Proxy Advisors Endorse Dentalcorp’s Shareholder Vote Ahead of Key Meeting

Dentalcorp Holdings Ltd. has received favorable recommendations from two prominent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, urging shareholders to vote in favor of its proposed arrangement transaction. This decision is set to be discussed at the upcoming special meeting of securityholders scheduled for December 4, 2025, at 11:00 a.m. Toronto time.

The arrangement involves a newly formed acquisition vehicle controlled by GTCR LLC acquiring all of Dentalcorp’s issued shares for $11.00 per share. This includes both subordinate voting shares and multiple voting shares, with certain exceptions for shares held by key executives and participating partner dentists. These shareholders, termed “Rollover Shareholders,” have opted to rollover some of their shares into the new acquisition structure.

As part of the arrangement, Dentalcorp announced that approximately 2,321,558 subordinate voting shares owned by partner dentists will be excluded from the minority approval vote required under Multilateral Instrument 61-101. This exclusion represents around 1.2% of the subordinate voting shares eligible to be voted at the meeting. When combined with shares held by Graham Rosenberg, the Company’s Founder and CEO, and Nate Tchaplia, President and CFO, the total exclusion amounts to approximately 3,675,309 shares, or 1.92% of the total outstanding shares.

Shareholder Meeting and Board Recommendations

The Board of Directors and a special committee comprising independent directors have unanimously agreed that the proposed arrangement is fair to shareholders who are not classified as Rollover Shareholders. They recommend that all other securityholders vote in favor of the arrangement at the upcoming meeting.

The arrangement provides a significant opportunity for Dentalcorp to enhance its position within the dental health sector. With a network of dental practices across Canada, Dentalcorp aims to improve clinical outcomes while also offering partner dentists the chance to maintain their clinical autonomy.

For shareholders seeking assistance or additional information regarding the voting process or details contained in the management information circular dated November 4, 2025, they are encouraged to contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group. They can be reached toll-free in North America at 1-877-452-7184 or via email at [email protected].

About Dentalcorp and Future Outlook

Dentalcorp is recognized as Canada’s largest and one of North America’s fastest-growing networks of dental practices. The company is dedicated to enhancing the overall health and wellbeing of Canadians through superior clinical outcomes. It achieves this by acquiring leading dental practices and uniting them under a common goal of becoming the most trusted healthcare network in Canada.

This announcement follows a trend of increasing consolidation in the healthcare sector, particularly within dental services. Dentalcorp’s strategic moves are aimed at positioning the company for future growth while navigating the complexities of the current market landscape.

The upcoming securityholder meeting will be pivotal in determining the direction of Dentalcorp and its stakeholders, making the recommendations from ISS and Glass Lewis particularly significant in influencing shareholder decisions.