Protect Your Investment In Sylogist. Vote Ahead of the 2026 Annual and Special Meeting of Shareholders.
2026 Annual & Special Meeting of Shareholders
Protect your investment in Sylogist by voting FOR the Company’s Recommended Director Nominees, ahead of the Annual and Special Meeting of Shareholders. Your vote matters — cast it before the May 8 proxy voting deadline.
VOTING DEADLINE
May 8, 2026
10:00 AM Calgary Time
Record Date
March 27, 2026
- IMPORTANT
- DEADLINE
- If you held shares as of March 27, 2026, you are entitled to vote
- All proxies must be received by May 8, 2026 at 10 AM, Calgary Time
Reasons to Vote
Vote for the Board's Recommendations
A Board Committed to Protecting Your Interests and Value Creation
Your Board has taken decisive actions to remedy the situation and restore value. We have assembled the SaaS leadership expertise required to execute this transformation and are actively implementing strategic changes to drive long-term shareholder value. Many of these actions have been informed by extensive consultations with shareholders.
Despite the ongoing distraction of Mr. Proud’s self-serving campaign, your Board’s primary objective has been to find a permanent CEO who can lead the Corporation’s transformation into a high-growth, SaaS leader. All seven directors have served on the Board for under three years. As the Board is relatively new, it is critical that we retain continuity and give Directors a chance to implement change. Your refreshed Board has targeted and recruited directors with proven track records at high-growth SaaS companies – exactly the expertise required for the next phase of Sylogist’s growth.
These directors have held operating roles at companies with market capitalizations measured in the hundreds of millions and billions of dollars, and have navigated the exact challenges Sylogist faces, bringing the strategic and operational knowledge necessary to create sustainable shareholder value:
- Errol Olsen was appointed Board Chair in February 2026. Errol brings 25+ years of finance leadership at high-growth software companies including serving as CFO of both Traction on Demand and Absolute Software.
- J. Kim Fennell joined the Board in February 2025. Kim is a 35+ year veteran of Silicon Valley working at some of its most iconic and successful companies. He was a three-time CEO over 16 years, primarily in software, and an executive at Uber for 5 years running Business Development for the US & Canada. He has 24 years of board experience, including four public companies, and is NACD.D board certified.
- Andrea Ward joined the Board in February 2024. Andrea brings 25+ years of experience scaling SaaS businesses and leading global teams. Andrea has held executive leadership roles at preeminent software companies including Oracle, Adobe, Portal Software, Magento and VidMob.
- Tracy Edkins joined the Board in February 2024. Tracy brings 20+ years of human capital expertise amassed at high-growth technology and consumer-facing companies including Splunk, eBay, and Starbucks Canada. Tracy’s knowledge of executive compensation, succession planning and talent evaluation is critical for our CEO search.
- Aziz Benmalek joined the Board in June 2024. Aziz brings 25+ years of experience in the global software industry and has become an industry expert on building and scaling cloud and SaaS environments from his years at Microsoft, Splunk, and Sage.
- Andrew Shen joined the Board in March 2026. Andrew is Co-founder and General Partner of Shen Capital Partners Inc., a Toronto-based technology growth equity investment firm. He currently serves as Chairman of Flexion Mobile Plc and previously served as Chairman of MediaValet Inc. until its sale to a private equity group in 2024. Andrew brings deep expertise in software investing and capital markets from his roles at technology growth companies and the Canadian Imperial Bank of Commerce.
Mary Filippelli is the Board’s supported dissident nominee. A corporate director and senior business advisor, Ms. Filippelli currently serves on the board of Fidelity Investments Canada and has previously served on the boards of Canadian Western Bank, where she chaired the Audit Committee, and Ontario Power Generation. She served as Vice Chair and Managing Partner at Deloitte Canada, Group Audit Director on the Global Executive of Lloyds Banking Group, and spent more than two decades with KPMG Canada, including as National Financial Services Leader.
Your Fellow Shareholders Agree
PenderFund, the Corporation’s largest shareholder, along with other shareholders holding over 35% of Sylogist’s outstanding shares, support the Board’s strategy and oppose OneMove’s takeover attempt.
OneMove: A Threat to the Value of Your Investment in Sylogist
A Track Record of Value Destruction
Mr. Proud and OneMove’s involvement at Dye & Durham coincided with approximately $1.1 billion in shareholder value destruction and a 90% decline from the company’s 52-week high. He helped install a new board in late 2023, only to turn on his own hand-picked directors in less than a year, publicly accusing them of incompetence and pursuing litigation to remove his own nominee. This pattern of destabilizing governance demonstrates a chaotic approach and a failure to properly vet his nominees— precisely the risk Sylogist shareholders would face if OneMove gains control.
Mr. Proud Litigated Against Dye & Durham – and Lost
Mr. Proud, through OneMove, initiated litigation against Dye & Durham that Ontario Superior Court of Justice dismissed as baseless. The Court found Mr. Proud’s attempt to remove a director was invalid and noted that his actions risked breaching his Investor Rights Agreement. Dye & Durham described his costly, months-long value-destructive maneuver as a “relentless thirst for control” without offering a premium to other shareholders.
Mr. Proud – The Man Who Won’t Take “Yes” for An Answer
Sylogist has invested significant time and effort to engage Mr. Proud and OneMove to avoid a needless and costly proxy fight that diverts critical resources, management focus, and capital away from executing Sylogist’s strategy. Your Board welcomes fresh ideas and shareholder perspectives and made repeated offers to reach an agreement that were reasonable by any measure and reflective of Mr. Proud’s interest in Sylogist. Instead of responding constructively, Mr. Proud elected to shift the goalposts, demanding majority control.
This pattern of shifting demands extends to Mr. Proud’s own slate. After nominating four hand-picked director candidates, OneMove made an eleventh-hour substitution, replacing a previously committed nominee with Jonny Franklin-Adams, a UK-based investment banker with no disclosed experience in SaaS, public sector software, or North American boards. If the original slate was so carefully assembled, why the last-minute change? Shareholders should draw their own conclusions about Mr. Proud’s judgment and reliability.
OneMove is Demanding Disproportionate Control and Expects Sylogist Shareholders to Pay for It
Mr. Proud is forcing your Corporation to incur significant costs to prevent him from taking control of Sylogist. Mr. Proud has disclosed that if he succeeds in installing his hand-picked board majority, he intends to seek reimbursement from Sylogist for his legal and solicitation costs. In other words, Mr. Proud is making you pay to defend against his takeover attempt—and if he wins, he plans to make you pay for that too.
OneMove Proposes Change But Offers No Tangible Plan—Just Disruption
No specific operational recommendations or strategic initiatives – only empty repackaging the Board’s existing priorities. When offered meaningful board participation, he instead demanded majority control. This makes it clear that Mr. Proud’s real objective is control of the Board, not collaboration or strategy.
Protect Your Investment – Vote as Recommended By the Sylogist Board Using Only the BLUE Proxy
Key Facts
- 6 of 6 Sylogist Director Nominees appointed in last 3 years with SaaS operating experience
- OneMove holds ~15% of shares but demands 60% of board seats
- Sylogist offered Mr. Proud one board seat proportional to his ownership – he demanded majority control instead
- Shareholders representing 35%+ of shares support the Board's strategy and oppose OneMove's takeover attempt
- IMPORTANT
- If you held shares as of March 27, 2026, you are entitled to vote
- DEADLINE
- All proxies must be received by May 8, 2026 at 10 AM, Calgary Time
- MAILING DATE
- All proxies must be received by May 8, 2026 at 10 AM, Calgary Time
RECOMMENDED NOMINEES
Director Nominees
SYLOGIST NOMINEES
Errol Olsen
Director Since: 2023
Mr. Olsen is an accomplished software industry finance executive, having
served in senior leadership roles across both publicly traded and privately held software companies over the past 25 years. His previous roles have included Chief Financial Officer at Traction on Demand and at Absolute Software. He commenced his professional career in the audit and advisory services group at KPMG LLP, specializing in high technology clients. Mr. Olsen holds a CPA, CA designation and a Bachelor of Business Administration from Simon Fraser University. He brings to Sylogist a broad experience in finance, strategy development, operations, mergers and acquisitions, and governance. Mr. Olsen has been nominated as a director pursuant to the Nomination Agreement entered into between the Corporation and PenderFund on June 20, 2023.
Aziz Benmalek
Independent Director
Director Since: 2024
Mr. Benmalek is an accomplished executive with extensive worldwide experience
in the software industry. He has over 25 years’ experience in building and scaling businesses and leading in high performing global organizations, across cloud and SaaS. He has broad experience in leading multiple customer segments and route-to-market across mature and emerging markets. His experience spans industry leading software companies including Microsoft, Splunk and Sage. He holds a Master of Engineering from Ecole Centrale Paris and an MBA from European Business School (ESCP).
Tracy Edkins
Independent Director
Director Since: 2024
Ms. Edkins is a multi-faceted, data driven leader who brings over 20 years’
experience as a dynamic talent and human capital leader of high growth companies including Splunk, eBay and Starbucks Canada. She has deep expertise in executive compensation, mergers & acquisitions, succession planning and team effectiveness. Ms. Edkins currently serves on the board of directors of D2L (TSX: DTOL), a global learning software company, and serves as an advisor to several organizations in the technology space.
J. Kim Fennell
Independent Director
Director Since: 2025
Mr. Fennell is a Silicon Valley executive with four decades of experience in the
technology industry. He has held chief executive officer positions for 16 years across three companies and has accumulated 24 years of board experience in both public and private sectors. Mr. Fennell spent five years at Uber Technologies in San Francisco, where he served as the Head of Business Development for the US & Canada and Global Product Partnerships until December 2019. Before joining Uber, he was the CEO of deCarta, a prominent mapping software company acquired by Uber in March 2015. Under Mr. Fennell ‘s leadership, deCarta powered Google Maps routing and navigation for three years following Google’s launch in 2005. Prior to his tenure at deCarta, Mr. Fennell held CEO roles at Pinnacle Systems and StorageWay Inc. He was also an early executive at Octel, a global leader in voice messaging, where he established subsidiaries in Canada, Europe, and Asia. After Octel’s acquisition by Lucent Technologies, Mr. Fennell was appointed a corporate Vice President where he led a $2 billion business unit. Mr. Fennell ‘s board roles include Bird Construction (TSX: BDT), WhereIsMyTransport, SalesBoost, and Ritchie Bros (NYSE: RBA) from 2017 to 2022; as well as Chair of the Silicon Valley Leadership Group Foundation. Mr. Fennell holds a B.A. (Honours) from Queen’s University and has completed the Stanford School of Business Executive Program.
Andrew Shen
Independent
Director Since: 2026
Mr. Shen is the Co-founder and General Partner of Shen Capital Partners Inc.,
a technology-focused growth equity investment firm founded in 2019. He has served as Chairman of Flexion Mobile Plc (Nasdaq First North: FLEXM), a global games distribution platform, since June 2025. Mr. Shen serves as a Board Observer and advisor to several public technology companies supporting management teams on operations and M&A. He previously served as Board Observer and later Chairman of the Board and Chairman of the Special Committee of Mediavalet Inc. (formerly TSX: MVP), leading its sale to a private equity group in April 2024, and served on its Audit, Compensation, and Governance Committees. Mr. Shen has deep experience in capital markets, mergers and acquisitions, and capital allocation. Prior to founding Shen Capital, he spent seven years at Canadian Imperial Bank of Commerce (CIBC) in roles spanning capital markets, balance sheet risk management, and trading technology.
Andrea Ward
Independent Director
Director Since: 2024
Ms. Ward is an accomplished product and go-to-market executive with over 20 years’
experience scaling SaaS businesses and leading high performance global companies. She has broad, hands-on marketing experience across brand and communication, demand generation, pricing, and customer success. Her experience spans industry leading SaaS companies, such as Oracle and Adobe, to small-to-mid-sized and private equity companies such as Portal Software, Magento and VidMob.
SYLOGIST SUPPORTED DISSIDENT Nominee
Mary Filippeli
Ms. Filippelli has extensive experience in financial services, both in Canada and
KEY DOCUMENTS
Meeting Materials
All documents are also available on SEDAR+.
faq
Frequently Asked Questions
What am I being asked to vote on at the Meeting?
The Meeting is being held to consider the Company’s annual meeting business. The business to be addressed at the Meeting is to:
✓ receive and consider the financial statements of the Company as at and for the financial year ended December 31, 2025, together with the report of the auditors thereon;
✓ appoint KPMG LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
✓ elect seven directors of Sylogist to serve for the ensuing year (the six Sylogist Nominees (Errol Olsen, Aziz Benmalek, Tracy Edkins, J. Kim Fennell, Andrew Shen and Andrea Ward) plus the Supported Dissident Nominee (Mary Filippelli));
✓ confirm, ratify and approve Sylogist’s Rights Plan; and
✗ withhold from voting for the remaining three Dissident Nominees (Rhonda Bassett-Spiers, Jonny Franklin-Adams and Tyler Proud).
What does Sylogist Recommend?
The Board unanimously recommends that Shareholders use the BLUE Proxy to vote as follows:
✓ FOR the resolution to appoint KPMG LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year and to authorize the directors to fix their remuneration;
✓ FOR the election of each of the Sylogist Nominees:
| ✓ Errol Olsen | ✓ J. Kim Fennell |
| ✓ Aziz Benmalek | ✓ Andrew Shen |
| ✓ Tracy Edkins | ✓ Andrea Ward |
✓ FOR the election of the Supported Dissident Nominee, being Mary Filippelli, as a director of the Company for the ensuing year;
✓ FOR the resolution confirming and ratifying Sylogist’s Rights Plan; and
✗ WITHHOLD from voting for each of the other Dissident Nominees.
How do I vote my shares?
You can vote online, by phone, or by mail using the BLUE proxy form or BLUE voting instruction form (together, the “BLUE Proxy”) that has been sent to you. Please ensure your vote is received by the May 8, 2026 (10 AM, Calgary Time) proxy voting deadline to ensure it is counted at the Meeting. For assistance voting your shares, contact Laurel Hill Advisory Group at 1-877-452-7184 (toll free) or assistance@laurelhill.com.
| Voting Method | Registered Shareholders (Your Common Shares are held directly with the Corporation and is represented by a share certificate or Direct Registration System (DRS) statement.) | Non-Registered Shareholders (Your Common Shares are held in the name of an intermediary (such as a securities broker or a financial institution) which holds them on your behalf.) |
|---|---|---|
| Go to www.investorvote.com and use the 15-digit control number that appears on your BLUE form of proxy. | Go to www.proxyvote.com and use the 16-digit control number that appears on your BLUE voting instruction form. |
| Call 1-866-732-VOTE (8683) (toll free in North America). You will need your 15-digit control number that appears on your BLUE form of proxy. | Call 1-800-474-7493 (English) or 1-800-474-7501 (French) if you hold your shares through a Canadian bank, broker or other intermediary. |
Complete and return your BLUE form of proxy in the prepaid envelope provided. | Complete and return your BLUE voting instruction form in the prepaid envelope provided. |
When is the voting deadline?
All proxies must be received by May 8, 2026 at 10 AM, Calgary Time. We encourage you to vote well in advance to ensure your vote is received in a timely manner.
Where will the Meeting be held?
The Annual and Special Meeting will be held on May 12, 2026 at 10 AM, Calgary Time.
The meeting will be held in person at the offices of Osler, Hoskin & Harcourt LLP, Suite 2700, Brookfield Place, 225 – 6th Avenue S.W., Calgary, Alberta T2P 1N2.
What if I have already voted and want to change my vote?
It’s not too late to change your vote. Simply recast your vote using the BLUE Proxy. The later-dated BLUE Proxy will supersede your previous vote. If you have mistakenly voted on any form of proxy or voting instruction form received from OneMove, you may change your vote by voting on the BLUE Proxy. This will revoke and replace your earlier vote. You have the right to change or revoke your vote up until the proxy voting deadline.
What if I vote FOR more than seven (7) director nominees on my BLUE Proxy?
You are permitted to vote FOR seven (7) director nominees in total on the BLUE Proxy. You may vote for fewer than seven (7) director nominees. However, if you vote FOR more than seven (7) director nominees on your BLUE Proxy, only your votes cast FOR the first seven (7) director nominees in the order listed on your BLUE Proxy will be counted and your votes on the other director nominees will be invalid and will not be counted.
Why is there a proxy contest?
There is an expensive and distracting proxy contest because OneMove has consistently refused to take “yes”
for an answer, so it is up to Shareholders to vote for a fair resolution while protecting their interests.
OneMove began publicly advocating for a board seat back in September 2025. Since that time, for a period over
six months, your Board’s Special Committee has engaged in sustained and significant efforts to identify,
negotiate and attempt to finalize an agreement with OneMove and Mr. Proud on reasonable terms that it
believed provided a mutually beneficial outcome.
Your Board supports OneMove having proportional representation on the Board – that has been its position from
day one, and that remains its position today. That is why the Board is recommending that you vote FOR the
Supported Dissident Nominee, Mary Filippelli.
With that constructive mindset, the Special Committee has consistently sought to minimize the ongoing time,
cost, distraction and effort that have resulted from Mr. Proud’s behaviour and, ultimately, from his decision to
decline meaningful engagement and instead forced Sylogist to call and hold a contested Shareholder meeting.
Unfortunately, Mr. Proud repeatedly refused to take “yes” for an answer. The Special Committee has made
offers to OneMove that address its concerns, and which would have provided it with not only meaningful board
representation but also the board renewal that the Board and OneMove both agreed was required – right down
to the parties having identified the individuals to be appointed. But time after time, instead of signing on the
dotted line, Mr. Proud elected to move the “goalposts” for settlement. He would simply not take “yes” for an
answer.
Ultimately, he requisitioned a meeting of shareholders on January 29, 2026 where he sought control of the
Board. Later, an advance notice nomination under the Company’s by-laws that moved the goalposts yet again
by changing the identity of the individuals he wants to have take over the Board. He has refused to engage
meaningfully, and has caused significant disruption to Sylogist’s business at a time when the Company has
been seeking to make positive changes, appoint a permanent CEO and build momentum for the next phase of
Sylogist’s development.
Is the Board Opposed to OneMove representation on the Board?
No. Your Board supports OneMove having proportional representation on the Board, consistent with the arrangement of another large Shareholder. That has been its position from day one and it remains your Board’s position today. That is why the Board is recommending that you vote FOR the Supported Dissident Nominee, Mary Filippelli.
I need help voting. Who can I contact?
HOW TO VOTE
Three Ways to Cast Your Vote
1
Vote Online
| Registered Shareholders | Non-Registered Shareholders |
|---|---|
Go to www.investorvote.com and use the 15-digit control number that appears on your BLUE form of proxy. | Go to www.proxyvote.com and use the 16-digit control number that appears on your |
2
Vote by Phone
| Registered Shareholders | Non-Registered Shareholders |
|---|---|
Call 1-866-732-VOTE (8683) (toll free in North America). You will need your 15-digit control number that appears on your BLUE form of proxy. | Call 1-800-474-7493 (English) or 1-800-474-7501 (French) if you hold your shares through a Canadian |
3
Vote by Mail
| Registered Shareholders | Non-Registered Shareholders |
|---|---|
Complete and return your BLUE form of proxy in the prepaid envelope provided. | Complete and return your BLUE voting instruction form in the prepaid envelope provided. |
For assistance with voting, please contact our Proxy Solicitation Agent: Laurel Hill Advisory Group
Canada and USA Toll Free: 1-877-452-7184
International: 1-416-304-0211
Text Message: Text “INFO” to 416-304-0211 or 1-877-452-7184
Email: assistance@laurelhill.com
GET IN TOUCH
Contact & Support
Shareholder Assistance
- Proxy Solicitation Agent: Laurel Hill Advisory Group
- Canada/US: 1-877-452-7184 (Toll-Free)
- International: 1-416-304-0211
- Text Message: Text "INFO" to 416-304-0211 or 1-877-452-7184
- Email: assistance@laurelhill.com
- Email: sylogist@fgslongview.com