Mr. Craig O'Neill reports
THE COMPANY REMAINS OPEN TO CONSTRUCTIVE DIALOG; REITERATES FOCUS ON EXECUTION AND GOVERNANCE CHANGES FOR CONTINUED EVOLUTION TO A DYNAMIC SAAS BUSINESS
Sylogist Ltd. has received a shareholder meeting requisition notice pursuant to Section 142 of the Business Corporations Act (Alberta) dated Jan. 29, 2026, from OneMove Capital LLC. The company is reviewing the requisition with the assistance of its professional advisers and will respond appropriately in due course. In the meantime, there is no need for shareholders to take any action.
The company remains open to constructive dialog
with
shareholders
The dissident purports to hold approximately 9.09 per cent of the issued and outstanding common shares of the company. The dissident's requisition proposes that its four nominees -- including Tyler Proud personally -- be elected to replace three of the company's existing directors. This would result in the dissident having a controlling position on the board with four of seven seats.
Over the past five months, the company's engagement with the dissident has been led by the special committee of the board, established to respond to the dissident's initial approach in September, 2025. During this time, the special committee has made significant good faith efforts to reach a negotiated settlement with the dissident, including offering a similar board representation agreement to that of the company's largest shareholder. The dissident has declined this offer. Notwithstanding the dissident's current position, the company remains open to continuing the dialogue to find a mutually agreeable solution that is in the best interests of the company.
Sylogist reiterates focus on execution and
governance changes
In recent months, Sylogist's board has initiated various governance changes and other steps to help better position Sylogist for its continued evolution to a dynamic SaaS-(software-as-a-service)-focused business and to help drive growth and value creation for the benefit of all shareholders. These steps have included:
- The commencement of a board chair succession planning process, which is being overseen by a reconstituted nominating and governance committee;
- The formation of the board's business scale committee which has a mandate to ensure that long-term strategic business goals are aligned with focused execution across management disciplines and that processes and performance measures are implemented to improve operational effectiveness, forecasting and transparency;
- A change in executive leadership, appointing Craig O'Neill as interim chief executive officer, to support Sylogist's team in executing on the company's strategy and operational priorities. Mr. O'Neill comes to the role with deep software development know-how, proven go-to-market expertise and a demonstrated ability to create positive, high-performing cultures.
As it has in the past, the company welcomes the perspectives of its shareholders and looks forward to a continued dialogue with shareholders, including the dissident. The board and management team will continue to prioritize good governance and perform their duties in the best interests of the company.
About Sylogist
Ltd.
Sylogist provides mission-critical SaaS (software-as-a-service) solutions to over 2,000 public sector customers globally across the government, non-profit and education verticals.
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