Special Meeting — April 7, 2026

A Better Sylogist

Establishing discipline, profitability, and credibility. Why management and governance change is needed now.

Presented by OneMove Capital Ltd. — March 2026

View Our Presentation ↓

−67%

Share Price Since 2019

−34pp

EBITDA Margin Decline

−27pp

FCF Margin Decline

13%

Rule-of-40 (vs. 37% Peers)

About OneMove Capital

A Long-Term, Aligned Shareholder Driving Change

OneMove Capital Ltd. is a private investment firm focused on unlocking value in technology-enabled businesses through disciplined governance, strategic oversight, and long-term shareholder alignment.

📈

9.22% ownership of Sylogist common shares, directly aligning interests with fellow shareholders.

🎯

Founded by Tyler Proud, co-founder of Dye & Durham, with deep experience in vertical market software, SaaS models, and public company governance.

💪

Long-term, engaged approach focused on accountability, capital discipline, and sustainable value creation.

Executive Summary

Why Change Is Needed Now

Sylogist has attractive assets and predictable demand. But ~67% value destruction since 2019 despite strong market position demands a new direction.

✅ Opportunity

Attractive Characteristics

Mission-critical public sector, education, and non-profit markets
Recurring revenue base, sticky products, and an improving SaaS mix
Should support durable organic growth and cash generation

⚠️ Reality

Strategy Has Destroyed Value

~67% value destruction since 2019 despite strong market position
Growth relied on acquisitions, masking weak organic momentum
Earnings, margins, and FCF deteriorated despite substantial capital investment

❌ Failure

Board Has Failed at Oversight

Approved acquisitions and partner model shifts without a credible plan for organic growth
Lacks expertise and capital allocation discipline for turnaround
Barry Foster has refused to step down, reinforcing entrenchment

🏆 Solution

Reconstitute the Board

Incremental change has not worked — performance hasn't improved since PenderFund's 2023 campaign
Shareholders deserve a Board they can trust to select the next CEO
Vote for change at the April 7th Special Meeting to restore value

Financial Performance

Underperforming Peers on Every Key Metric

Benchmarked against comparable vertical-market and public sector SaaS companies, Sylogist lags on every measure.

Metric	Sylogist	Tyler Technologies	Sage	Peer Average
Revenue Growth	(4.9%)	10.6%	7.8%	9.2%
Recurring Revenue %	70.1%	86.2%	96.9%	91.6%
Adj. EBITDA Margin	17.9%	28.0%	27.6%	27.8%
Rule-of-40	13.0%	38.6%	35.4%	37.0%
EV / Revenue	1.5x	7.0x	3.7x	5.3x

All figures are LTM as of Sep. 30, 2025. EV/Revenue is calculated using share prices as of Mar. 6, 2026. The peer set includes Tyler Technologies and Sage Group.

Poor Execution

Increased Spending, Deteriorating Returns

More capital, absent returns. This is a governance failure.

11x

S&M spend increase since CY 2020

R&D spend increase since CY 2020

Acquisitions completed

Spending Exploded

▲ S&M up 11x since CY 2020

▲ R&D up 5x since CY 2020

▲ 5 acquisitions completed

Growth Did Not Follow

▼ Revenue growth stalled

▼ Growth has been acquisition-driven

▼ Bookings are volatile

▼ SaaS transition failed to accelerate top-line

Returns Deteriorated

▼ Gross margin down ~14pp

▼ Adj. EBITDA margin down ~34pp

▼ FCF margin down ~27pp

▼ Share price down ~67%

Financial Deterioration

Margins and Cash Generation Have Collapsed

Despite 5 acquisitions, EBITDA and FCF have been unable to keep pace with excessive spending.

PROFITABILITY

Spend up, profitability down

6.4x higher combined S&M and R&D investment failed to generate operating leverage or incremental profitability.

CASH FLOW

FCF conversion weakened

FCF margin fell from 35.3% (CY 2020) to 8.5% (LTM Q3 2025) despite higher spend. FCF declined ~60% from $13.7m to $5.3m.

RETURNS

Capital has not cleared hurdles

ROIC down 99pp since 2020. Recent growth dollars have not produced commensurate cash returns.

Incremental Change Has Failed

PenderFund's 3-Year 'Transformation'

After nearly 3 years of PenderFund's transformation process, Sylogist stock has depreciated by more than 50%. Shareholders have lost faith in incremental Board changes.

PenderFund Transformation Timeline

Jun. 20, 2023

Sylogist signs nomination agreement with PenderFund

Share price: $7.50

Aug. 25, 2023

Errol Olsen appointed Director (PenderFund nominee)

Share price: $7.82

Feb. 18, 2026

Errol Olsen appointed Board Chair

Share price: $4.01

−52% share price decline since PenderFund's appointment

Shareholders Have Reacted Decisively

Feb. 12, 2025 — $9.93

J. Kim Fennell appointed new Director

↓ 62% drop since

Sep. 12, 2025 — $7.51

Board rejects OneMove's call for needed change

↓ 50% drop since

Oct. 28, 2025 — $6.49

Board renews plan, Foster to step down as Chair at AGM but remain director

↓ 42% drop since

Jan. 28, 2026 — $5.21

Bill Wood resigns; interim CEO appointed

↓ 28% drop since

Mismanaged CEO Transition

Interim CEO Oversaw Years of Failed Strategy as a Director

Craig O'Neill served on the Board during sustained financial decline, lacks transformational skills, and was handpicked by the outgoing Chairman. A meaningful strategic reset requires independent oversight, not internal succession from the existing Board.

Elected Director Aug. 2020 at $11.65

Departed as Director Jun. 2024 at $10.61

Appointed Interim CEO Jan. 28, 2026 at $5.21

Sources: FactSet (Jun. 25, 2019 – Mar. 6, 2026), Company filings and public disclosures.

Track Record

Repeated Broken Promises

Rule-of-40 targets have been repeatedly reiterated — and repeatedly missed.

Date	Rule-of-40 Target	Actual Result
Aug. 2023	"Committed to a Rule-of-40 Posture"	Broke below Rule-of-40 in Q4 2023 for 8 straight quarters
Nov. 2023 – Nov. 2024	Low-mid-teens growth; Mid-20s EBITDA margin	Single digit growth; Low 20s EBITDA margin — 16.5% Rule-of-40 (below target)
May 2025	Low-mid 20s SaaS ARR; Mid-20s EBITDA margin	8.9% SaaS ARR growth; 15.7% EBITDA margin (YTD: first 6 months 2025 vs 2024)
Nov. 2025	Abandoned Rule-of-40 targets entirely	Currently a "Rule-of" 12.1% Company (YTD)

Governance Failures

The Current Board Lacks Relevant Expertise

Incremental change has not worked. Substantial Board reconstitution is required.

Status Quo

Breakdown in Leadership Accountability

Lack of transformational expertise has allowed problems to persist. Execution failures without accountability.

Misguided and Incoherent Strategy

A venture-like growth-at-any-cost narrative that has failed to generate real growth, coupled with a scattershot partnership strategy.

Undisciplined Capital Allocation

Excessive S&M and R&D spending failed to translate into returns. ROIC deteriorated amid weak discipline.

Required Changes

Strengthened Leadership Accountability

Directors with proven transformation and capital allocation expertise. Clear accountability for performance, including selecting the right CEO.

Focused and Disciplined Strategy

Prioritize EBITDA & FCF margin expansion while maintaining durable growth. Redesign go-to-market and eliminate excessive spending.

Rigorous Capital Stewardship

Every dollar in S&M and R&D accountable to defined outcomes. Comprehensive review of strategic alternatives.

Director Tenure

"Just Finding Our Footing" Is a Symptom of Disengaged Directors

The Board has claimed directors have "only" been there a year and are "finding their footing." It shouldn't take a year or more to learn a company and be effective as a director—that excuse is a symptom of disengaged oversight. Shareholders deserve directors who are ready to govern from day one.

Barry Foster Joined June 2019 — >6 years

Aziz Benmalek Joined June 2024 — ~2 years

J. Kim Fennell Joined Feb 2025 — >1 year

Average tenure of over 3 years—yet the Board still frames inexperience as an excuse. Engaged, accountable directors do not need a year to find their footing.

Path to Value Creation

A Clear Roadmap for Restoring Investor Confidence

A sequenced implementation plan with defined milestones and accountability at each stage.

Governance Reset and Leadership Transition

First 120 Days

Accelerate and complete CEO selection
Form a Strategic Committee to conduct a comprehensive review
Establish KPIs and benchmarks aligned with high-margin software peers
Assess management and organizational structure

Execution and Accountability

Months 4–12

Implement a disciplined operating plan
Conduct a comprehensive review of the go-to-market strategy, including the partner channel model and its effectiveness
Drive margin improvement initiatives
Implement a performance-based compensation plan

Sustainable Value Creation

Year 2+

Demonstrate durable organic growth
Enforce ROIC-driven capital allocation thresholds for organic and acquisitive spending
Execute disciplined, value-accretive M&A

Valuation Upside

Significant Upside If Execution Improves

Illustrative scenarios based on closing the valuation gap to peers under improved governance.

Current

$3.75

8.2x EV/EBITDA

~57% discount to peer average • -5% revenue growth • 18% adj. EBITDA margin (LTM Q3 2025)

Scenario 1: Conservative

$9.62

+157% Upside

10x EBITDA • 5% organic growth • 35% EBITDA margin

Scenario 2: Upside

$13.79

+268% Upside

12x EBITDA • 9% organic growth • 40% EBITDA margin

Sources: Company filings, Bloomberg as of Mar. 6, 2026. Scenarios based on applying illustrative EV/EBITDA multiples to OneMove Capital's forward estimates. These are illustrative scenarios for discussion purposes only and do not constitute a forecast or guarantee of future results.

Accountability

Clear, Measurable Financial Targets

A reconstituted Board will establish specific performance benchmarks and hold management accountable.

KPI	Current (LTM)	12–18 Month Target	Peer Benchmark
Revenue Growth	(4.9%)	5–10%	9.2%
Adj. EBITDA Margin	17.9%	35%	27.8%
FCF Margin	8.5%	20%+	22.4%
Rule-of-40	13.0%	40%+	37.0%
S&M as % of Recurring Revenue	17.6%	<10%	7.7%
R&D as % of Recurring Revenue	23.9%	<13%	10.0%

Targets are illustrative and subject to Board review upon reconstitution. Peer set includes Tyler Technologies and Sage Group (as of Sep. 30, 2025). S&M and R&D benchmarks (incl. capitalized development) are based on Tyler Technologies only.

Director Nominees

Four Transformational Directors to Restore Performance

Proven experience leading transformation and scaling businesses, with disciplined capital allocation and strong independence aligned with shareholder interests.

Rhonda Bassett-Spiers

Transformational CEO with 25+ years scaling enterprise software across fintech, food tech, and media. Led multiple strategic exits of $400m to $1.25bn. Deep experience in PE-backed environments and organizational transformation.

Mary Filippelli

Corporate director with deep expertise in financial services, risk governance, and audit. Board member of Fidelity Investments Canada. Former director of Canadian Western Bank and Ontario Power Generation. Former Vice Chair at Deloitte Canada. CPA, FCPA.

Edward Smith

Chair of the Board of Dye & Durham, Executive Chairman of SMTC Inc. — led a major turnaround growing revenue 4x and delivering a 5x shareholder return. Previously held senior executive roles at Avnet Inc. (Fortune 500).

Tyler Proud

CEO of OneMove Capital. Co-founder, former Board Chair, and former CSO of Dye & Durham. Co-founder and Executive Chairman of Avesdo Technologies. Deep expertise in vertical software and platform businesses. MBA, University of Toronto.