An anonymous director reports

LEADING INDEPENDENT PROXY ADVISORY FIRM GIVES FULL ENDORSEMENT TO SYLOGIST-ENDORSED NOMINEES, REJECTS ONEMOVE'S CASE

Leading independent proxy advisory firm Institutional Shareholder Services Inc. has recommended that shareholders vote for Sylogist Ltd.'s six director nominees and board-supported OneMove nominee Mary Filippelli, using only the blue proxy, at the annual and special meeting of shareholders to be held on May 12, 2026. Shareholders are urged to vote well in advance of the proxy voting deadline of May 8, 2026, at 10 a.m. MT.

The management information circular and blue form of proxy are available at the Sylogist website and under the corporation's profile on SEDAR+.

Independent Proxy advisory firm recommendation

In its report to shareholders, ISS stated that OneMove "has not established a compelling case at this time for additional change, much less a majority position."

ISS made its recommendations following engagement with both Sylogist and Tyler Proud. It has assessed the facts, and it has reached an informed and independent conclusion. These provide clear, independent validation for the board's approach of having repeatedly sought constructive engagement and reasonable settlement with Mr. Proud. ISS also noted that the board has listened to shareholder feedback and taken appropriate actions to drive the business forward despite the chaos. ISS also made clear that it is Mr. Proud who has repeatedly chosen conflict over the corporation's best interests.

ISS specifically recognized:

• The board has responded appropriately to shareholder concerns, through leadership change, governance refreshment and its decision to support dissident nominee Ms. Filippelli.
• "[Mr.] Proud advanced a broad and evolving set of demands," "the board substantively addressed several of these points during negotiations," and an early miscalculation of shareholder support may have driven his decision to escalate rather than settle.
• OneMove's slate and chief executive officer claims provide "little assurance that the dissident has thoughtfully considered board composition and raises questions regarding whether the dissident's intended CEO has capacity to work with a board that does not remain aligned with the dissident agenda."
• It found "no reason to conclude that the ongoing CEO search will not be conducted in accordance with the best interests of shareholders."

ISS also recommended shareholders vote for ratification of the shareholder rights plan, noting that such plans "ensure that shareholders are treated equally in a control transaction by precluding creeping acquisitions or the acquisition of a control block through private agreements between a few large shareholders."

Glass Lewis, another proxy advisory firm, also issued a report. Although Glass Lewis declined to engage with the corporation, and its report contains certain inaccuracies, its core conclusion concurred with ISS that Mr. Proud and OneMove have not made the case for majority change. Glass Lewis did support the majority of Sylogist's recommendations, but recommended support for one of OneMove's nominees and a withhold vote on one of the incumbents.

A fair and proportionate compromise

The board's recommendation reflects a fair and proportionate outcome: proportional OneMove representation on the board, consistent with Mr. Proud's ownership interest. This position is supported by ISS and many of the corporation's largest shareholders. Mr. Proud has refused to accept an outcome that is in the interests of all shareholders, instead demanding majority control of four of seven board seats -- nearly four times his ownership interest -- without paying shareholders a premium for that control.

Board recommendation

The board of directors unanimously recommends that shareholders vote using only the blue proxy or blue voting instruction form as follows.

How to vote

Shareholders are urged to vote well in advance of the proxy voting deadline of May 8, 2026, at 10 a.m. MT. Votes may be cast on-line, by telephone at 1-866-732-VOTE (8683) toll-free in North America, or by completing and returning the blue form of proxy in the prepaid envelope provided.

Shareholder questions or require voting assistance?

If you have questions or require assistance voting, please contact Sylogist's proxy solicitation agent, Laurel Hill Advisory Group, at toll-free (Canada and the United States): 1-877-452-7184 or international: 1-416-304-0211, text INFO to either number or e-mail: assistance@laurelhill.com.

About Sylogist Ltd.

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

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