyholder and to allow AST to provide such proxyholder with a 13-digit proxyholder control number via email 24 to 48 hours before the Meeting. Such 13-digit proxyholder control number will differ from the Control Number set forth on this form of proxy. As it is not possible to appoint a person 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 1. Dana Ades-Landy [ ] [ ] 2. Robert Comeau [ ] [ ] 3. Mélissa Gilbert [ ] [ ] 4. Lucie Martel [ ] [ ] 5. Pierre Karl Péladeau [ ] [ ] FOR WITHHOLD 6. Paul Raymond [ ] [ ] 7. James B. Renacci [ ] [ ] 8. Ghyslain Rivard [ ] [ ] 9. C. Lee Thomas [ ] [ ] 10. Pierre Turcotte [ ] [ ] 2. Appointment of the Auditor: To appoint KPMG LLP as auditor of the Company and authorize the Board to fix their remuneration. FOR WITHHOLD [ ] [ ] 3. Long Term Incentive Plan: To adopt the ordinary resolution to approve the unallocated awards under the Company’s Long Term Incentive Plan, as further described in the management information circular. FOR AGAINST [ ] [ ] 4. Stock Option Plan: To adopt the ordinary resolution to approve the amendment and restatement of Pre-IPO Alithya’s Stock Option Plan, as further described in the management information circular. FOR AGAINST [ ] [ ] 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 13, 2021.
Form of Proxy – Annual General and Special Meeting of Shareholders of Alithya Group inc. (the “Company”) to be held at 10:00 a.m. (Eastern Daylight Time) on September 15, 2021 (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 13, 2021. How to Vote VOTE USING THE INTERNET OR BY TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK! INTERNET Go to www.astvotemyproxy.com Cast your vote online View Meeting documents TELEPHONE Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada and the United States) and follow the voice instructions 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.
Alithya AST 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 the following matters and any other matter that may properly come before the annual general and special meeting of shareholders of the Company to be held at 10:00 a.m. (Eastern Daylight Time) on Wednesday, September 15, 2021, in a virtual-only format via a live audio webcast online at https://web.lumiagm.com/459224608 (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 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 to AST using the Internet and YOU OR YOUR PROXYHOLDER MUST ALSO either complete the online form available at https://lp.astfinancial.com/ControlNumber or call AST at 1-866-751-6315 (toll free in Canada and the United States) or 1-212-235-5754 (other countries) by no later than 10:00 a.m. (Eastern Daylight Time) on September 13, 2021 to register your proxyholder and to allow AST to provide such proxyholder with a 13-digit proxyholder control number via email 24 to 48 hours before the Meeting. Such 13-digit proxyholder control number will differ from the Control Number set forth on this form of proxy. As it is not possible to appoint a person 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 1. Dana Ades-Landy [ ] [ ] 2. Robert Comeau [ ] [ ] 3. Mélissa Gilbert[ ] [ ] 4. Lucie Martel [ ] [ ] 5. Pierre Karl Péladeau [ ] [ ] FOR WITHHOLD 6. Paul Raymond [ ] [ ] 7. James B. Renacci [ ] [ ] 8. Ghyslain Rivard [ ] [ ] 9. C. Lee Thomas [ ] [ ] 10. Pierre Turcotte [ ] [ ] 2. Appointment of the Auditor: To appoint KPMG LLP as auditor of the Company and authorize the Board to fix their remuneration. FOR[ ] WITHHOLD [ ] 3. Long Term Incentive Plan: To adopt the ordinary resolution to approve the unallocated awards under the Company’s Long Term Incentive Plan, as further described in the management information circular. FOR [ ] AGAINST [ ] 4. Stock Option Plan: To adopt the ordinary resolution to approve the amendment and restatement of Pre-IPO Alithya’s Stock Option Plan, as further described in the management information circular. FOR [ ] AGAINST [ ] 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 13, 2021.
Form of Proxy – Annual General and Special Meeting of Shareholders of Alithya Group inc. (the “Company”) to be held at 10:00 a.m. (Eastern Daylight Time) on September 15, 2021 (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 13, 2021. How to Vote VOTE USING THE INTERNET OR BY TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK! INTERNET Go to www.astvotemyproxy.com Cast your vote online View Meeting documents TELEPHONE Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada and the United States) and follow the voice instructions. 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.
Alithya AST 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 and special meeting of shareholders of the Company to be held at 10:00 a.m. (Eastern Daylight Time) on Wednesday, September 15, 2021, in a virtual-only format via a live audio webcast online at https://web.lumiagm.com/459224608 (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 YOU OR YOUR PROXYHOLDER MUST ALSO either complete the online form available at https://lp.astfinancial.com/ControlNumber or call AST at 1-866-751-6315 (toll free in Canada and the United States) or 1-212-235-5754 by 10:00 a.m. (Eastern Daylight Time) on September 13, 2021 to register yourself or 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 a person 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. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. Please use a dark black pencil or pen. 1. Election of Directors: FOR WITHHOLD 1. Dana Ades-Landy [ ] [ ] 2. Robert Comeau [ ] [ ] 3. Mélissa Gilbert [ ] [ ] 4. Lucie Martel [ ] [ ] 5. Pierre Karl Péladeau [ ] [ ] FOR WITHHOLD 6. Paul Raymond [ ] [ ] 7. James B. Renacci [ ] [ ] 8. Ghyslain Rivard [ ] [ ] 9. C. Lee Thomas [ ] [ ] 10. Pierre Turcotte [ ] [ ] 2. Appointment of the Auditor: To appoint KPMG LLP as auditor of the Company and authorize the Board to fix their remuneration. FOR [ ] WITHHOLD [ ] 3. Long Term Inventive Plan: To adopt the ordinary resolution to approve the unallocated awards under the Company’s Long Term Incentive Plan, as further described in the management information circular. FOR [ ] AGAINST [ ] 4. Stock Option Plan: To adopt the ordinary resolution to approve the amendment and restatement of Pre-IPO Alithya’s Stock Option Plan, as further described in the management information circular. FOR [ ] AGAINST [ ] 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 VIF 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 VIF is not dated, it will be deemed to bear the date on which it was mailed by management. All VIFs must be received by AST Trust Company (Canada) by 10:00 a.m. (Eastern Daylight Time) on September 13, 2021.
Voting Instruction Form (“VIF”) – Annual General and Special Meeting of Shareholders of Alithya Group inc. (the “Company”) to be held at 10:00 a.m. (Eastern Daylight Time) on September 15, 2021 (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/459224608. 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 13, 2021. How to Vote VOTE USING THE INTERNET OR BY TELEPHONE 24 HOURS A DAY, 7 DAYS A WEEK! INTERNET Go to www.astvotemyproxy.com Cast your vote online View Meeting documents TELEPHONE Using a touch-tone phone, call 1-888-489-7352 (toll free in Canada and the United States) and follow the voice instructions. 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
Notice of Annual General and Special Meeting of Shareholders and of Availability of Proxy Materials
Notice is hereby given that the annual general and special meeting of shareholders (the “Meeting”) of Alithya Group inc. (the “Company”) will be held as a virtual meeting on Wednesday, September 15, 2021 at 10:00 a.m. (Eastern Daylight Time) for the purposes of:
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ITEMS OF BUSINESS |
FOR MORE DETAILS, PLEASE REFER TO | |||
| 1 |
Receiving the audited consolidated financial statements of the Company for the fiscal year ended March 31, 2021 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 19, 2021 (the “Information Circular”).
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2 |
Electing the directors of the Company; |
Sections entitled “Business of the Meeting – Election of Directors” and “Nominees for Election to the Board” of the Information Circular.
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3 |
Appointing the auditor for the year ending March 31, 2022 and authorizing the Board of Directors to fix the auditor’s remuneration; |
Section entitled “Business of the Meeting – Appointment of the Auditor” of the Information Circular.
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4 |
Considering, and, if deemed advisable, adopting an ordinary resolution to approve the unallocated awards under the Company’s Long Term Incentive Plan, as more fully described in the Information Circular; |
Section entitled “Business of the Meeting – Approval of the Unallocated Awards under the Company’s Long Term Incentive Plan” and Schedule D of the Information Circular.
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5 |
Considering, and, if deemed advisable, adopting an ordinary resolution to approve the amendment and restatement of Pre-IPO Alithya’s Stock Option Plan, as more fully described in the Information Circular; and |
Section entitled “Business of the Meeting – Approval of the Amendment and Restatement of Pre-IPO Alithya’s Stock Option Plan” and Schedule E of the Information Circular.
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6 |
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. | ||
Exhibit 99.4
Alithya AST Virtual Meeting User Guide This year, the annual general and special meeting of shareholders (the “Meeting”) of Alithya Group inc. (the “Company”) will be held virtually, giving you the opportunity to attend the Meeting online using a smartphone, tablet or computer. You will be able to view a live audio webcast of the Meeting, ask questions and submit your votes in real time. The Meeting 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. Important Notice for Non-Registered Shareholders Non-registered shareholders are shareholders whose shares are registered in the records of the Company in the name of their intermediary (such as a securities broker or a financial institution) which holds them on their behalf. Employees who participate to the Company’s Employee Share Purchase Plan are non-registered shareholders. Non-registered shareholders who have not duly appointed and registered themselves as proxyholder will not be able to participate at the Meeting as shareholders. If you are a non-registered shareholder and wish to attend and vote at the Meeting, you should carefully follow the instructions set out on your voting information form and in the notice of meeting and management information circular relating to the Meeting, in order to appoint yourself as your proxyholder, otherwise you will be required to log in as a guest and will be unable to vote and ask questions at the Meeting. How to Log In Visit https://web.lumiagm.com/459224608 in a web browser (not a Google search) on your smartphone, tablet or computer. Once on the log in page of the Meeting, if you have a control number, select the option “Shareholders”. If you do not have a control number, select the option “Guests” and fill in the required fields. Getting Ready Before the Meeting Please verify that the browser on the device you will be using to attend the Meeting is compatible. You will need the latest version of Chrome, Safari, Edge or Firefox. Using Internet Explorer is not recommended as it is no longer supported and may not function properly. Gather the information you need to log in to the Meeting: Meeting ID: 459-224-608 Password: ALYA2021 (case sensitive) Control number: Registered Shareholders: The 13-digit control number appearing on your form of proxy or in the email directed to registered shareholders that AST Trust Company (Canada) (“AST”) sent you, if you signed up for electronic delivery of all Meeting materials. Non-Registered Shareholders and Proxyholders: The 13-digit proxyholder control number AST sent by email 24 to 48 hours before the Meeting. Shareholders who appointed themselves or someone other than the persons named by management as 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 the 10:00 a.m. (Eastern Daylight Time), or complete the online form at https://lp.astfinancial.com/ControlNumber, by no later than 10:00 a.m. (Eastern Daylight Time) on September 13, 2021 to register themselves or their proxyholder by providing AST with an email address to which AST will send a proxyholder control number. Failure to do so will result in them not being able to attend and vote at the Meeting. If you have a control number, to log in, enter your control number in the field “Control Number” and “ALYA2021” (case sensitive) in the field “Password” and tap on “Submit”. Log in will be permitted starting at 9:00 a.m. (Eastern Daylight Time) on September 15, 2021.
Alithya AST How to Navigate Once successfully logged in, the home page of the Meeting will appear showing general information regarding the 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 When the Chair of the Meeting declares the poll open: The icon will appear and the proposed resolutions and voting options will be displayed. To vote, simply select one of the voting options. Your choice will be highlighted and a confirmation will appear to show your vote has been received. There is no button to submit your vote. Notes: 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. To view the presentation or to view another screen, tap the arrows , , or on your screen. How to Ask Questions Only registered shareholders and duly appointed and registered proxyholders who logged in with their control number will be eligible to ask questions. If you would like to ask a question, select the icon , type your question within the text box and tap the send icon. Confirmation that your message has been received will appear. Questions can be submitted at any time during the Meeting.