Plans to Recruit a World-Class CEO, Focus Strategy Toward Organic Revenue Growth and Free Cash Flow Generation, Pause M&A Until Net Leverage is 3x, Improve Governance and Overhaul Compensation Practices

Provides a Credible, Achievable Path to Tripling Dye & Durham’s Share Price in Less Than Three Years

Calls on the Board to Disclose Details of Matt Proud’s Severance Agreement and $10 Million Payment so Shareholders Can Make an Informed Decision on the Future of Dye & Durham

Visit www.LetsFixDND.com to View the Presentation and Learn How to Vote on the BLUE Proxy Card “FOR” ALL SIX of Engine’s Directors and “WITHHOLD” on ALL of the Incumbent Directors

Engine Capital LP (together with its affiliates, "Engine" or "we"), which owns approximately 7.1% of the issued and outstanding common shares of Dye & Durham Limited (TSX: DND) ("Dye & Durham" or the "Company"), today released a presentation highlighting the opportunity to meaningfully upgrade Dye & Durham’s Board of Directors (the “Board”) by electing Engine’s six director candidates, who possess relevant expertise in software, legal technology, corporate turnarounds, capital allocation, governance and succession planning. Engine also filed its Information Circular and sent a letter to shareholders in connection with the upcoming Annual Meeting of Shareholders (the “Annual Meeting”) to be held on December 17, 2024.

The presentation contains the Engine slate’s plan to improve Dye & Durham’s operating strategy and meaningfully improve value for all shareholders by:

  1. Recruiting a World-Class CEO – Engine and its slate have been working with a nationally recognized executive search firm for nearly two months and are in communication with proven software CEO candidates who possess strong operational track records. Importantly, our nominees have experience running successful CEO searches and will ensure an independent and comprehensive process to appoint Dye & Durham’s next leader.
  2. Refocusing the Strategy – We will shift the Company’s focus toward true organic growth (e.g., growth not solely driven by M&A and pricing) by overhauling Dye & Durham’s go-to-market strategy. We are targeting a 10% organic revenue growth rate and 60% adjusted EBITDA to free cash flow conversion by 2028.
  3. Enhancing Capital Allocation – We will pause M&A and focus on debt reduction until net leverage is ~3x. We will also conduct a comprehensive review of the Company’s asset portfolio to establish core versus non-core businesses and evaluate whether asset divestments could deliver value and accelerate the deleveraging process.
  4. Rebuilding Trust with Stakeholders – We will foster an enhanced culture focused on disciplined, IRR-driven decisions that build long-term customer loyalty and shareholder value. We will also establish a workplace environment of greater accountability and respect.
  5. Overhauling Compensation Practices – We will establish an executive compensation framework that aligns management’s interests with shareholders, including by balancing retention and performance-based payouts.

Additionally, Engine believes Dye & Durham’s Board must immediately disclose the full details of CEO Matt Proud’s separation agreement to ensure shareholders can make an informed decision at the upcoming Annual Meeting. If not for media reports, shareholders would not have known about the unnecessary $10 million “ransom” payment to Mr. Proud. Shareholders deserve to have all the facts ahead of this consequential vote, including whether the severance arrangements affected the Company’s investor rights agreement with Mr. Proud’s investment vehicle, Plantro Ltd. Absent changes to that agreement, Mr. Proud could still seek to use its provisions to install himself as Chair of the Board. It would be extraordinary if the Board had created a situation where Mr. Proud was able to pocket his $10 million payment and continue to lead the Company as Chair, while interfering with the search for the next CEO.

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At the December 17th Annual Meeting, shareholders must decide which set of directors they trust with (i.) identifying, attracting and supervising Dye & Durham’s next leader, and (ii.) implementing and overseeing the Company’s go-forward operating strategy.

The only way to ensure the Board is best equipped to effectively guide the Company and implement our superior value creation plan is by voting FOR all six of Engine’s highly qualified and independent director candidates – Arnaud Ajdler, Hans T. Gieskes, Tracey E. Keates, Ritu Khanna, Anthony P. Kinnear and Sid Singh. We also recommend shareholders WITHHOLD support for all seven of the Company’s nominees.

Visit www.LetsFixDND.com to view Engine’s presentation, obtain a copy of Engine’s Information Circular and access related proxy materials, including a BLUE Proxy Card or voting instruction form.

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Due to the ongoing Canada Post mail strike, shareholders are urged not to wait for Engine’s proxy materials to arrive in the mail. Instead, take action immediately:

  • Contact your broker to obtain the 16-digit control number associated with your BLUE voting instruction form.
  • Once you have your control number, visit www.LetsFixDND.com/how-to-vote to cast your vote.
  • Discard the management GOLD proxy. Engine urges you to vote only using the BLUE proxy. If you have already voted using the GOLD Dye & Durham proxy, you can submit a new vote using the BLUE proxy. Only the later dated proxy will be counted at the Annual Meeting.
  • The deadline to vote is 10:30 a.m. (Toronto time) on December 12, 2024.

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Shareholders who have questions or require assistance voting their BLUE Proxy, please contact Sodali & Co at:

North American Toll-Free Number: 1-888-777-2094 Outside North America (collect calls accepted): 1-289-695-3075 Email: assistance@sodali.com

Shareholders should carefully review Engine’s information proxy circular dated November 29, 2024, which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

Disclaimer for Forward-Looking Information

Statements contained herein that are not historical facts constitute “forward-looking statements” and “forward-looking information” (together, “forward-looking statements”) within the meaning of applicable securities laws that reflect Engine’s current expectations, assumptions, and estimates of future events, performance and economic conditions. Such forward-looking statements rely on the safe harbor provisions of applicable securities laws. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that the Company’s securities will trade at the prices that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be proven, correct. Words and phrases such as “anticipate,” “believe,” “create,” “drive,” “expect,” “forecast,” “future,” “growth,” “intend,” “hope,” “opportunity,” “plan,” “confident,” “restore,” “reduce,” “potential,” “proposal,” “unlock,” “upside,” “will,” “would,” and similar words and phrases are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements concerning: the anticipated financial and operating performance of Dye & Durham; anticipated changes to Dye & Durham’s debt levels and financial ratios; the outcome of the Annual Meeting; the release of a transition plan and go-forward strategy; anticipated EBITDA; and achieving organic growth, free cash flow generation and leverage reduction. Such forward-looking statements are not guarantees of future performance or actual results, and readers should not place undue reliance on any forward-looking statement as actual results may differ materially and adversely from forward-looking statements. All forward-looking statements contained herein are made only as of the date hereof, and Engine disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Engine hereafter becomes aware, except as required by applicable law.

Non-IFRS Measures

This press release makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS financial measures by providing further understanding of the Company’s results of operations from the Company’s perspective as disclosed by the Company in its public disclosure, including in the Company’s Management Circular. The Company’s definitions of non-IFRS measures may not be the same as the definitions for such measures used by other companies or investors in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company discloses that it uses non-IFRS financial measures, including “EBITDA” and “Leveraged Free Cash Flow”, to provide investors with supplemental measures of the Company’s operating performance and to eliminate items that have less bearing on operating performance or operating conditions and thus highlight trends in the Company’s core business that may not otherwise be apparent when relying solely on IFRS financial measures. Engine believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers such as the Company. The Company also discloses that it uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period. 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 these non-IFRS measures, including (i) definitions of each non-IFRS measure and an explanation of the composition of each non-IFRS financial measure, and (ii) relevant reconciliations of each non-IFRS measure to its most directly comparable IFRS measure, which information is incorporated by reference herein. Engine believes that its disclosure of non-IFRS measures in this press release is consistent with the use of such measures by the Company.

About Engine Capital

Engine Capital LP is a value-oriented special situations fund that invests both actively and passively in companies undergoing change.

For Investors: Engine Capital LP 212-321-0048 info@enginecap.com

For Media: Longacre Square Partners Charlotte Kiaie / Bela Kirpalani, 646-386-0091 engine-DND@longacresquare.com

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