Mr. Errol Olsen reports

SYLOGIST SCHEDULES SPECIAL MEETING OF SHAREHOLDERS FOR APRIL 7, 2026

Sylogist Ltd. will hold a special meeting of shareholders on April 7, 2026, in response to the shareholder requisition received from OneMove Capital Ltd. and its principal Tyler Proud.

OneMove's expanding demands have forced an expensive and distracting proxy contest

"Sylogist has a refreshed and engaged board of directors that has taken decisive action to position the company for success," said board member and special committee chair Tracy Edkins. "Tyler Proud previously asked to add one director nominee to the board -- proportional to OneMove's investment in Sylogist -- and the company has consistently indicated its willingness to accept one nominee. Unfortunately, Mr. Proud has refused to take yes for an answer. Instead, he has repeatedly moved the goal posts for settlement, and is now forcing an expensive and distracting proxy contest that demands majority control -- almost 60 per cent of the Sylogist board -- including a seat for Mr. Proud personally. That is almost six times OneMove's ownership interest in the company."

Sylogist has heard directly from shareholders holding over 35 per cent of the company's shares -- including the company's largest shareholder, PenderFund Capital Management Ltd. -- which have indicated they support Sylogist's opposition to the requisition. A common thread amongst shareholders is concern with Mr. Proud's record, frustration with Mr. Proud's ever changing demands and associated distraction to the company, and opposition to his requisition. While Sylogist remains open to constructive dialogue and solutions that serve the best interests of the company, the board will not put the interests of one shareholder ahead of the interests of the company and all shareholders.

Board of directors focused on enhancing value and execution

The board has moved decisively in recent months to strengthen governance, enhance operational focus and position the company for sustainable growth. Many of these actions have been informed by the company's extensive and continuing consultations with shareholders.

• Errol Olsen has been appointed board chair, effective immediately, completing the planned succession process ahead of schedule. Mr. Olsen brings over 25 years of software-as-a-service, public company finance and leadership experience. Barry Foster, who announced his intention to step down as board chair in October, 2025, has served as chair since 2019. He led the successful transition of Sylogist to a SaaS business and has been instrumental in reshaping the board over the past two years to add industry experience, cross-disciplinary expertise, diversity of thought and a proven record of scaling businesses.
• In October, 2025, the company announced the formation of a new business scale committee, chaired by Andrea Ward, with a mandate to align long-term strategic goals with focused execution, improve operational effectiveness, and enhance forecasting and transparency.
• The company adopted a shareholder rights plan designed to ensure that all Sylogist shareholders are treated fairly in connection with any takeover bid.
• In January, 2026, the company announced a change in senior leadership, appointing Craig O'Neill as interim president and chief executive officer. Mr. O'Neill brings SaaS expertise, proven go-to-market capabilities, and relevant company and industry experience. Mr. O'Neill has previously served on Sylogist's board, and has the capabilities and experience to provide stability and continuity for Sylogist. The company is conducting a comprehensive search for a permanent CEO to lead the company into its next phase of growth.
• The board remains open to constructive dialogue and feedback on further enhancements that serve the best interests of the company and all shareholders.

"The board appreciates Barry's continued commitment to a smooth transition of board leadership, and we are united in our focus on strategic execution, operational excellence and long-term value creation," said Mr. Olsen. "We've taken decisive governance steps, and we will continue acting in the best interests of all shareholders -- not just one activist with outsized demands."

Protecting the interests of all shareholders

Over the past five months, the board has engaged constructively with OneMove in an attempt to reach a mutually agreeable solution, but these efforts have been rebuffed. As a response to Mr. Proud's request, the board offered OneMove the ability to appoint one director to the board, proportional to its investment and consistent with the representation of other major shareholders. Instead of accepting that offer, OneMove broadened its demands and requisitioned a meeting where OneMove is seeking four of seven board seats -- effective control of Sylogist, and far out of proportion to its share ownership -- including a seat for Mr. Proud personally.

Sylogist had been negotiating with Mr. Proud in good faith, in the hopes of avoiding a costly proxy contest. Pursuing a proxy contest diverts resources, management focus and capital away from executing Sylogist's strategy and serving customers. OneMove's shifting demands are not consistent with the best interests of the company and all shareholders.

The board will provide shareholders with detailed information regarding its recommendations in the management information circular to be mailed in advance of the meeting. There is no action for shareholders to take at this time.

About Sylogist Ltd.

Sylogist provides mission-critical SaaS 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.

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