Sylogist Files Management Information Circular in Connection with Annual and Special Meeting of Shareholders

Board unanimously recommends shareholders vote FOR its six director nominees, plus Board-supported OneMove director nominee Mary Filippelli, using only the BLUE proxy
Shareholders should WITHHOLD from OneMove’s three remaining OneMove nominees
Board unanimously recommends voting FOR ratification of Shareholder Rights Plan well before the Proxy voting deadline of May 8, 2026 at 10:00 AM MT
Shareholders who have questions or require assistance voting should contact Laurel Hill Advisory Group Toll-Free by calling 1-877-452-7184 (Canada & USA) or 1-416-304-0211 (international), texting "INFO" to either number, or e-mailing assistance@laurelhill.com

CALGARY, Alberta, April 17, 2026 (GLOBE NEWSWIRE) -- Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Company"), a leading public sector SaaS company, today announced that it has filed its management information circular (the "Circular") together with its BLUE form of proxy in connection with the Annual and Special Meeting of Shareholders (the "Meeting") to be held on May 12, 2026. The Circular sets out the Board's recommendations and provides shareholders with the information they need to make an informed decision at the Meeting. The Circular is available at www.sylogist.com/agm-sm and under the Company's profile on SEDAR+ at www.sedarplus.ca.

It’s Up to Shareholders to Protect the Value of Their Investment in Sylogist

Shareholders are faced with a choice:

The first path ensures that Sylogist continues to be led by a refreshed Board with deep SaaS expertise. The Board has taken decisive action to strengthen governance, appoint a new CEO, assemble elite SaaS leadership, and is now executing a disciplined plan to restore and enhance value for all shareholders.
The alternate path is OneMove Capital (“OneMove”), Tyler Proud and his slate of nominees. Mr. Proud is an activist investor with a documented history of value destruction and changing demands that threatens to leave all stakeholders worse off.

The Board of Directors unanimously recommends that shareholders vote using only the BLUE proxy as follows:

FOR the appointment of KPMG LLP as auditors of the Company for the ensuing year
FOR the election of Errol Olsen, J. Kim Fennell, Andrea Ward, Tracy Edkins, Aziz Benmalek, and Andrew Shen as Sylogist's director nominees, and Mary Filippelli as the Board's supported OneMove nominee
WITHHOLD from the remaining three OneMove nominees: Jonny Franklin-Adams, Rhonda Bassett-Spiers, and Tyler Proud
FOR ratification of the Company’s Shareholder Rights Plan, amended on April 14, 2026

"Your Board has engaged meaningfully with Mr. Proud, has listened carefully to shareholders and considered the best interests of Sylogist and all of its shareholders. Consistent with what those shareholders asked for, Sylogist made all reasonable efforts to deliver the fair, proportionate outcome it believes is right for the Company," said Errol Olsen, Board Chair of Sylogist. "We have offered OneMove representation on the Board consistent with Mr. Proud's ownership interest — repeatedly, and on reasonable terms. We have also expressed a willingness to work with Mr. Proud in other ways, including giving him an opportunity to provide meaningful and appropriate input and participation in the Company’s governance changes and specifically in connection with the search for our permanent CEO. He has refused at every turn. On May 12, shareholders can implement the fair settlement themselves. We urge them to vote with Sylogist on the BLUE proxy."

A Fair and Proportionate Compromise — Delivered by the Board, Refused by Mr. Proud

Consistent with its position from the outset, the Board supports giving OneMove proportional representation on the Board. That is why the Board recommends that in addition to voting for its six director nominees, shareholders also vote for OneMove director nominee Mary Filippelli on the BLUE proxy. This is a fair and proportionate compromise, supported by a number of Sylogist's largest shareholders, that Mr. Proud has refused to accept.

Through months of engagement, the Company repeatedly offered Mr. Proud board representation proportional to his ownership interest, consistent with what the Company had previously provided to another large shareholder, together with a meaningful opportunity to participate in the Company’s governance changes, including the search for its permanent CEO. At each stage of those negotiations, Mr. Proud continued to “move the goalposts” for settlement and was unwilling to take "yes" for an answer.

Instead, OneMove is seeking majority control of four of seven Board seats — nearly four times Mr. Proud's ownership interest in the Company — without paying shareholders a premium for that control. Worse still, if Mr. Proud succeeds in installing his hand-picked board majority, he intends to seek reimbursement from Sylogist for his legal and solicitation costs — meaning shareholders would be made to pay for both sides of his takeover attempt.

Reasons to WITHHOLD from OneMove's Remaining Nominees

Tyler Proud's involvement at Dye & Durham has been chaotic, including failed litigation against Dye & Durham and has coincided with approximately $1.1 billion in shareholder value destruction and an 87% share price decline between December 2024 and December 2025. His conduct at Sylogist has been similarly tumultuous, characterized by unrelenting disruption and agitation, shifting demands, baseless rhetoric and last-minute slate changes.

OneMove's remaining nominees lack the relevant public company and SaaS industry experience required to oversee Sylogist's transformation. Mr. Proud's eleventh-hour substitution of a UK-based investment banker with no disclosed public sector software experience raises serious questions about the rigour of his process, as does his conduct regarding the Company’s CEO search. After publicly announcing that OneMove had identified "a world-class CEO candidate who is ready to join Sylogist immediately," Mr. Proud has consistently refused to provide the name of this individual for Sylogist to consider, and he subsequently asked the Company to send him the job description so he could "pass it on and see if they are interested," raising questions about whether this candidate actually exists.

A Refreshed Board Executing a Clear Plan

Sylogist’s Board has taken decisive action to refresh the Board, strengthen governance and position Sylogist for long-term value creation. All six Company director nominees have served on the Board for under three years and bring deep SaaS operating expertise — exactly what Sylogist's transformation requires:

Errol Olsen (Board Chair, appointed February 2026) — 25+ years of finance leadership at high-growth software companies including Traction on Demand and Absolute Software
J. Kim Fennell — 35+ year Silicon Valley veteran, three-time software CEO, five years at Uber, 24 years of public company board experience
Andrea Ward — 25+ years scaling SaaS businesses; executive roles at Oracle, Adobe, Magento, and VidMob
Tracy Edkins — 20+ years of human capital expertise at Splunk, eBay, and Starbucks Canada
Aziz Benmalek — 25+ years in global software; cloud and SaaS expertise from Microsoft, Splunk, and Sage
Andrew Shen — Co-founder of Shen Capital Partners; Chairman of Flexion Mobile; deep software investing and capital markets experience

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Mary Filippelli (Board-supported OneMove nominee) — Former Vice Chair and Managing Partner at Deloitte Canada; board experience at Fidelity Investments Canada, Canadian Western Bank, and Ontario Power Generation

The Board Has Taken Decisive Action

Despite the distraction of OneMove's proxy contest, the Board has remained focused on execution, including:

Advancing its board refreshment by adding Andrew Shen as a longer-serving Director rotates off the Board and supporting Mary Filippelli for election at the Meeting,
Overseeing responsible leadership change by appointing Craig O'Neill as Interim President and CEO and executing a rigorous, thoughtful and professional search for a new permanent CEO,
Driving enhanced execution by forming the Business Operations Committee to accelerate go-to-market execution,
Engaging a financial advisor to review business strategy and capital allocation.

Vote FOR the Shareholder Rights Plan

The Board unanimously recommends shareholders vote FOR ratification of the Shareholder Rights Plan. The Plan is a standard “New Generation Rights Plan” that conforms to the rights plans broadly adopted by TSX issuers to protect all shareholders from a creeping takeover by ensuring anyone seeking control of the Company must make an offer to all shareholders. Mr. Proud's opposition to the Plan, while he is aggressively accumulating shares, seeking majority Board control, and adding an investment banker, per Mr. Proud’s April 13 disclosure “… to chair the strategic committee that OneMove's nominees are committed to establishing to oversee a comprehensive review of strategic alternatives” raises serious questions about his intentions.

How to Vote

Shareholders are urged to vote using only the BLUE proxy or BLUE voting instruction form well in advance of the proxy voting deadline of May 8, 2026, at 10:00 AM MT. Shareholders who have questions or require assistance voting should contact Sylogist's proxy solicitation agent:

Laurel Hill Advisory Group Toll-Free (Canada & U.S.): 1-877-452-7184 | International: 1-416-304-0211 Text "INFO" to either number | Email: assistance@laurelhill.com

TSX Review of Shareholder Rights Plan

Sylogist also announced that, consistent with normal practice, it has been notified by the Toronto Stock Exchange that the TSX will defer consideration of the acceptance of the Company’s amended and restated shareholder rights plan (the “Rights Plan”) until (i) such time as it is satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202 – Take-Over Bids – Defensive Tactics in any take-over bid for the Company; and (ii) the ratification of the Rights Plan by shareholders at the Meeting (or any postponement or adjournment thereof). As previously disclosed, the Company’s shareholder rights plan was originally adopted on October 27, 2025 and it is designed to ensure that all Sylogist shareholders are treated fairly in connection with any take-over bid and to protect against “creeping bids”, which involve the accumulation of more than 20%, on an aggregate basis, of the Sylogist common shares through purchases exempt from applicable take over-bid rules. The Rights Plan has not been implemented in response to, or in anticipation of, any pending or threatened take-over bid. The amended and restated shareholder rights plan was adopted to, among other things, extend the period for the rights plan to be considered by shareholders to the end of the Meeting.

About Sylogist

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. Information about Sylogist can be found at www.sedarplus.ca or at www.sylogist.com.

Media Contact:

FGS Longview
Joel Shaffer, Justine Hall
sylogist@fgslongview.com

Forward-looking Statements

Certain statements in this news release may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements typically use words such as will, believe, intend, ensure, would or continue, or the negative of these terms, variations thereof or similar terminology. By their very nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties, both general and specific in nature. It is therefore possible that the beliefs and plans and other forward-looking expectations expressed herein will not be achieved or will prove inaccurate. Forward-looking statements in this news release include those relating to the potential for continued engagement with OneMove, the execution of the plan to restore and enhance shareholder value, the intentions of OneMove and the impact of electing its nominees, the outcome of the votes at the Meeting, the potential requirement for the Company to pay OneMove’s expenses at the meeting, the timeline for resubmitting the Rights Plan for approval by the TSX, the outcome of such resubmission, the potential ratification of the Rights Plan by shareholders. Although Sylogist believes that the expectations reflected in these forward-looking statements are reasonable, it provides no assurance that these expectations will prove to have been correct. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Such risks and uncertainties include the possibility of further engagement with OneMove, that the execution of the Company’s plan will yield the results anticipated on the expected timelines or at all, that the outcome of the votes at the Meeting will have the anticipated impact, the amount and nature of OneMove’s expenses, which could be material to the Company, the nature and extent of OneMove’s intentions and their potential adverse or other impact on the business, operations and financial condition of the Company, that the Rights Plan will be resubmitted to the TSX for approval on the timelines anticipated or at all, that such approval will not be received on the timelines anticipated or at all and the impact of such ratification or the failure to obtain such ratification. Additional information regarding some of these risks, uncertainties and other factors may be found in the Company’s Annual Information Form for year ended December 31, 2025, and in the Management’s Discussion and Analysis for the year and quarter ended December 31, 2025, and other documents available on the Company’s profile at www.sedarplus.ca. Although, Sylogist believes that the material assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur. Sylogist disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

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