An anonymous director reports

CALIAN ANNOUNCES NORMAL COURSE ISSUER BID

The Toronto Stock Exchange has accepted a notice filed by Calian Group Ltd. of its intention to make a normal course issuer bid (NCIB). In connection with the NCIB, the company has entered into an automatic share purchase plan (ASPP) with its designated broker to allow for purchases of its common shares.

The notice provides that the company may, during the 12-month period commencing Sept. 1, 2023, and ending Aug. 31, 2024, or on such earlier date as Calian completes its purchases or provides notice of termination, purchase up to 1,044,012 shares in total, representing approximately 10 per cent of Calian's public float of shares as at Aug. 22, 2023. As of the close of business on Aug. 22, 2023, the company had 11,837,580 shares issued and outstanding. Except for block purchases permitted under the rules of the TSX, the number of shares to be purchased per day will not exceed 2,057, which represents 25 per cent of the average daily trading volume of the shares on the TSX for the most recently completed six calendar months (being 8,230 shares) prior to the TSX's acceptance of the notice. The actual number of shares which may be purchased under the NCIB and the timing of any such purchases will be determined by management of the company, subject to applicable law and the rules of the TSX.

Subject to any required regulatory approvals, all purchases of shares under the NCIB will be conducted through the facilities of the TSX and/or alternative Canadian trading systems at prevailing market prices, or by such other means as may be permitted by the applicable securities regulator. All shares purchased under the NCIB will be cancelled.

Calian has entered into an ASPP with Desjardins Securities Inc. to allow for the purchase of shares under the NCIB at times when the company would ordinarily not be permitted to purchase shares due to regulatory restrictions or self-imposed blackout periods.

Pursuant to the ASPP, prior to entering into a blackout period, Calian may, but is not required to, instruct Desjardins to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by Desjardins in its sole discretion based on parameters established by Calian prior to the blackout period in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. The ASPP has been precleared by the TSX concurrently with the initiation of the NCIB.

The board of directors of the company believes that the recent market prices of the shares do not properly reflect the underlying value of such shares. As a result, depending upon future price movements and other factors, the board believes that the purchase of the shares would be a desirable use of corporate funds in the best interests of the company. Furthermore, the purchases are expected to benefit all persons who continue to hold shares by increasing their equity interest in the company when such repurchased shares are cancelled.

To the knowledge of the company, no director, senior officer or other insider of the company, or any of their associates, currently intends to sell any shares under the NCIB; however, sales by such persons through the facilities of the exchange or any other available market or alternative trading system may occur if the personal circumstances of any such persons change or if any such persons make a decision unrelated to these normal course purchases. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased.

About Calian Group Ltd.

Calian keeps the world moving forward. Calian helps people communicate, innovate, learn, and lead safe and healthy lives. Every day, its employees live the company's values of customer commitment, integrity, innovation and teamwork to engineer reliable solutions that solve complex problems. That is confidence. Engineered. A global company with more than 40 years of steady growth, Calian has offices and projects spanning North American, European and international markets.

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