An anonymous director reports
SYLOGIST ANNOUNCES RENEWAL OF ITS NCIB AND DECLARES QUARTERLY DIVIDEND
The Toronto Stock Exchange has approved Sylogist Ltd.'s notice of intention to make a normal course issuer bid (NCIB), which will be effective Feb. 19, 2026. Sylogist believes that from time to time, the market price of the Sylogist common shares may not reflect their underlying or intrinsic value, and that, at such times, the purchase of common shares for cancellation will increase the proportionate interest of, and be advantageous to, all remaining holders of common shares.
As of Feb. 5, 2026, there are 23,389,577 common shares issued and outstanding, 22,589,922 of which shares constitute the public float. Under the NCIB, Sylogist is permitted to purchase up to 2,258,992 common shares, representing 10 per cent of the public float. The average daily trading volume (ADTV) for the six months prior to date of the NCIB (being August, 2025, to January, 2026) was 66,437 common shares and the daily purchase limit under the NCIB (being 25 per cent of the ADTV) will be 16,609 common shares. Sylogist will purchase the common shares on the open market through the facilities of the TSX and/or alternative Canadian trading systems. The price that Sylogist will pay for any common shares purchased will be the prevailing market price of such common shares at the time of purchase. Decisions regarding purchases of common shares pursuant to the NCIB will be made by Sylogist. The common shares acquired pursuant to the NCIB will be cancelled. The NCIB will terminate on the earlier of: (i) Feb. 18, 2027' or (ii) when permitted purchases thereunder are completed. Sylogist may otherwise elect to terminate the NCIB at any time.
The NCIB renews Sylogist's previous normal course issuer bid, under which Sylogist had approval from the TSX to purchase up to 2,258,532 common shares. Under the prior bid, Sylogist completed the purchase of 19,100 common shares on the TSX at a weighted average price of $9.17 per share. That bid was effective from Nov. 28, 2024, to Nov. 27, 2025.
In connection with the NCIB program, Sylogist has entered into an automatic repurchase plan (ASPP) with its designated broker to allow for purchases of its common shares during certain predetermined blackout periods, based on Sylogist instructions provided when not in blackout, should Sylogist determine to proceed with purchases under the ASPP. Outside of these predetermined blackout periods, any repurchases of common shares will be in accordance with management's discretion, subject to applicable law. Although Sylogist has a present intention to acquire its common shares pursuant to the NCIB program, Sylogist will not be obligated to make any purchases under this NCIB.
Sylogist is also pleased to announce that its board of directors has declared a dividend of one cent per share on its common shares to shareholders of record on Feb. 28, 2026, payable on March 11, 2026. All dividends paid by Sylogist to holders of common shares in the capital of the company will be treated as eligible dividends pursuant to the Income Tax Act (Canada).
About Sylogist Ltd.
Sylogist provides mission-critical SaaS (software-as-a-service) solutions to 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. Information about Sylogist, inclusive of full financial statements together with management's discussion and analysis, can be found on SEDAR+ and the company's website.
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