Dye & Durham Announces Support Agreements with Plantro and EdgePoint, Strengthening Governance with New Appointments

• Dye & Durham has entered into Support Agreements with Plantro and EdgePoint, aligning the Company with two of its largest shareholders, representing approximately 36% of shares outstanding
• Former Dye & Durham Chief Executive Officer Matthew Proud, Lee Matheson, and Peter Brimm appointed to the Board of Directors

TORONTO, Nov. 5, 2026 /CNW/ -- Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND), a leading provider of cloud-based legal practice management software, today announced it has reached support agreements with two of its largest shareholders, Plantro Ltd. ("Plantro") and EdgePoint Investment Group ("EdgePoint"). The support agreements mark a decisive step toward providing the Company, its customers, employees, and investors with a clear, stable governance framework through 2027.

In connection with the support agreements, the Board of Directors (the "Board") will be refreshed with individuals who collectively bring fresh shareholder perspective, relevant skills and experience, and critical institutional knowledge. Matthew Proud, Lee Matheson of EdgePoint and Peter Brimm, a former director of the Company, have been appointed to the Board. The Board also welcomes Patrick Dennis as a Board Observer. Mr. Dennis's extensive operating and transformation experience in enterprise software will support the Board as it advances the Company's strategic and financial priorities.

"Today's agreements are the result of constructive dialogue with our shareholders, and we welcome the new members of the Board," said Angela Zhang, Chair of the Board, Dye & Durham. "With a reinvigorated and aligned Board, we will continue to progress our search for a permanent Chief Executive Officer while supporting Todd and the management team in executing our strategy and driving sustainable value for all shareholders."

"We plan to collaborate closely with the Board and management to drive long-term performance at Dye & Durham," said Matthew Proud, Principal, Plantro. "Plantro believes that a focus on product development and disciplined execution will support Dye & Durham's path to future value creation. We are pleased to have reached an agreement with the Company and with EdgePoint, and we look forward to being a supportive and engaged shareholder."

"We are pleased to have aligned with other major Dye & Durham shareholders, including Plantro, and the Company's Board," said Lee Matheson, Partner, EdgePoint. "These agreements provide the stability the Company needs and we believe this sets the stage for the Company to focus fully on operating performance and balance sheet discipline."

"I am delighted to welcome Matthew, Lee and Peter to the Board, and Patrick as a Board Observer and advisor," said Todd Schulte, Interim Chief Executive Officer, Dye & Durham. "With our Board and our largest shareholders behind us, our teams can put their full attention where it belongs -- on our platform, our products, and the customers who rely on us every day."

Support Agreements

Under the terms of the support agreements, Plantro and EdgePoint have both entered into customary standstill and voting support agreements with the Company until September 2027. The agreements will be filed on SEDAR+.

EdgePoint receives a nomination right to the Company's Board during the standstill period and Lee Matheson serves as EdgePoint's nominee. Plantro continues to hold its existing nomination right with respect to a director; Matthew Proud will serve as Plantro's nominee. Norman Findlay will continue to serve on the Board until the Company's next annual meeting of shareholders.

The litigation between Plantro and the Company will be dismissed as part of these agreements.

About Matthew Proud, Lee Matheson, Peter Brimm, and Patrick Dennis

Lee Matheson is a Partner at EdgePoint Investment Group. Previously, he co-founded Broadview Capital Management Inc. and served as portfolio manager of the Broadview Dark Horse LP, a long/short fund focused on Canadian small-cap securities. Mr. Matheson has extensive experience as a public company director having served on ten public company boards. He currently serves as a director of Tucows Inc., where he also chairs the governance committee. He has previously served on the boards of AutoCanada Inc. (2020–2024), Optiva (2020–2025), Echelon Financial Holdings Inc. (2018–2020), exactEarth (2019–2021), RDM Corporation (2011–2017), AlarmForce Industries Inc. (2016–2018), WesternOne Inc. (2016–2018), Medworxx Solutions Inc. (2013–2015), and Strad Inc. (2019–2020). Mr. Matheson is a CFA charter holder, and member of the CFA Institute.

Peter Brimm, who previously served on the Board from November 2023 to December 2024, has been reappointed as a Director. Mr. Brimm has over 20 years of capital allocation, investing, and operating experience across multiple industries as a strategy and operations consultant, C-suite executive, and investor. He was recently President of Envoy Holdings, a single-family office. Previously, Mr. Brimm was Executive Vice President of Strategy and Innovation for Shiplake Properties, a Toronto-based real estate firm, and before that served as Chief Growth Officer at Leap Tools Inc. He has also held portfolio manager roles at several leading hedge funds in the US and Canada, including Relational Investors and West Face Capital Inc. Mr. Brimm currently serves on the boards of Pitney Bowes Inc. and Medical Facilities Corporation. He holds an MBA from the Stanford University Graduate School of Business, with certificates in Global Management and Public Management, and a B.A. cum laude in Business Economics from the University of California at Los Angeles. Mr. Brimm is a CFA charter holder, and member of the CFA Institute.

Matthew Proud is a Principal of Plantro and the Chief Executive Officer of MAK Acquisition Corp. Mr. Proud was the Global Chief Executive Officer of Dye & Durham from 2014 to 2024. In 2018, Mr. Proud was recognized as one of CNW Group/The Caldwell Partners International Inc.'s Canada's Top 40 Under 40 Honourees. Mr. Proud holds a Bachelor of Arts from the University of Cambridge and a Bachelor of Law from the University of Buckingham.

Patrick Dennis is a seasoned business executive and entrepreneur with more than 30 years of operational leadership across SaaS, enterprise software, and cybersecurity -- and a proven track record as a multi-time, successful public and private company CEO. He currently serves as Executive Chairman at Avaya, having transitioned from the CEO role after leading the company's transformation and repositioning as an enterprise software provider. As CEO, he focused Avaya's product and go-to-market strategy on the largest, most complex government and private-sector organizations globally, and led the company's AI initiatives, embedding AI capabilities across the business. As CEO of Venafi, he drove company-wide strategy with a focus on innovation and growth, leading the company's successful sale to CyberArk. He has also held multiple senior leadership roles at EMC and Oracle, driving strategic initiatives and operational excellence. In addition to his role at Avaya, Mr. Dennis currently serves as Chairman at Ripcord. He earned a B.S. in Information Technology from the Rochester Institute of Technology and is an active contributor to the Forbes Technology Council.

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 and forward-looking statements within the meaning of applicable securities laws, which reflects the Company's current expectations regarding future events, including statements relating to the composition of the Board, the entry into and terms of the support agreements with Plantro and EdgePoint, the settlement of certain litigation involving the Company, and the Company's governance framework and priorities moving forward. 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". All information that is not clearly historical in nature may constitute 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 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 risk that the support agreements with Plantro and EdgePoint, and the changes to the Board resulting from such agreements, do not achieve the expected outcomes and the risk factors discussed in the Company's most recent annual information form, available under Dye & Durham's profile on SEDAR+ at www.sedarplus.ca. The forward-looking information is also based on certain assumptions, including that none of the risks identified above materialize; that no significant events occur outside the ordinary course of business; and that all parties to the Plantro and EdgePoint support agreements abide by the terms thereof.

If any of the aforementioned risks or uncertainties materialize, or if the opinions, estimates, or assumptions underlying the forward-looking information prove incorrect, actual results or future events may vary materially from those anticipated by the forward-looking information. Accordingly, you should not place undue reliance on the forward-looking information. The forward-looking information in this press release represents Dye & Durham's expectations as of the date specified herein and is subject to change after that date. The Company disclaims any obligation to update or revise any forward-looking information, except as required under applicable securities laws.

SOURCE Dye & Durham Limited

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