Mr. Edward Smith of OneMove reports

ONEMOVE TO NOMINATE FIVE DIRECTORS TO BRING STABILITY TO DYE & DURHAM AND REVERSE ENGINE CAPITAL'S VALUE DESTRUCTION

OneMove Capital Ltd., a major shareholder of Dye & Durham Ltd., will nominate five highly qualified directors for election to the company's board of directors at its annual general and special meeting set to be held Dec. 31, 2025. OneMove's nominees include Edward Smith, David Giannetto, Allen Taylor, Tyler Proud and Ronnie Wahi.

"OneMove is calling for a full refresh of Dye & Durham's board," said Tyler Proud, chief executive officer of OneMove. "The directors installed by Engine Capital have presided over a year of instability, strategic missteps and a significant share price decline. Their poor leadership has harmed the business, and yesterday's attempt by former chairman Arnaud Ajdler to hand-pick his own replacement is consistent with the same approach that created the problem. Dye & Durham needs a new, capable board now and OneMove is putting those directors forward today."

Under the Engine-led board, Dye & Durham has lost close to 90 per cent of its market value, erasing more than $1.2-billion in shareholder wealth. The share price decline stems from a combination of missteps, including the following:

• The board has driven the organization into chaos, triggering an exodus of key employees and crippling the finance function's ability to deliver even the most basic financial reporting. Over the last year, Engine has churned through executives and is now on its fourth chief executive officer and third chief financial officer, collapsing institutional knowledge across the company and contributing to the board's failure to file financial statements on time, which has pushed Dye & Durham into default and created entirely avoidable risk for shareholders.
• The company has been damaged by the board's weak leadership. An irresponsible strategy, kicked off by Engine-appointed interim CEOs Hans Geiskes and Sid Singh, of dropping price and spending recklessly, has gutted the business. Preliminary results now show a sharp 25-per-cent drop in EBITDA (earnings before interest, taxes, depreciation and amortization) in the most recent quarter, and a worsening outlook (which management doesn't see improving until fiscal 2027), forcing the company to sell some of its best and most strategic assets to avoid breaching its debt covenants.
• OneMove believes the board has misled shareholders about its commitment to a strategic review. The board announced a strategic review in July yet has done nothing to advance it. They have not hired a financial adviser, aside from a brief few-day period in which an adviser accepted the mandate and then quit. At the same time, the board rejected three separate premium offers this year without engaging in any discussions, shutting shareholders out of substantial value. Months later, there is still no process, no adviser and no evidence the board can run a credible review. This failure has left shareholders without a path to realizing value and shows the board is unqualified to oversee such a process.

OneMove's plan is clear

The OneMove nominees recognize the urgent need for action at Dye & Durham and will oversee a comprehensive plan to restore shareholder value. Key elements of the OneMove plan include:

• Immediately reduce the costs that have been unnecessarily added to the business over the last 12 months;
• Immediately move to stabilize the business, work with management to complete, and release the overdue financial statements and ensure the company is back onside with its debt covenants;
• Halt the revenue decline by focusing on securing and renewing high-priority customers and solidifying public sector contracts;
• Once the business is stable and compliant, an independent committee will begin a real strategic review as quickly as possible, giving shareholders a credible path to realizing value.

OneMove has worked tirelessly for weeks to reach a constructive settlement with the Engine-led board, believing it was in the company's best interest to avoid a costly proxy fight. OneMove negotiated in good faith, relying on repeated assurances that an agreement was imminent and honouring specific requests from former chairman Arnaud Ajdler and former governance chair Eric Shahinian to delay publicly proposing OneMove's slate. Unfortunately, yesterday's actions make it clear that these individuals care more about preserving their own reputations than they do about the interests of Dye & Durham shareholders.

"We have no choice but to act to protect our investment and the interests of all shareholders," added Mr. Proud. "The Engine-led board has left the business unstable, the financials incomplete and the strategic review stalled. Our five nominees bring the expertise and judgment required to restore order, rebuild financial discipline and ensure a credible path forward. They will work with CEO George Tsivin, and his team, to get the company back on track and stabilize operations after the challenges experienced under this board. An independent committee will then oversee a proper strategic review that the current board has proven unwilling or unable to conduct."

More details on OneMove's nominees

OneMove's nominees included seasoned executives with proven transformational and technology company experience. Most relevant to Dye & Durham's situation, their collective accomplishments include business turnarounds, creating value at software companies, dealing with highly levered situations, leading successful company sale processes, extensive capital markets experience and a deep familiarity with the company to restore the institutional knowledge that has been absent with the current board.

• Edward Smith is currently executive chairman of SMTC Inc., a global electronics manufacturing services corporation. He served as CEO from 2017 to 2024 and led a turnaround highlighted by revenue increasing from $136-million (U.S.) to $600-million (U.S.) and a five-times return for shareholders realized through the sale of the company in 2021. From 2004 to 2016, Mr. Smith held several senior executive roles at Avnet Inc., a Fortune 500 technology distributor which generated $27.9-billion (U.S.) of revenue during his last year with the company. He was previously president and CEO of SMTEK International from 2001 to 2004. Mr. Smith has served on the board of directors of SMTEK, Aqua Metals Inc., Data I/O, ERA, Masters Electronics and the We Will Never Forget Foundation.
• David Giannetto is an experienced software leader with over 35 years of direct leadership experience creating value by driving company growth, improving financial metrics, creating operational efficiencies and enacting industry-changing strategies. He was most recently CEO of Netchex, a private equity-backed SaaS (software-as-a-service) company offering human resources and administration solutions. From 2019 to 2024 he served as CEO of WorkWave, a SaaS-based field service management company, where he grew revenue from $52-million (U.S.) to nearly $500-million (U.S.) and improved market value from $300-million (U.S.) to more than $2-billion (U.S.). Mr. Giannetto is a published author of two books on business theory and an adjunct professor at the executive MBA program of Rutgers University.
• Allen Taylor is president of GTD Partners, a consulting and advisory firm focused on providing operational and financial advisory and investment management services to a wide range of clients. Prior to this, Mr. Taylor held various key positions throughout an extensive career at Brookfield Asset Management, a leading global alternative asset manager, where he specialized in complex operational and financial turnarounds as well as portfolio management. Mr. Taylor is a chartered accountant whose experience and leadership has been integral in managing complex financial structures and fostering sustainable businesses that return value to investors. Mr. Taylor serves on the board of Tucows Inc., a Nasdaq- and Toronto Stock Exchange-listed company, and also serves on its compensation committee and as chair of its audit committee.
• Tyler Proud is the CEO of OneMove Capital, a private investment firm, and a seasoned technology entrepreneur with extensive experience in vertical market software. Mr. Proud brings deep institutional knowledge to the slate as a co-founder, former chair of the board and former chief strategy officer of Dye & Durham. He is also co-founder and executive chairman of Avesdo Technologies, a leading real estate software company. His expertise in legal and real estate technology, combined with his direct history of value creation at Dye & Durham, positions him to restore the strategic direction absent from the current board. Mr. Proud holds an MBA from the University of Toronto.
• Ronnie Wahi brings over three decades of expertise in finance, operations and M&A (mergers and acquisitions), with a proven ability to guide businesses from inception through growth, transition and successful exit strategies. He has served on the boards of both private and publicly traded companies, including the Dye & Durham board from 2021 to 2024, where he chaired the audit committee and participated on the governance and nominating committee. Mr. Wahi was a founding shareholder and CFO of Dye & Durham from 2014 to 2018, where he led the company's strategic financial management, orchestrated numerous acquisitions and guided the organization through its initial public offering. Mr. Wahi previously built and operated several technology ventures that were subsequently acquired and integrated into larger organizations. He continues to manage private investments while providing strategic advisory services. Mr. Wahi holds a BSc in computing science from Staffordshire University in England and earned his CPA designation in British Columbia.

OneMove expects to file a circular in the coming weeks and issue other materials to further communicate its case for change at Dye & Durham and its vision for creating shareholder value.

About OneMove Capital Ltd.

OneMove Capital is a private investment firm focused on unlocking value in technology-enabled businesses through disciplined governance, strategic oversight and long-term shareholder alignment.

We seek Safe Harbor.