Sylogist Schedules Special Meeting of Shareholders for April 7, 2026

• Over 35% of shareholders indicated support for opposing the dissident requisition
• Significant concern with activist OneMove’s track record of value destruction
• OneMove Capital and Tyler Proud seek disproportionate representation on Board, forcing costly and unnecessary proxy contest
• Errol Olsen appointed Board Chair of Sylogist

Calgary, Alberta–(Newsfile Corp. – February 18, 2026) – Sylogist Ltd. (TSX: SYZ) (“Sylogist” or the “Company”), a leading public sector SaaS company, today announced that it will hold a Special Meeting of Shareholders (the “Meeting”) on April 7, 2026 in response to the shareholder requisition received from OneMove Capital Ltd. (“OneMove”) and its principal, Tyler Proud.

OneMove’s Expanding Demands Have Forced an Expensive and Distracting Proxy Contest

“Sylogist has a refreshed and engaged Board of Directors that has taken decisive action to position the Company for success,” said Board Member and Special Committee Chair Tracy Edkins. “Tyler Proud previously asked to add one director nominee to the Board — proportional to OneMove’s investment in Sylogist — and the Company has consistently indicated its willingness to accept one nominee. Unfortunately, Mr. Proud has refused to take ‘yes’ for an answer. Instead, he has repeatedly moved the goal posts for settlement, and is now forcing an expensive and distracting proxy contest that demands majority control — almost 60% of the Sylogist Board — including a seat for Mr. Proud personally. That is almost six times OneMove’s ownership interest in the Company.”

Sylogist has heard directly from shareholders holding over 35% of the Company’s shares — including the Company’s largest shareholder, PenderFund Capital Management Ltd. — who have indicated they support Sylogist’s opposition to the requisition. A common thread amongst shareholders is concern with Tyler Proud’s track record, frustration with Mr. Proud’s ever-changing demands and associated distraction to the Company, and opposition to his requisition. While Sylogist remains open to constructive dialogue and solutions that serve the best interests of the Company, the Board will not put the interests of one shareholder ahead of the interests of the Company and all shareholders.

Board of Directors Focused on Enhancing Value and Execution

The Board has moved decisively in recent months to strengthen governance, enhance operational focus, and position the Company for sustainable growth. Many of these actions have been informed by the Company’s extensive and ongoing consultations with shareholders.

• Errol Olsen has been appointed Board Chair, effective immediately, completing the planned succession process ahead of schedule. Mr. Olsen brings over 25 years of SaaS and public company finance and leadership experience. Barry Foster, who announced his intention to step down as Board Chair in October 2025, has served as Chair since 2019. He led the successful transition of Sylogist to a SaaS business and has been instrumental in reshaping the Board over the past two years to add industry experience, cross-disciplinary expertise, diversity of thought and a proven track record of scaling businesses.

• In October 2025, the Company announced the formation of a new Business Scale Committee, chaired by Andrea Ward, with a mandate to align long-term strategic goals with focused execution, improve operational effectiveness, and enhance forecasting and transparency.

• The Company adopted a shareholder rights plan designed to ensure that all Sylogist shareholders are treated fairly in connection with any take-over bid.

• In January 2026, the Company announced a change in senior leadership, appointing Craig O’Neill as Interim President and CEO. Mr. O’Neill brings SaaS expertise, proven go-to-market capabilities, and relevant company and industry experience. Mr. O’Neill has previously served on Sylogist’s Board, and has the capabilities and experience to provide stability and continuity for Sylogist. The Company is conducting a comprehensive search for a permanent CEO to lead the Company into its next phase of growth.

• The Board remains open to constructive dialogue and feedback on further enhancements that serve the best interests of the Company and all shareholders.

“The Board appreciates Barry’s continued commitment to a smooth transition of Board leadership and we are united in our focus on strategic execution, operational excellence, and long-term value creation,” said Errol Olsen, Board Chair. “We’ve taken decisive governance steps, and we will continue acting in the best interests of all shareholders — not just one activist with outsized demands.”

Protecting the Interests of All Shareholders

Over the past five months, the Board has engaged constructively with OneMove in an attempt to reach a mutually agreeable solution, but these efforts have been rebuffed. As a response to Mr. Proud’s request, the Board offered OneMove the ability to appoint one director to the Board, proportional to its investment and consistent with the representation of other major shareholders. Instead of accepting that offer, OneMove broadened its demands and requisitioned a Meeting where OneMove is seeking four of seven board seats — effective control of Sylogist, and far out of proportion to its share ownership — including a seat for Mr. Proud personally.

Sylogist had been negotiating with Mr. Proud in good faith, in the hopes of avoiding a costly proxy contest. Pursuing a proxy contest diverts resources, management focus, and capital away from executing Sylogist’s strategy and serving customers. OneMove’s shifting demands are not consistent with the best interests of the Company and all shareholders.

The Board will provide shareholders with detailed information regarding its recommendations in the management information circular to be mailed in advance of the Meeting. There is no action for shareholders to take at this time.

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, inclusive of full financial statements together with Management’s Discussion and Analysis, can be found at www.sedarplus.ca or at www.sylogist.com.

Media Contact:
sylogist@fgslongview.com

Forward-looking Statement

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, expect, believe, may, ensure, remains or continue, 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 Board’s continued openness to dialogue, the treatment of shareholders under the shareholder rights plan and the nature and extent of the opposition of shareholders to the requisition. 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. 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 September 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.

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