Dye & Durham Announces Receipt of Director Nomination and Rejection of Shareholder Proposal

TORONTO, July 2, 2024 /CNW/ - Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND) announced today that OneMove Capital Ltd. (formerly known as Seastone Invest Limited) ("OneMove") provided the Company with notice pursuant to the terms of the investor rights agreement (the "IRA") dated July 17, 2020 between the Company, Plantro Ltd. and OneMove, of its nomination of Eric Shahinian as its nominee for election at the Company's upcoming special meeting of shareholders scheduled to be held on August 20, 2024 (the "Special Meeting"), bringing the total number of nominees to five for three contested board seats.

The Company currently intends to honour its obligations under the IRA and nominate Mr. Shahinian as a director at the Special Meeting, and expects OneMove to also honour its obligations under the IRA, including in respect of how it votes its shares.

In addition, the Company announced that OneMove submitted a shareholder proposal in respect of the Special Meeting, pursuant to which OneMove sought the removal of Edward Prittie as a director of the Corporation at the Special Meeting (the "Proposal").

The Company's board of directors (the "Board") carefully reviewed the Proposal and determined to reject it as invalid. The Board believes that the Proposal is an attempt by OneMove to redress a personal grievance against Mr. Prittie, for refusing to comply with OneMove's demands.

The Board notes that OneMove has designated Mr. Prittie as its nominee under the IRA since the Company's IPO, and re-nominated him in each year since. During his tenure on the Board, Mr. Prittie has served with distinction and acted in the best interests of the Company. Since the Company's IPO he has also received over 90% support at each of Dye & Durham's annual meetings of shareholders, most recently receiving 96.67% of the votes cast for his re-election at the 2023 Annual Meeting.

Shareholders are not required to take any action at this time. Shareholders will receive detailed information about the matters to be presented at the Special Meeting and information about how to vote in a management information circular in advance of the Special Meeting.

ABOUT DYE & DURHAM LIMITED

Dye & Durham Limited provides premier practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions and enables the essential payments infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, and Australia.

Additional information can be found at www.dyedurham.com.

Forward-looking Statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects Dye & Durham's current expectations regarding future events. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dye & Durham's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in Dye & Durham's most recent annual information form. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE Dye & Durham Limited