CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN INFORMATION INCLUDED, ATTACHED TO, PROVIDED WITH, OR INCORPORATED BY REFERENCE INTO THIS WEBSITE MAY CONTAIN FORWARD-LOOKING STATEMENTS, AS SUCH TERM IS DEFINED AND/OR USED IN APPLICABLE CANADIAN SECURITIES LEGISLATION, ABOUT THE OBJECTIVES OF ENGINE AS THEY RELATE TO DYE & DURHAM AND THE IMPACT OF THE ENGINE NOMINEES, IF ELECTED, ON THE FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS STRATEGIES, REVENUE OR DEBT ENHANCEMENTS, AND COMPETITIVE POSITION OF DYE & DURHAM.

ALL STATEMENTS INCLUDED, ATTACHED TO, PROVIDED WITH, OR INCORPORATED BY REFERENCE INTO THIS WEBSITE, OTHER THAN STATEMENTS OF HISTORICAL FACT, ARE FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING ACTIVITIES, EVENTS OR DEVELOPMENTS THAT ENGINE EXPECTS OR ANTICIPATES MAY OCCUR IN THE FUTURE. THESE FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “CREATE”, “DRIVE”, “FORECAST”, “FUTURE”, “GROWTH”, “TRIPLE”, “POSSIBLY”, “WILL”, “WOULD”, “COULD”, “CAN”, “EXPECT”, “INTEND”, “HOPE”, “OPPORTUNITY”, “PLAN”, “CONFIDENT”, “RESTORE”, “REDUCE”, “UNLOCK”, “UPSIDE”, “ESTIMATE”, “POTENTIAL”, “ANTICIPATE”, “BELIEVE” OR “CONTINUE” OR SIMILAR WORDS OR THE NEGATIVE THEREOF AND INCLUDE STATEMENTS CONCERNING SUPPORT FOR ENGINE, THE IMPLEMENTATION AND TIMING OF THE COMPANY’S BUSINESS STRATEGY, THE PLANS AND INTENTIONS FOR THE FUTURE BY ENGINE AND THE ENGINE NOMINEES, THE PERFORMANCE OF THE COMPANY’S STOCK PRICE, FUTURE GOVERNANCE OF THE COMPANY AND THE COMPANY’S SUSTAINABLE GROWTH PROSPECTS.

THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS WEBSITE ARE BASED ON UNDERSTANDINGS AND ASSUMPTIONS, BELIEFS, OPINIONS AND EXPECTATIONS OF ENGINE, WHICH ENGINE BELIEVES TO BE REASONABLE AT THE TIME THEY ARE MADE. THESE ASSUMPTIONS INCLUDE, BUT ARE NOT LIMITED TO, DYE & DURHAM’S FUTURE GROWTH POTENTIAL; ITS RESULTS OF OPERATIONS; FUTURE CASH FLOWS; THE FUTURE PERFORMANCE AND BUSINESS PROSPECTS AND OPPORTUNITIES OF DYE & DURHAM; THE ELECTION OF THE ENGINE NOMINEES; THE ABILITY OF THE ENGINE NOMINEES, IF ELECTED, TO EFFECT POSITIVE CHANGE AT DYE & DURHAM; THE TRANSITION PLAN AND GO-FORWARD STRATEGY; ANTICIPATED EBITDA; ACHIEVING ORGANIC GROWTH, FREE CASH FLOW GENERATION AND LEVERAGE REDUCTION; THE CURRENT GENERAL AND REGULATORY ENVIRONMENT AND ECONOMIC CONDITIONS REMAINING UNCHANGED; THE AVAILABILITY OF FINANCING; ANTICIPATED CHANGES TO DYE & DURHAM’S DEBT LEVELS AND FINANCIAL RATIOS; OPERATING AND CAPITAL COSTS; DYE & DURHAM’S AVAILABLE CASH RESOURCES; DYE & DURHAM’S ABILITY TO IDENTIFY, ATTRACT AND RETAIN SKILLED STAFF AND EXECUTE ON THE MANAGEMENT TRANSITION, INCLUDING THE TRANSITION OF THE COMPANY’S CHIEF EXECUTIVE OFFICER; CURRENCY EXCHANGE RATES; REQUIRED CAPITAL INVESTMENTS; MARKET COMPETITION; ONGOING RELATIONS WITH EMPLOYEES AND OTHER STAKEHOLDERS; AND GENERAL BUSINESS AND ECONOMIC CONDITIONS.

THERE CAN BE NO ASSURANCE THAT THE PLANS, INTENTIONS OR EXPECTATIONS UPON WHICH THESE FORWARD-LOOKING STATEMENTS ARE BASED WILL OCCUR. WE CAUTION READERS OF THIS WEBSITE NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS CONTAINED IN THIS WEBSITE, WHICH ARE NOT A GUARANTEE OF PERFORMANCE AND ARE SUBJECT TO A NUMBER OF UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE SHAREHOLDER ACTIONS; POTENTIAL LEGAL PROCEEDINGS AND THE OUTCOME THEREOF; THE TIMING AND OUTCOME OF THE ANNUAL MEETING OF SHAREHOLDERS OF THE COMPANY; ACTIONS BY THE COMPANY, MANAGEMENT OR MEMBERS OF THE COMPANY’S CURRENT BOARD OF DIRECTORS; UNEXPECTED CHANGE OF CONTROL CONSEQUENCES; THE FAILURE OF SHAREHOLDERS TO NOMINATE ALL OF THE ENGINE NOMINEES; THE STATUS OF DYE & DURHAM’S ASSETS, FINANCIAL CONDITION AND CORPORATE BOOKS AND RECORDS; GENERAL ECONOMIC AND MARKET CONDITIONS; AVAILABILITY OF CAPITAL; CHANGES IN LAW; REGULATORY PROCESSES; ACTIONS OF COMPETITORS; THE ABILITY TO IMPLEMENT BUSINESS STRATEGIES AND PURSUE BUSINESS OPPORTUNITIES AND FINANCING ALTERNATIVES AFTER A STATE OF UNCERTAINTY; THE RESPONSE TO AND OUTCOME OF THE CANADIAN COMPETITION BUREAU’S INVESTIGATION INTO THE COMPANY’S POSITION IN THE CONVEYANCING SOFTWARE MARKET; AND THE RESPONSE TO AND OUTCOME OF ANY COURT APPLICATIONS THAT MAY BE MADE AGAINST ENGINE. SHAREHOLDERS ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING THOSE RISKS AND UNCERTAINTIES DETAILED IN DYE & DURHAM’S FILINGS WITH APPLICABLE CANADIAN SECURITIES COMMISSIONS, COPIES OF WHICH ARE AVAILABLE UNDER DYE & DURHAM’S ISSUER PROFILE AT WWW.SEDARPLUS.CA. WE URGE YOU TO CAREFULLY CONSIDER THOSE FACTORS. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS WEBSITE ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THIS CAUTIONARY STATEMENT. THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS WEBSITE ARE MADE AS OF THE DATE OF THE RELEVANT DOCUMENT CONTAINING SUCH FORWARD-LOOKING STATEMENTS AND ENGINE UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE SUCH FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION, SUBSEQUENT EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW.

NON-IFRS MEASURES

THIS WEBSITE 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 WEBSITE IS CONSISTENT WITH THE USE OF SUCH MEASURES BY THE COMPANY. 

 

ADDITIONAL INFORMATION

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THIS WEBSITE AND THE MATERIALS CONTAINED HEREIN ARE FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY AND INTENDED SOLELY FOR CANADIAN OR U.S. RESIDENTS. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF ENGINE CAPITAL MANAGEMENT, LP AND ITS AFFILIATES (COLLECTIVELY, “ENGINE”) AS OF THE DATE HEREOF.  ENGINE RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AND FOR ANY REASON AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO CORRECT, UPDATE OR REVISE THE INFORMATION CONTAINED HEREIN OR TO OTHERWISE PROVIDE ANY ADDITIONAL MATERIALS.

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ALL OF THE INFORMATION CONTAINED HEREIN IS BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO DYE & DURHAM LIMITED (THE “COMPANY”), INCLUDING FILINGS MADE BY THE COMPANY UNDER THE COMPANY'S PROFILE ON SEDAR+ AT WWW.SEDARPLUS.CA AND OTHER SOURCES, AS WELL AS ENGINE’S ANALYSIS OF SUCH PUBLICLY AVAILABLE INFORMATION.  ENGINE HAS RELIED UPON AND ASSUMED, WITHOUT INDEPENDENT VERIFICATION, THE ACCURACY AND COMPLETENESS OF ALL DATA AND INFORMATION AVAILABLE FROM PUBLIC SOURCES, AND NO REPRESENTATION OR WARRANTY IS MADE THAT ANY SUCH DATA OR INFORMATION IS ACCURATE. ENGINE RECOGNIZES THAT THERE MAY BE CONFIDENTIAL OR OTHERWISE NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY THAT COULD ALTER THE OPINIONS OF ENGINE WERE SUCH INFORMATION KNOWN.  NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS GIVEN AS TO THE RELIABILITY, ACCURACY, FAIRNESS OR COMPLETENESS OF THE INFORMATION OR OPINIONS CONTAINED HEREIN, AND ENGINE AND EACH OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS EXPRESSLY DISCLAIM ANY LIABILITY WHICH MAY ARISE FROM THIS WEBSITE AND ANY ERRORS CONTAINED HEREIN AND/OR OMISSIONS HEREFROM OR FROM ANY USE OF THE CONTENTS OF THIS WEBSITE.

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THIS WEBSITE AND THE OPINIONS EXPRESSED HEREIN SHOULD IN NO WAY BE VIEWED AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION WITH RESPECT TO THE COMPANY, COMPANY SECURITIES OR ANY TRANSACTION.  THIS WEBSITE IS NOT (AND MAY NOT BE CONSTRUED TO BE) LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE. WEBSITE VISITORS SHOULD CONSULT THEIR OWN LEGAL COUNSEL AND TAX AND FINANCIAL ADVISERS AS TO LEGAL AND OTHER MATTERS CONCERNING THE INFORMATION CONTAINED HEREIN.  THIS WEBSITE DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT MAY BE RELEVANT TO AN EVALUATION OF THE COMPANY, COMPANY SECURITIES OR THE MATTERS DESCRIBED HEREIN.

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THIS WEBSITE DOES NOT CONSTITUTE (AND MAY NOT BE CONSTRUED TO BE) A SOLICITATION OR OFFER BY ENGINE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS TO BUY OR SELL ANY COMPANY SECURITIES OR SECURITIES OF ANY OTHER PERSON IN ANY JURISDICTION OR AN OFFER TO SELL AN INTEREST IN FUNDS MANAGED BY ENGINE.  THIS WEBSITE DOES NOT CONSTITUTE FINANCIAL PROMOTION, INVESTMENT ADVICE OR AN INDUCEMENT OR ENCOURAGEMENT TO PARTICIPATE IN ANY PRODUCT, OFFERING OR INVESTMENT OR TO ENTER INTO ANY AGREEMENT WITH THE WEBSITE VISITOR. NO AGREEMENT, COMMITMENT, UNDERSTANDING OR OTHER LEGAL RELATIONSHIP EXISTS OR MAY BE DEEMED TO EXIST BETWEEN OR AMONG ENGINE AND ANY OTHER PERSON BY VIRTUE OF THIS WEBSITE.  NO REPRESENTATION OR WARRANTY IS MADE THAT ENGINE’S INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT ENGINES INVESTMENTS WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

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FUNDS MANAGED BY ENGINE CURRENTLY BENEFICIALLY OWN AND/OR HAVE AN ECONOMIC INTEREST IN AND MAY IN THE FUTURE BENEFICIALLY OWN AND/OR HAVE AN ECONOMIC INTEREST IN, COMPANY SECURITIES.  ENGINE INTENDS TO REVIEW ITS INVESTMENTS IN THE COMPANY ON A CONTINUING BASIS AND DEPENDING UPON VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION, THE COMPANY’S FINANCIAL POSITION AND STRATEGIC DIRECTION, THE OUTCOME OF ANY DISCUSSIONS WITH THE COMPANY, OVERALL MARKET CONDITIONS, OTHER INVESTMENT OPPORTUNITIES AVAILABLE TO ENGINE, AND THE AVAILABILITY OF COMPANY SECURITIES AT PRICES THAT WOULD MAKE THE PURCHASE OR SALE OF COMPANY SECURITIES DESIRABLE, ENGINE MAY FROM TIME TO TIME (IN THE OPEN MARKET OR IN PRIVATE TRANSACTIONS) BUY, SELL, COVER, HEDGE OR OTHERWISE CHANGE THE FORM OR SUBSTANCE OF ANY OF ITS INVESTMENTS (INCLUDING COMPANY SECURITIES) TO ANY DEGREE IN ANY MANNER PERMITTED BY LAW AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO NOTIFY OTHERS OF ANY SUCH CHANGES.  ENGINE ALSO RESERVES THE RIGHT TO TAKE ANY ACTIONS WITH RESPECT TO ITS INVESTMENTS IN THE COMPANY AS IT MAY DEEM APPROPRIATE.

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ENGINE HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN.  THE COMPANY HAS NOT APPROVED NOR DOES IT HAVE ANY RESPONSIBILITY FOR THIS WEBSITE OR ITS CONTENTS.

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​ADDITIONAL INFORMATION ABOUT THE COMPANY CAN BE FOUND UNDER THE COMPANY’S PROFILE ON SEDAR+ AT WWW.SEDARPLUS.CA. ENGINE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY INFORMATION PROVIDED BY OR RELATING TO THE COMPANY CONTAINED IN ANY PROXY SOLICITATION MATERIALS FILED OR DISSEMINATED BY, OR ON BEHALF OF, THE COMPANY OR ANY OTHER STATEMENTS THE COMPANY OR ITS REPRESENTATIVES HAVE MADE OR MAY OTHERWISE MAKE.

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THIS WEBSITE MAY CONTAIN LINKS TO ARTICLES AND/OR VIDEOS (COLLECTIVELY, “MEDIA”). THE VIEWS AND OPINIONS EXPRESSED IN SUCH MEDIA ARE THOSE OF THE AUTHOR(S)/SPEAKER(S) REFERENCED OR QUOTED IN SUCH MEDIA AND, UNLESS SPECIFICALLY NOTED OTHERWISE, DO NOT NECESSARILY REPRESENT THE OPINION OF ENGINE.

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ALL TRADEMARKS AND TRADE NAMES USED HEREIN ARE THE EXCLUSIVE PROPERTY OF THEIR RESPECTIVE OWNERS.

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BY ENTERING THIS SITE, YOU AGREE TO ITS TERMS AND CONDITIONS AND ALL LEGAL DISCLAIMERS.