Dye & Durham Calls on Shareholders to Vote the GOLD Proxy for Sustained Value Creation

TORONTO, Dec. 12, 2024 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND) today, called on shareholders to vote for each of its seven nominees for election to the board of directors (the "Board") in connection with the upcoming annual and special meeting of Dye & Durham shareholders.

Shareholders, you have a very important decision to make, and one that will determine the future of your investment in Dye & Durham.

With the voting deadline of Friday, December 13, 2024, at 10:30 a.m. (Toronto time) rapidly approaching, shareholders must choose between the Dye & Durham nominees, and a slate proposed by Engine Capital LP ("Engine").

Throughout its campaign, Engine has advanced a false and disingenuous narrative that suggests Dye & Durham has not driven value for shareholders. As long term shareholders know, the Company has grown from an enterprise value of approximately $4 million to $2.5 billion. It started as a regional company which rapidly became a global provider of legal technology. The foundation of the Company was built on deliberate, successful and accretive M&A, and has been driving impressive organic growth.

You have a simple choice, an opportunity to drive sustained value creation by choosing Dye & Durham's nominees, or a potentially chaotic and value destructive replacement of the Board and management team by the Engine nominees.

The seven Dye & Durham nominees, as a group, bring track records of independence, value creation, C-suite experience, relevant backgrounds, and fresh shareholder focused perspective. The nominees are the result of a deliberate refreshment process that also balances the need for institutional memory and continuity on the Board. The nominees will ensure business continuity by keeping the management team intact and focused on continuing to drive record financial performance.

Dye & Durham's Board and management team are executing on its Value Creation plan to (i) drive organic growth through integration and cross-selling opportunities, (ii) suspend significant M&A until our target leverage ratio has been met, (iii) continue to reduce leverage in the business, and (iv) continue the business transition to a more predictable and transparent SaaS model.

With CEO Matthew Proud stepping down, the independent directors of the new Board will lead an orderly search and recruitment process, with the benefit of shareholder input, independent external advice and a robust selection process. Mr. Proud has also reiterated that he will not seek to become Chair of the Board, noting that the new CEO should not have the former CEO looking over their shoulder.

The Board has acted in good faith to lead a substantial refreshment with shareholder input, lead a CEO succession and transition, reposition the Company's capital allocation process, attempted to avoid this unnecessary and distracting proxy contest, and drive a Value Creation Plan that will serve all the Company's long term stakeholders. The nominees, if elected, will be accountable and independent fiduciaries for all shareholders. Engine by contrast, once in control, is unlikely to heed the views of other shareholders.

Shareholders, it is in your hands to safeguard the future of the Company. The Board asks you to vote the GOLD proxy or GOLD VIF, FOR all of the seven Dye & Durham nominees. If you have any questions or need help voting your shares, please contact our proxy solicitor, Carson Proxy, at Toll Free: 1-800-530-5189 Local and Text: 416-751-2066 or Email: [email protected].

It's time to put an end to Engine's campaign and let the Board and management team stay focused on driving value for all shareholders.

Advisors

Dye & Durham has retained Goldman Sachs, as its strategic advisor, Goodmans LLP and Groia & Company as its legal advisors, Gagnier Communications LLC and Sovereign Advisory Inc. as its strategic communications advisors, and Carson Proxy as its proxy solicitor.

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, Australia, and South Africa.

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

FOR FURTHER INFORMATION, PLEASE CONTACT: Investor Relations: Huss Hirji, VP, Investor Relations, Dye & Durham Limited, Email: [email protected], Phone: [phone]