Mr. Jean Ayas reports

DIALOGUE ANNOUNCES FILING OF MANAGEMENT PROXY CIRCULAR FOR THE SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE ARRANGEMENT WITH SUN LIFE

Further to its press release dated July 26, 2023, and in connection with the proposed acquisition of Dialogue Health Technologies Inc. by Sun Life Financial Inc. pursuant to terms of the arrangement agreement dated July 25, 2023, among Dialogue and Sun Life by way of a statutory plan of arrangement under the Canada Business Corporations Act, the special meeting of the shareholders of Dialogue to consider and vote upon a special resolution approving the proposed arrangement will be held virtually on Sept. 19, 2023, at 10 a.m. Montreal time.

The meeting will be held in a virtual-only format, which will be conducted by live audio webcast on-line (password: dialogue2023 (case sensitive)). Shareholders will have an equal opportunity to attend the meeting on-line regardless of their geographic location.

To attend and vote on-line, shareholders will need to carefully follow the instructions, which are found in Dialogue's notice of special meeting of shareholders and management proxy circular dated Aug. 17, 2023, in respect of the meeting, on the applicable proxy and voting instruction forms. If you have any questions or require assistance in completing your form of proxy, voting instruction form or letter of transmittal, please contact the company's transfer agent and depositary, Computershare Investor Services Inc., at 1-800-564-6253 or 514-982-7555 or through Computershare's website.

Meeting materials

In connection with the meeting, Dialogue's notice of special meeting, circular and related forms have been filed under Dialogue's profile on SEDAR+ and are being mailed to shareholders.

The arrangement

Under the terms of the arrangement agreement, Sun Life proposes to indirectly acquire all of the issued and outstanding common shares of the company, other than those owned by Sun Life Assurance Company of Canada (SLA) and certain common shares owned by members of Dialogue management (collectively, the rolling shareholders) for $5.15 in cash per common share.

Recommendation of the board

The board of directors of Dialogue (with interested and non-independent directors abstaining from voting), based on the unanimous recommendation of a committee of independent directors, unanimously approved the entering into by Dialogue of the arrangement agreement. The board determined, after receiving financial and legal advice, that the arrangement is in the best interests of the company and is fair to the shareholders (other than SLA and the rolling shareholders). The board recommends unanimously that shareholders vote in favour of the arrangement resolution.

Shareholder support

On July 25, 2023, concurrently with the execution of the arrangement agreement, Portag3 Ventures LP, Portag3 Ventures II Investments LP and WSC IV LP, collectively holding approximately 20.9 per cent of the outstanding common shares, and each of the directors and executive officers of Dialogue entered into voting and support agreements pursuant to which they agreed to vote their common shares in favour of the arrangement resolution. Consequently, shareholders holding: (i) approximately 52.2 per cent of the common shares eligible to vote in the special resolution vote described as follows (including the common shares held by SLA); and (ii) approximately 30.5 per cent of the common shares eligible to vote in the minority approval vote described as follows have agreed to vote in favour of the arrangement resolution.

The arrangement resolution must be approved by: (i) at least two-thirds of the votes cast by shareholders voting in person or by proxy at the special meeting of the shareholders, voting together as a single class; and (ii) a simple majority of the votes cast by the shareholders (other than SLA and the rolling shareholders) voting in person or by proxy at the special meeting of the shareholders, voting together as a single class, as further described in the circular.

Your vote is important. Whether or not you plan to attend the meeting, the company encourages you to vote promptly.

The arrangement is expected to close in 2023, subject to obtaining the required shareholder, court and regulatory approvals, and the satisfaction of other customary closing conditions.

About Dialogue Health Technologies Inc.

Incorporated in 2016, Dialogue is Canada's premier virtual health care and wellness platform, providing affordable, on-demand access to quality care. Through its team of health professionals, it serves employers and organizations that have an interest in the health and well-being of their employees and members and their families. Dialogue's Integrated Health Platform is a one-stop health care hub that centralizes all programs in a single, user-friendly application, providing access to services 24 hours per day, 365 days per year from the convenience of a smart phone, computer or tablet. Dialogue is the first virtual care provider to receive the Accreditation Canada Primer award, a third party validation of safety and high-level quality of care.

We seek Safe Harbor.