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Sylogist Receives Shareholder Requisition

  • The Company Remains Open to Constructive Dialog
  • Reiterates Focus on Execution and Governance Changes for Continued Evolution to a Dynamic SaaS Business

CALGARY, Alberta, Feb. 04, 2026 (GLOBE NEWSWIRE) — Sylogist Ltd. (TSX: SYZ) (“Sylogist” or the “Company”), a leading public sector SaaS company, today announced that it has received a shareholder meeting requisition notice pursuant to section 142 of the Business Corporations Act (Alberta) dated January 29, 2026 from OneMove Capital LLC (the “dissident”). The Company is reviewing the requisition with the assistance of its professional advisors and will respond appropriately in due course. In the meantime, there is no need for shareholders to take any action.

The Company Remains Open to Constructive Dialog with Shareholders

The dissident purports to hold approximately 9.09% of the issued and outstanding common shares of the Company. The dissident’s requisition proposes that its four nominees – including Tyler Proud personally – be elected to replace three of the Company’s existing directors. This would result in the dissident having a controlling position on the board with four of seven seats.

Over the past five months, the Company’s engagement with the dissident has been led by the special committee of the board, established to respond to the dissident’s initial approach in September 2025. During this time, the special committee has made significant good faith efforts to reach a negotiated settlement with the dissident, including offering a similar board representation agreement to that of the Company’s largest shareholder. The dissident has declined this offer. Notwithstanding the dissident’s current position, the Company remains open to continuing the dialogue to find a mutually agreeable solution that is in the best interests of the Company.

Sylogist Reiterates Focus on Execution and Governance Changes

In recent months, Sylogist’s board has initiated various governance changes and other steps to help better position Sylogist for its continued evolution to a dynamic SaaS-focused business and to help drive growth and value creation for the benefit of all shareholders. These steps have included:

  • the commencement of a board chair succession planning process, which is being overseen by a reconstituted Nominating and Governance Committee,
  • the formation of the board’s business scale committee which has a mandate to ensure that long term strategic business goals are aligned with focused execution across management disciplines, and that processes and performance measures are implemented to improve operational effectiveness, forecasting and transparency, and
  • a change in executive leadership, appointing Craig O’Neill as Interim CEO to support Sylogist’s team in executing on the Company’s strategy and operational priorities. Mr. O’Neill comes to the role with deep software development know-how, proven go-to-market expertise, and a demonstrated ability to create positive, high-performing cultures.

As it has in the past, the Company welcomes the perspectives of its shareholders and looks forward to an ongoing dialogue with shareholders, including the dissident. The board and management team will continue to prioritize good governance and perform their duties in the best interests of the Company.

About Sylogist

Sylogist provides mission-critical SaaS solutions to over 2,000 public sector customers globally across the government, nonprofit, and education verticals. The Company’s stock is traded on the Toronto Stock Exchange under the symbol SYZ. Information about Sylogist, inclusive of full financial statements together with Management’s Discussion and Analysis, can be found at www.sedarplus.ca or at www.sylogist.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 expect, foresee, believe, estimate, project, anticipate, plan, may, should, could and would, or the negative of these terms, variations thereof or similar terminology. Forward-looking information in this news release includes statements made with respect to the Company’s continued evolution to a SaaS-focused business, Company growth and value creation, alignment of strategic business goals with focused execution, and the implementation of processes and performance measures and potential benefits therefrom. 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. 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. 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, 2024, and in the Management’s Discussion and Analysis for the quarter ended June 30, 2025 and the year ended December 31, 2024, 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.

Shareholder questions? Please contact Laurel Hill Advisory Group by email at assistance@laurelhill.com, or by calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).

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