An anonymous director reports

DYE & DURHAM PROVIDES UPDATE REGARDING FINANCIAL STATEMENTS AND ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Dye & Durham Ltd. will be further delayed in filing its audited consolidated financial statements for fiscal year 2025 and its quarterly unaudited consolidated financial statements for the fiscal quarter ended Sept. 30, 2025 (Q1 (first quarter)), along with the related management discussion and analysis, and chief executive officer and chief financial officer certificates relating to the financial statements. As a result of the delay in filing the annual financial statements, the company also announced that it will apply to court for further relief to reschedule its annual general and special meeting of shareholders, which was scheduled to be held on Dec. 31, 2025.

Financial statements

The auditor has advised it requires additional time to review certain historical accounting practices relating to revenue recognition of the company's prior management. The matters being assessed are relevant to the periods covered by the current and previously filed audited financial statements and as a result are also relevant to the current audit. The company's current management has reviewed these same matters and has concluded that the cumulative adjustments to the financial statements related to prior audit periods would be immaterial.

The company's management has provided all working papers to the company's auditor and continues to provide information as requested to allow the auditor and management to consider the company's past accounting practices and complete the audit. The auditor has informed the company that it will not be in a position to provide an audit opinion on the annual financial statements until it has completed its review. The company will provide an update as to the timing of the filing of the financial statements once available.

The failure-to-file cease trade order that was issued by the Ontario Securities Commission on Dec. 15, 2025, will remain in place until such time as the company is able to file the required filings.

Annual general and special meeting of shareholders

As a result of this delay, the company is unable to satisfy the requirements of the previously granted order of the Ontario Superior Court of Justice to hold the meeting on Dec. 31, 2025, and will apply to the court for further relief to reschedule the meeting. The company will also establish a new record date for the meeting, which will be announced separately. New meeting materials will be mailed by the company to shareholders of record in advance of the meeting.

The company intends to apply to the court for an exemption from the corporate law requirement that the meeting occur within six months of the period end date of the annual financial statements. Court materials related to this application will be filed on the SEDAR+ once available.

About Dye & Durham Ltd.

Dye & Durham provides premier practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions, and enables the essential payments infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, Australia and South Africa.

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