Mr. Bill Wood reports

SYLOGIST ANNOUNCES GOVERNANCE CHANGES TO DRIVE GROWTH AND VALUE CREATION

Sylogist Ltd. has provided certain select, pro-active governance updates to position Sylogist's business for accelerated growth and value creation.

Board chair succession planning

Barry Foster, who has served as chair of the Sylogist board since 2019, indicated to the board that he will step down as chair, effective as of the next annual meeting, providing an opportunity for orderly succession planning. Mr. Foster will continue to serve as a director.

"I am immensely proud of the work we have done over the past five years, transitioning Sylogist to a dynamic SaaS business, all with a view to creating long-term value for the company and its shareholders," Mr. Foster noted. "Having led the successful reconstitution of the Sylogist board, which is now composed of directors with strong industry experience, and as a significant shareholder, I feel it is time to start the process of identifying a new leader for the board who can continue to support management, provide fresh perspectives and build on the company's positive momentum to further long-term value creation for shareholders."

"Barry's leadership has played a key role in driving the transformation of the company and implementing important governance changes," said Bill Wood, director and chief executive officer of Sylogist. "I know the entire board appreciates Barry's leadership and looks forward to continuing to work with Barry as a fellow director where he will continue to contribute his financial acumen and deep knowledge of the business."

The board chair succession planning process will be overseen by the nominating and governance committee, chaired by Kim Fennell.

Board adopts special committee recommendations

A special committee of the board was formed on Sept. 12, 2025, in response to a threatened shareholder meeting requisition. Since that time, the committee has had constructive discussions with shareholders representing in aggregate more than 50 per cent of the issued and outstanding Sylogist shares. These engagements helped to inform recommendations of the special committee, which have been unanimously adopted by the board, including the formation of a business-scale subcommittee to be chaired by Andrea Ward.

Adoption of shareholder rights plan

Sylogist also announced that the board has unanimously adopted a shareholder rights plan, effective as of Oct. 27, 2025.

Consistent with Sylogist's commitment to strong corporate governance and in connection with the work of the special committee, the Sylogist board of directors accepted the committee's recommendation to adopt the rights plan pursuant to a shareholder rights plan agreement entered into with Computershare Trust Company of Canada as rights agent. The rights plan is a new-generation plan and is similar to plans recently adopted by other Canadian public companies. It is designed to ensure that all Sylogist shareholders are treated fairly in connection with any takeover bid and to protect against creeping bids, which involve the accumulation of more than 20 per cent, on an aggregate basis, of the Sylogist common shares through purchases exempt from applicable takeover bid rules. The rights plan has not been implemented in response to, or in anticipation of, any pending or threatened takeover bid.

While the rights plan is effective as of Oct. 27, 2025, it is subject to ratification by Sylogist's shareholders within six months of its adoption. Sylogist currently expects to seek shareholder ratification of the rights plan at a special meeting that would be called and held within that six-month period. The TSX has informed Sylogist that it has deferred its consideration of the acceptance for filing of the rights plan until such time as the TSX is satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202. Sylogist intends to reapply to the TSX for acceptance of the rights plan at such time as shareholder approval is received. If the rights plan is not approved by shareholders within that six-month period, it, together with the outstanding rights, will terminate and cease to be effective. A summary of the principal terms of the rights plan will be included in the management proxy circular to be sent to shareholders in connection with such meeting, and a complete copy of the rights plan is available under the company's profile on SEDAR+.

About Sylogist Ltd.

Sylogist provides mission-critical software-as-a-service solutions to over 2,000 public sector customers globally across the government, non-profit and education market segments. The company's stock is traded on the Toronto Stock Exchange under the symbol SYZ.

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