Sylogist Ltd. — Proxy Solicitation & Information Statement 2026

Apr 17, 2026

sylogist

Computershare

320 Bay Street, 14th Floor

Toronto, ON M5H 4A6

www.computershare.com

Security Class

Holder Account Number

BLUE

Blue Form of Proxy - Annual and Special Meeting to be held on Tuesday, May 12, 2026

This Blue Form of Proxy is solicited by and on behalf of management of Sylogist Ltd.

Notes to proxy

1. Every holder of common shares of Sylogist Ltd. has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the common shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management of Sylogist Ltd. ("Management").
5. The common shares represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
6. The common shares represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular dated April 14, 2026 (the "Circular") or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law, whether or not the amendment, variation or other matter that comes before the meeting is routine or contested.
8. Late proxies may be accepted or rejected by the Chair of the meeting at their discretion, and they may waive or extend the proxy cut-off at their discretion and without prior notice. The Chair will be under no obligation to accept or reject any particular late proxy.
9. This proxy should be read in conjunction with the accompanying Circular of Sylogist Ltd. provided by Management.

Proxies submitted must be received by 10am Calgary time on May 8, 2026.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.
  1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

• Go to the following web site: www.investorvote.com
• Smartphone? Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

02SLED

---

+

Appointment of Proxyholder

I/We being holder(s) of securities of Sylogist Ltd. (the "Company") hereby appoint: Andrea Ward and Tracy Edkins (the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual and Special Meeting of shareholders of the Company to be held at Osler, Hoskin & Harcourt LLP, Suite 2700, Brookfield Place, 225 - 6th Avenue S.W., Calgary, AB T2P 1N2 on Tuesday May 12, 2026 at 10am Calgary Time.

VOTING RECOMMENDATIONS ARE INDICATED BY INCHLIGHTED TEXT OVER THE BOXES.

FOR	Withhold

1. Appointment of Auditors

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;

☐	☐

2. Election of Directors

Important Note:

You may vote "FOR" up to seven (7) nominees for election as director in total. If you vote "FOR" more than seven (7) nominees for election as director, only the first seven (7) votes in numerical order will be counted.

SYLOGIST RECOMMENDS SHAREHOLDERS VOTE FOR THE SIX SYLOGIST DIRECTOR NOMINEES PLUS THE SUPPORTED DISSIDENT'S NOMINEE, MARY FILIPPELLI AND WITHHOLD FROM VOTING ON THE OTHER THREE (3) DISSIDENT NOMINEES.

Sylogist Nominees
	FOR	Withhold
01. Errol Olsen	☐	☐
02. Aziz Benmalek	☐	☐
03. Tracy Edkins	☐	☐
04. J. Kim Fennell	☐	☐
05. Andrew Shen	☐	☐
06. Andrea Ward	☐	☐
Sylogist Supported Dissident Nominee
---	---	---
	FOR	Withhold
07. Mary Filippelli	☐	☐
Other Dissident Nominees
---	---	---
	For	WITHHOLD
08. Rhonda Bassett-Spiers	☐	☐
09. Jonny Franklin-Adams	☐	☐
10. Tyler Proud	☐	☐
FOR	Against
---	---

3. Ratify Shareholder Rights Plan

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, 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.

FOR

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)	Date
	DD / MM / YY

Signing Capacity

Interim Financial Statements – Mark this box if you would like to receive interim financial statements and accompanying Management's Discussion and Analysis by mail.

☐

Annual Report – Mark this box if you would NOT like to receive the Annual Report and accompanying Management's Discussion and Analysis by mail.

☐

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

SODQ

390220

AR2

+

025LFI