Dye & Durham Responds to Engine Capital's Attempt to Replace its Board and Seize Control of the Company

TORONTO, Nov. 5, 2024 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND), one of the world's largest providers of cloud-based legal practice management software, today responded to Engine Capital LP's (together with its affiliates, "Engine" or "we") nomination of six individuals for the board of directors of the Company (the "Board") and stated desire to replace the Company's management team.

Engine, which has vehemently opposed the Company's exploration of strategic alternatives, including a sale of the business, is attempting a zero-premium takeover of Dye & Durham for its own gain and to the detriment of other shareholders.

Engine has repeatedly levelled baseless assertions against the Board and management team in its costly and distracting campaign to gain control of Dye & Durham. Engine's new proposed slate, as a group, lack substantive senior executive, operational, and board experience. Simply put, Dye & Durham does not believe that Engine's handpicked nominees are qualified to act as stewards of Dye & Durham's business.

Through a combination of disciplined capital deployment and organic growth, since its IPO, Dye & Durham has created one of the world's largest legal technology companies, outperforming virtually all of its peers by all key financial metrics as well as the Russell 3000 Index (by 86% since IPO, and 89% over the past year). In addition, the Company has experienced compound annual revenue and adjusted EBITDA growth of 58%¹. The Company has also taken concrete actions to reduce debt, and recently reported it surpassed $150 million in annual recurring revenue.

Engine and its partners' attempt at a wholesale replacement of the Board and management team, puts this extraordinary track record and future trajectory at risk. Engine's Arnaud Ajdler, after over a year of agitation and meetings with the Company, announced his nominees with great fanfare, but still could not produce a plan to run the business or unlock value.

As long term shareholders know, Dye & Durham, since the 2023 annual meeting, has proactively, deliberately, and substantially refreshed its Board. The Company looks forward to presenting its nominees to shareholders and operational plan in its upcoming management information circular, while continuing to focus on its business and drive value for shareholders.

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	^1 LTM FY2020 to LTM Q1 F2025

ABOUT DYE & DURHAM

Dye & Durham provides premiere 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.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.

Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective and to discuss Dye & Durham's financial outlook. The Company's definitions of non-IFRS measures may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of Dye & Durham's financial information reported under IFRS. The Company uses non-IFRS measures, including "EBITDA" (as defined below), to provide investors with supplemental measures of its operating performance and to eliminate items that have less bearing on operating performance or operating conditions and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. The Company's management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period. The Company believes that securities analysts, investors, and other interested parties frequently use non-IFRS financial measures in the evaluation of issues.

Please see "Cautionary Note Regarding Non-IFRS Measures" and "Select Information and Reconciliation of Non-IFRS Measures" in the Company's most recent Management's Discussion and Analysis, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca, for further details on certain non-IFRS measures.

EBITDA

"EBITDA" means net income (loss) before amortization and depreciation expenses, finance and interest costs including change in fair value of the Company's convertible debentures, loss on settlement of loans and borrowings, realized loss on derivatives, gains or losses from re-financing transactions and provision for income taxes.

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.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Dye & Durham Limited

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