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Enghouse Systems Limited — Proxy Solicitation & Information Statement 2026
Feb 6, 2026
35647_rns_2026-02-06_260ca94a-c190-4cd5-8fe4-acb371699288.pdf
Proxy Solicitation & Information Statement
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ENGHOUSE SYSTEMS LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of shareholders of Enghouse Systems Limited (the "Corporation") will be held on Thursday, March 12, 2026 at 4:30 p.m. (Toronto time) in a virtual meeting format only via live audio webcast for the following purposes:
- 1. TO RECEIVE the consolidated financial statements of the Corporation for the fiscal year ended October 31, 2025 together with the auditors' report thereon.
- 2. TO REAPPOINT auditors of the Corporation and authorize the directors to fix the remuneration of the auditors.
- 3. TO ELECT directors of the Corporation.
- 4. TO CONSIDER and, if deemed advisable, approve the advisory resolution to accept the approach to executive compensation disclosed in the information circular for the Meeting (the "Circular").
- 5. TO TRANSACT such further and other business as may properly come before the Meeting or any adjournment thereof.
This year's meeting will be held in a virtual meeting format only. Shareholders will be able to listen to, participate in and vote at the meeting in real time through a web-based platform instead of attending the meeting in person.
All registered shareholders and duly appointed proxyholders may attend and vote at the virtual meeting by joining the live audio webcast at URL: https://virtual-meetings.tsxtrust.com/1889, entering your control number/meeting access number and password "enghouse2026" (case sensitive).
Registered shareholders who are unable to attend the Meeting are requested to complete and submit the enclosed form of proxy and send it to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, not later than 4:30 p.m. (Eastern Time) on March 10, 2026. The form of proxy also provides details on how you may submit your proxy by facsimile or internet.
Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or other intermediary, which may include the completion and delivery of a voting instruction form.
This year we are using "notice and access" to deliver to Shareholders Proxy-Related materials such as the Circular, the Corporation's audited consolidated financial statements for the year ended October 31, 2025, and management's discussion and analysis related thereto (collectively, the "Proxy-Related Materials") by providing electronic access to such documents instead of mailing paper copies.
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The Proxy-Related Materials are available on the website of our transfer agent, TSX Trust Company, at https://docs.tsxtrust.com/2282 and under our SEDAR+ profile on www.sedarplus.com. Please be sure to review the Information Circular before voting.
Should you wish to receive a paper copy of the Proxy-Related Materials or if you have any questions about notice and access, please contact our transfer agent, TSX Trust Company, by toll-free telephone at 1-866-600-5869 or by email at [email protected]. Paper copies of the Proxy-Related Materials will be made available free of charge. Shareholders may request paper copies of the Proxy-Related Materials for up to one year from the date the Proxy Related Materials are filed on SEDAR+. If you wish to receive a paper copy of any of these documents in time to vote before the Meeting, please contact TSX Trust Company by March 3, 2026.
Further information regarding the record date for the determination of Shareholders entitled to receive notice of and vote at the meeting as well as general proxy matters are set forth in the Circular. The specific details of the matters proposed to be put before shareholders at the Meeting are also set forth in the Circular accompanying this notice. Shareholders should read the Circular carefully in evaluating the matters for consideration at the Meeting.
DATED this 16th day of January, 2026.
BY ORDER OF THE BOARD
Stephen J. Sadler
Chairman and Chief Executive Officer