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  • Rudy Shirra

Annual General and Special Meeting Results & Board Committee Appointments

Calgary, Alberta--(Newsfile Corp. - March 31, 2022) - Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Company"), a leading public sector SaaS company, is pleased to announce that the results of the matters presented for approval at the Annual General and Special Meeting of Shareholders held on March 30, 2022 (the "Meeting") have been fully authorized and approved. A total of 14,766,287 common shares, representing 61.74% of the common shares issued and outstanding, were represented in person or by proxy at the Meeting. A brief description of the matters voted upon and the outcome of the votes is set forth below.


Fixing the Number of Directors to be Elected


The ordinary resolution to approve fixing the number of directors to be elected at the Meeting at six (6) was approved at the Meeting by way of a ballot, as follows:

Votes For

%

Votes Against

%

14,748,959

99.97

4,153

0.03%

Election of Directors


All of the nominees proposed as directors of the Company were duly elected as directors of the Company with votes cast by the shareholders present in person or represented by proxy at the Meeting by way of a ballot, as follows:

Outcome of the Vote

Votes For

%

Withheld

%

Barry D.A. Foster

Elected

13,304,902

90.18%

1,449,018

9.82%

William C. Wood*

Elected

9,003,528

61.03%

5,749,582

38.97%

Janice P. Anderson

Elected

14,740,334

99.91%

12,776

0.09%

Taylor Gray

Elected

14,688,906

99.56%

64,204

0.44%

Craig O'Neill

Elected

14,118,656

95.70%

634,454

4.30%

Ian McKinnon

Elected

14,738,489

99.90%

14,621

0.10%


Appointment of Auditor


An ordinary resolution to approve the appointment of KPMG LLP, Chartered Professional Accountants, as the auditors of the Company, was approved at the Meeting by way of a ballot, as follows:

Votes For

%

Votes Against

%

14,762,284

99.97

4,001

0.03%

Approval and Adoption of Share Unit Plan


An ordinary resolution to approve and adopt the share unit plan of the Corporation was approved at the Meeting by way of a ballot, as follows:


Votes For

%

Votes Against

%

12,559,076

85.13%

2,194,036

14.87%

At their meeting immediately following the shareholders' Meeting, the Board appointed Barry Foster to serve as Board Chair and committed to appointing only independent directors to its various committees, which it did in then constituting the following committees: (i) the Audit committee is comprised of Mr. Gray (Chair), Mr. Foster, and Ms. Anderson: (ii) the Compensation Committee will be chaired by Ms. Anderson, with Mr. McKinnon and Mr. O'Neill serving as members; and (iii) Mr. Foster was appointed Chair of the Nominating and Governance Committee, with Ms. Anderson, Mr. Gray, and Mr. McKinnon serving as members.


The Board wishes to thank Lester Fernandes for his service. Lester is stepping down from the Board after two years of dedicated service, during which time he provided the Company with valuable guidance and insight. The Board is also pleased to welcome Janice P. Anderson. Ms. Anderson is a successful operating executive and board director with over 20 years of experience in technology-driven businesses. Her career spans information technology, B2B software, online platforms, fintech, telecom, and life sciences, with a consistent theme of intense change. Ms. Anderson has served on more than a dozen private company and small-cap public boards, as well as several non-profit entities. As a CEO, she has generated rapid growth for small private companies and large global businesses in both the US and Canada. She is presently the Founder and Managing Director of Niviera LLC, an advisory firm focused on the technology sector that partners with shareholders and management teams to maximize enterprise value.

About Sylogist

Sylogist is a public sector SaaS company that provides comprehensive enterprise resource planning (ERP), constituent relationship management (CRM), fundraising, education administration, and payments solutions that allow its customers to carry out their missions. It serves over 1,950 customers globally, including all levels of government, non-profit and non-governmental organizations, educational institutions, and public compliance-driven and funded companies. The Company has industry-leading profitability, an exceptionally strong balance sheet, a track record of successful acquisitions, and a portfolio of mission-critical SaaS solutions. Full financial statements together with Management's Discussion and Analysis are available on SEDAR at www.sedar.com.


The Company's stock is traded on the Toronto Stock Exchange under the symbol SYZ. Information about Sylogist can be found at www.sylogist.com.

For further investor information contact:

Rudy Shirra, Manager, Corporate Development and Investor Relations


Sylogist Ltd.

(403) 266-4808

ir@sylogist.com


 

* Proxy solicitation services recommended voting against any non-independent directors appointed to board committees. Mr. Wood previously served on the compensation committee of the board.