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As a Canadian issuer, we are permitted, under a multijurisdictional disclosure system
adopted in the United States of America (the United States or the U.S.) and Canada, to prepare this Prospectus Supplement and the Base Prospectus in accordance with Canadian disclosure requirements. Prospective investors
should be aware that such requirements are different from those of the United States. We prepare our financial statements in accordance with generally accepted accounting principles in the United States (GAAP).
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE SEC) NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR
DISAPPROVED OF THE REGISTRABLE SHARES, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT AND THE BASE PROSPECTUS OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT AND THE BASE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected
adversely by the fact that we are incorporated under the laws of the Province of Ontario, Canada, that most of our officers and directors and some of the experts named in this Prospectus Supplement are residents of Canada, and that some of our
assets and all or a substantial portion of the assets of these persons are located outside of the United States. See Enforceability of Civil Liabilities.
Purchasers of the Registrable Shares should be aware that the acquisition of such Registrable Shares may have tax consequences both in the United States
and in Canada. This Prospectus Supplement may not describe these tax consequences fully. See Certain Canadian Federal Income Tax Considerations and Certain U.S. Federal Income Tax Considerations. Purchasers of the Registrable
Shares are urged to consult their own tax advisors.
An investment in Registrable Shares involves significant risks that should be carefully
considered by prospective investors before purchasing Registrable Shares. The risks outlined in this Prospectus Supplement and in the documents incorporated by reference herein and therein should be carefully reviewed and considered by prospective
investors in connection with any investment in Registrable Shares. See Risk Factors and Forward-Looking Statements.
All
dollar amounts in this Prospectus Supplement are in United States dollars, unless otherwise indicated. See Currency Presentation and Exchange Rate Information.
No underwriter, agent, or dealer has been involved in the preparation of this Prospectus Supplement or performed any review of the contents of this
Prospectus Supplement.
Each of Frederick F. Reichheld and Erin J. Wallace, directors of FirstService, and BDO USA LLP, the independent auditors of
FirstOnSite USA Holdings Inc. (Global Restoration), a subsidiary of FirstService, reside outside of Canada, and each such director has appointed FirstService, at its address at 1255 Bay Street, Suite 600, Toronto, Ontario, Canada
M5R 2A9, as his or her agent for service of process in Canada. The Selling Shareholder is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction and has appointed Blakes Extra-Provincial Services Inc., at its
address at 199 Bay Street, Suite 4000, Toronto, Ontario, Canada M5L 1A9, as its agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or
company that resides outside of Canada, or that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, even if the person has appointed an agent for service of process in Canada. See Enforceability of
Judgments.
We were formed under the Business Corporations Act (Ontario) (the OBCA). Our registered and head office is
located at 1255 Bay Street, Suite 600, Toronto, Ontario, Canada M5R 2A9.