An anonymous director of OneMove reports

ONEMOVE CAPITAL RESPONDS TO SYLOGIST BOARD'S CLEAR INTENTION TO CONTINUE FAILED STATUS QUO STRATEGY AND EXECUTION FOLLOWING DISMAL Q4 RESULTS

OneMove Capital Ltd., the largest independent shareholder of Sylogist Ltd., owning approximately 15 per cent of the company's outstanding shares, today responded to the Sylogist Ltd. board of directors' clear intention to maintain its failed status quo strategy and execution following dismal Q4 earnings. OneMove also announced that, in response to the company's broken chief executive officer search process, it has independently identified a world-class CEO candidate who is ready to join Sylogist immediately.

Another quarter of failed strategy and execution

The dismal results speak for themselves. Worse, the earnings call clearly exposed that the company has no intention to change course. Despite years of declining profitability, five consecutive earnings misses and a stock near multidecade lows, the board's plan is to pursue the same failed strategy, using the same failed approach, under the same failed leadership structure.

Shareholders have suffered through more than three years of value destruction under the guise of a PenderFund transformation. Despite that reality, the earnings call confirmed that the board expects shareholders to accept a continuation of that same strategy with no end in sight. The company provided no guidance, no timeline for when the "transformation" ends, no path to accelerate growth, no willingness to cut costs, rethink strategy or change direction in any meaningful way. The board's message to shareholders is clear: stay the course and hope for the best.

The board confirms it does not understand the business

Shareholders cannot afford any more status quo oversight at Sylogist. A real plan, executed by a world-class chief executive officer and overseen by a board that knows the business and can ensure effective execution must be put in place on May 12. The current board, however, has indicated it will take "inside of two quarters" to find a permanent CEO. That is potentially six months of drift for a company in crisis, trading near multidecade lows and generating sub-10-per-cent EBITDA (earnings before interest, taxes, depreciation and amortization) margins.

The interim CEO, Craig O'Neill, on the earnings call confirmed the board and management team's lack of both understanding of Sylogist's business and refusal to change course:

• "I know just enough to be dangerous." Mr. O'Neill served on the board for four years, yet admits he still does not fully understand the business he now leads.
• "I haven't fully got the mandate to start making changes yet." Six weeks in and the board still has not empowered him to act. Who is running this company?
• "My mandate was to assess and tee up priorities for the new person." He was not brought in to execute -- he is simply a caretaker running an assessment exercise while shareholder value continues to erode.
• "We can't generate demand." The company openly admits that it does not understand how to accelerate growth and capitalize on its attractive assets and market position.

Further, when pressed on AI (artificial intelligence), the answer was "starting a project next week, if not the week after." While every serious software company has been executing on AI for two years, this board has sat idly by to the detriment of shareholders. This board is not acting in the best interests of shareholders and is not planning a turnaround. It is planning to continue doing exactly what has failed for more than six years.

OneMove has the right plan and the right team

Shareholders need a clear timeline, an actionable plan and trustworthy directors. OneMove has presented a clear plan and has been working urgently to put the right pieces in place to lead an effective turnaround at the company starting on day 1. Specifically:

• A world-class CEO candidate has been identified and is ready to serve shareholders. OneMove has worked diligently to identify a highly qualified operator with deep expertise in enterprise software, business restructuring and strategic M&A (merger and acquisition) who is prepared to start on May 12 when OneMove's slate is elected.
• Immediate action plan in place. OneMove has developed a clear and actionable plan, comprising initiatives to right-size the cost structure, refocus the business on its highest-value assets and initiate a comprehensive strategic review, including evaluating a potential sale of the company. With the right board and CEO, the plan is designed in the best interests of shareholders and to unlock the significant value that has been trapped under this board.

Overwhelming shareholder support for change

With the right leadership, OneMove is confident that Sylogist can command a valuation that reflects the true worth of its mission-critical software assets, and has backed its deep conviction with capital, increasing its ownership to approximately 15 per cent of outstanding shares.

Outside of PenderFund, the message from Sylogist shareholders has been overwhelming -- this board has lost the confidence of the market and change is needed now. Trading near $3.65 per share and at a deep discount to public sector software peers, the market has rendered its verdict. Trust must be rebuilt from the ground up, and that starts with the election on May 12 of the right directors to appoint the right new CEO and oversee the right strategic plan.

About OneMove Capital Ltd.

OneMove Capital is a private investment firm focused on small and mid-cap public companies where active engagement and governance improvements can unlock shareholder value. OneMove is an approximately 15-per-cent shareholder of Sylogist.

We seek Safe Harbor.