Sylogist Schedules Special Meeting of Shareholders for April 7, 2026

Executive Summary

• Sylogist Ltd. will hold a Special Meeting of Shareholders on April 7, 2026 in response to a requisition from activist investor OneMove Capital seeking four of seven board seats.
• Over 35% of shareholders, including the largest holder PenderFund Capital Management, have indicated support for the Company’s opposition to the requisition.
• Errol Olsen has been appointed Board Chair effective immediately, completing the planned succession ahead of schedule.

Key Details

• Special Meeting: Scheduled for April 7, 2026; called to consider OneMove Capital Ltd.’s shareholder requisition demanding disproportionate board representation (four of seven seats).
• Shareholder Support: More than 35% of outstanding shares have expressed support for the Company’s stance against the requisition; largest shareholder PenderFund Capital Management is among supporters.
• Board Chair Appointment: Errol Olsen appointed Board Chair effective immediately, succeeding Barry Foster who stepped down in October 2025 after serving since 2019.
• Governance Actions:
• Adoption of a shareholder rights plan to protect all shareholders in any takeover bid.
• Formation (Oct 2025) of a Business Scale Committee chaired by Andrea Ward to align long‑term strategy with execution and improve forecasting.
• Interim President & CEO Craig O’Neill appointed in Jan 2026; permanent CEO search underway.
• OneMove’s Demands: Seeking four of seven board seats (≈60% control) despite holding a much smaller ownership stake, which the Board deems “disproportionate” and “costly.”
• Board Offer to OneMove: Company offered one director seat proportional to OneMove’s investment; offer rejected, leading to the requisition.
• Proxy Contest Implications: The Board warns that a proxy contest would divert resources, management focus, and capital away from executing strategy and serving customers.
• Shareholder Materials: Detailed recommendations will be provided in the Management Information Circular mailed prior to the meeting; no immediate action required from shareholders.

Notable Quotes

• “Sylogist has a refreshed and engaged Board of Directors that has taken decisive action to position the Company for success.” – Tracy Edkins, Board Member & Special Committee Chair
• “We will continue acting in the best interests of all shareholders — not just one activist with outsized demands.” – Errol Olsen, Board Chair

Materiality Assessment: Material – Neutral (significant governance dispute and upcoming shareholder vote that could affect board composition and company direction).