Sylogist Ltd. — Proxy Solicitation & Information Statement 2026

Apr 17, 2026

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Sylogist Shares”) in the capital of Sylogist Ltd. (the “Company” or “Sylogist”) will be held in person at Osler, Hoskin & Harcourt LLP, Suite 2700, Brookfield Place, 225 – 6th Avenue S.W., Calgary, Alberta T2P 1N2, on May 12, 2026, at 10:00 a.m. (Calgary time), for the following purposes:

1. 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;
2. 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;
3. to elect directors of the Company for the ensuing year;
4. to consider and if deemed advisable, to approve, with or without variation, the ordinary resolution, the full text of which is set out in the accompanying Circular (as defined herein), confirming, ratifying and approving the Company’s shareholder rights plan as set forth in the amended and restated shareholder rights plan agreement between the Company and Computershare Trust Company of Canada (“Computershare”) dated as of April 14, 2026, which amended and restated Sylogist’s shareholder rights plan agreement with Computershare dated October 27, 2025, described in the Circular and available under the Company’s SEDAR+ profile at www.sedarplus.ca (the “Rights Plan Resolution”); and
5. to consider such other business as may properly come before the Meeting.

Information Relating to the Meeting

The Sylogist Proxy is the BLUE Proxy

Your package includes the Company’s management information circular dated April 14, 2026 (the “Circular”), a copy of this Notice and a BLUE form of proxy (“BLUE Form of Proxy”) (if you are a registered Shareholder) or a BLUE voting instruction form (“BLUE VIF”, and together with the BLUE Form of Proxy, the “BLUE Proxy”) (if you are a non-registered or beneficial Shareholder).

You may receive proxy materials or communications from OneMove or its representatives. The Board recommends that you disregard these materials and vote ONLY using the BLUE Proxy. We are not responsible for the accuracy of any information provided by OneMove or the nominees contained in any proxy solicitation materials filed or disseminated by or on OneMove’s behalf or any other statement that OneMove or any of its representatives have made or may make in the future.

Election of Directors

This year, Shareholders are being asked to consider the election of seven (7) directors. However, unlike prior years, there are more nominees for election as director than there are positions available. This means that Shareholders must vote carefully to ensure their preferred candidates are elected. This is because OneMove (the “Dissident” or “OneMove”) has delivered an “advance notice” under Sylogist’s by-laws that seeks to nominate four nominee directors of the Dissident, including Tyler Proud personally, at the Meeting (the “Dissident Nominees”). If the Dissident Nominees are elected, OneMove will control the Board.

YOUR VOTE IS IMPORTANT – VOTE YOUR BLUE PROXY ONLINE OR BY TELEPHONE TODAY

Questions or Need Help Voting?

Call or text “INFO” to Laurel Hill Advisory Group at 1-877-452-7184 (Canada/US), 1-416-304-0211 (International), or email

assistance@laurelhill.com

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After careful review and consideration of OneMove’s submissions, and despite various deficiencies contained in those materials that could have entitled Sylogist to reject them, the Board felt it was important to give Shareholders a full choice as to the future direction of the Company and to provide a clear answer to OneMove and its continued efforts to distract Sylogist and take effective control of the Company. Consistent with that view, Sylogist has adopted a “universal” proxy that contains the names of all nominees for election as director at the Meeting. As a result, there is no need to vote on any other form of proxy or voting instruction form regardless of how you wish to vote. Shareholders should only use the enclosed BLUE Form of Proxy or BLUE Voting Instruction Form and discard any other proxy or voting instruction form received from OneMove.

Consistent with this, and the Board’s consistent view that it is appropriate for OneMove to have proportionate representation on the Board, the Board is unanimously recommending that Shareholders vote FOR each of the Sylogist Nominees – Errol Olsen, Aziz Benmalek, Tracy Edkins, J. Kim Fennell, Andrew Shen and Andrea Ward – and FOR the Supported Dissident Nominee – Mary Filippelli.

The Board also unanimously recommends that Shareholders WITHHOLD on the election of each of the other Dissident Nominees – Rhonda Bassett-Spiers, Jonny Franklin-Adams and Tyler Proud. The Board does NOT endorse any of these Dissident Nominees and their inclusion on the Blue Proxy is solely a matter of good governance and in furtherance of the Board’s commitment to shareholder democracy. It is NOT an approval or comment on their fitness for office and the Board recommends that Shareholders WITHHOLD from voting on the election of each of these three individuals.

Rights Plan Resolution

Sylogist adopted a shareholder rights plan on October 27, 2025 (as amended and restated on April 14, 2026, the “Rights Plan”). The Rights Plan provides that it will lapse unless Shareholders confirm the plan at the Meeting. The Rights Plan is designed to ensure that all Shareholders are treated fairly in connection with any take-over bid and to protect against “creeping bids”, which involve the accumulation of more than 20%, on an aggregate basis, of the Sylogist Shares through purchases exempt from applicable take-over bid rules. The Rights Plan has not been implemented in response to, or in anticipation of, any pending or threatened take-over bid. The Rights Plan was amended and restated on April 14, 2026 to, among other things, extend the time for its consideration by Shareholders to the end of the Meeting.

The Board unanimously recommends that Shareholders vote FOR the Rights Plan Resolution.

Attendance and Voting at the Meeting

It is important that you read the Circular and other proxy material carefully, as they contain important information about how to vote your Sylogist Shares and the matters to be dealt with at the Meeting. The details of all matters proposed to be put before the Shareholders are set out in the Circular under “Business of the Meeting”.

Shareholders are invited to attend the Meeting in person. Whether or not you plan to personally attend the Meeting, you are encouraged to vote using your BLUE Proxy well in advance of the proxy deadline at 10:00 a.m. (Calgary Time) on May 8, 2026 (or not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, before the start of any postponement or adjournment of the Meeting).

Your vote is important, and it is important that as many Sylogist Shares as possible are represented at the Meeting. You are encouraged to participate and submit your vote as soon as possible using one of the voting methods found on your BLUE Proxy. To be effective, the enclosed BLUE Proxy must be received by Computershare: (a) via the internet at www.investorvote.com; (b) by phone at 1-866-732-VOTE (8683);

YOUR VOTE IS IMPORTANT – VOTE YOUR BLUE PROXY ONLINE OR BY TELEPHONE TODAY
Questions or Need Help Voting?
Call or text “INFO” to Laurel Hill Advisory Group at 1-877-452-7184 (Canada/US), 1-416-304-0211 (International), or email
assistance@laurelhill.com

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or (c) by mail to Computershare, 320 Bay Street, 14th Floor, Toronto, ON, M5H 4A6, by 10:00 a.m. (Calgary Time) on May 8, 2026 (or not later than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of Alberta, before the start of any postponement or adjournment of the Meeting). Shareholders who do not hold their Sylogist Shares in their own name are strongly encouraged to complete the BLUE VIF received from their broker as soon as possible and to follow the instructions set out under “General Proxy and Meeting Information – How do I Vote as a Beneficial Shareholder” in the Circular. If a Shareholder receives more than one proxy form because such Shareholder owns Sylogist Shares registered in different names or addresses, each proxy form should be completed and returned.

The board of directors of Sylogist has fixed the close of business on March 27, 2026, as the record date (the "Record Date") for the determination of Shareholders entitled to notice of, and to attend and vote at, the Meeting and any adjournments thereof.

Only persons registered as Shareholders of the Company as of the Record Date are entitled to receive notice of the Meeting or any adjournment or adjournments thereof and to vote thereat unless, after the Record Date, a Shareholder transfers its Sylogist Shares and the transferee, not later than ten days before the Meeting, produces properly endorsed certificates evidencing such Sylogist Shares or otherwise establishes that it owns such Sylogist Shares and requests that the transferee's name be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such Sylogist Shares at the Meeting.

Questions or Require Voting Assistance?

If you have any questions or require assistance in completing your BLUE Proxy, please contact our strategic shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (International), by texting "INFO" to either number, or by email at assistance@laurelhill.com.

DATED as of April 14, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Errol Olsen"

Errol Olsen

Chair of the Board of Directors

YOUR VOTE IS IMPORTANT – VOTE YOUR BLUE PROXY ONLINE OR BY TELEPHONE TODAY

Questions or Need Help Voting?

Call or text "INFO" to Laurel Hill Advisory Group at 1-877-452-7184 (Canada/US), 1-416-304-0211 (International), or email

assistance@laurelhill.com