DYE & DURHAM ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN TO PROTECT THE INTEGRITY OF THE ONGOING SALES PROCESS

TORONTO, March 31, 2026 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND) today announced that the Board of Directors has approved the adoption of a shareholder rights plan (the "SRP") pursuant to a shareholder rights plan agreement entered into with Computershare Investor Services Inc., as rights agent, dated March 31, 2026. The SRP is being adopted in furtherance of Dye & Durham's previously announced sales process (the "Sales Process") for both the Company as a whole and for its Canadian Financial Services Division.

The Company previously adopted a shareholder rights plan effective October 8, 2025 (the "Existing SRP") in furtherance of the Company's previously announced strategic review. In accordance with the terms of the Existing SRP, provided that a Flip-in Event (as such term is defined in the Existing SRP) has not occurred (other than a Flip-in Event that has been waived in accordance with the terms of the Existing SRP), the Existing SRP and any outstanding rights thereunder will be of no further force and effect as of 5:00 pm (Toronto time) on April 8, 2026 (the "Original Expiration Time"). Since the Sales Process  will remain ongoing at the Original Expiration Time, the adoption of the SRP, which will become effective upon the Original Expiration Time (the "Effective Date"), will provide the Company with additional time to pursue the Sales Process in an orderly manner that is fair to all shareholders after the expiration of the Existing SRP.

The SRP is on substantially the same terms as the Existing SRP and is similar to shareholder rights plans adopted by other Canadian public companies. The SRP is intended to guard against a "creeping" take-over bid that could adversely impact the Sales Process and potential value maximizing transactions. As is customary, the SRP also prevents any shareholder and its joint actors that are deemed to Beneficially Own (as defined in the SRP) 20% or more of the common shares of the Company from acquiring additional common shares other than pursuant to a "Permitted Bid" and from entering into "hard" lock-up agreements.

Pursuant to the SRP, one right will attach to each common share of the Company outstanding as of the effective time under the SRP. Subject to the terms of the SRP, in the event that rights become exercisable under the SRP, holders of the rights (other than the acquiring person and its related parties and joint actors) will be permitted to exercise their rights to purchase additional common shares of the Company at a substantial discount to the then market price of the Company's common shares. Taking up common shares pursuant to a "Permitted Bid" would not trigger the SRP.

While the SRP will be effective as of the Effective Date, it is subject to acceptance by the Toronto Stock Exchange and will terminate at the earlier of the close of the meeting at which it is not confirmed by the Company's shareholders and the date that is six months following the Effective Date. If the SRP is confirmed by shareholders, it will remain in effect for a term of three years following such ratification, subject to earlier termination or expiration of the SRP in accordance with its terms. The Company currently intends to seek shareholder approval of the SRP at a special meeting of shareholders (the "Special Meeting") expected to be scheduled for June 2026 or such other date as may be approved by the Board.

The description of the SRP and Existing SRP in this press release is qualified in its entirety by the full text of the SRP and Existing SRP. A copy of the Existing SRP is currently available and a copy of the SRP will be available under the Company's profile on the SEDAR+ website at www.sedarplus.ca. Further details regarding the SRP will be included in the Company's management information circular prepared in connection with 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, Australia, and South Africa.

Additional information can be found at 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, including statements relating to (i) the commitments of the Strategic Committee and the Board with respect to the Sales Process and expected results therefrom; (ii) the Existing SRP and SRP, including their terms and the expected benefits therefrom; (iii) the operation and termination of the Existing SRP and SRP; (iv) Toronto Stock Exchange acceptance of the SRP; and (v) the Company's intention to hold the Special Meeting and the expected timing thereof. 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 particular, statements regarding Dye & Durham's intention to strengthen its business offerings and refine its strategy to deliver greater value for its customers are 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 risk associated with the Sales Process, including the outcome of the Sales Process, the ability to successfully enter into a transaction with a third party relating to the Company, including a potential sale, divesture of assets, recapitalization or merger transaction; the risk that the SRP may not have the expected outcomes, including the intention to provide additional time for the Company to pursue the Sales Process; the risk that the SRP is not accepted by the Toronto Stock Exchange; the risks associated with the Special Meeting, including the timing and expected outcomes thereof; as well as the factors discussed under "Risk Factors" in Dye & Durham's most recent annual information form. The forward-looking information is based on certain assumptions, including that none of the risks identified above materialize; that there are no unforeseen changes to economic and market conditions; and that no significant events occur outside the ordinary course of business. 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

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