• Securityholders are encouraged to vote “FOR” the special resolution approving the Arrangement in advance of the December 2, 2025 at 11:00 a.m. (Toronto time) deadline
• Dentalcorp securityholders with questions or who require more information with regard to voting may contact Laurel Hill Advisory Group, toll free in North America at 1-877-452-7184, or outside of North America or by text message at 416-304-0211, or by email at assistance@laurelhill.com.
• For more information, go to https://investors.dentalcorp.ca/gtcr-transaction

dentalcorp Holdings Ltd. (“Dentalcorp” or the “Company”) (TSX: DNTL) announced today that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. LLC (“Glass Lewis”) have each recommended that the Company’s shareholders vote FOR the special resolution (the “Arrangement Resolution”) to approve the previously announced proposed plan of arrangement transaction whereby a newly formed acquisition vehicle controlled by GTCR LLC (“GTCR”) will acquire all of Dentalcorp’s issued and outstanding subordinate voting shares (the “Subordinate Voting Shares”) and multiple voting shares (the “Multiple Voting Shares” and together with the Subordinate Voting Shares, the “Shares”) (other than certain Shares owned by Graham Rosenberg, the Company’s Founder, Chairman and CEO, Nate Tchaplia, the Company’s President and CFO, and the Company’s partner dentists who have elected to roll all or a portion of their Subordinate Voting Shares into the capital structure of a newly formed acquisition vehicle controlled by GTCR that will have direct or indirect ownership of Dentalcorp (collectively, the “Rollover Shareholders”) and any Shares in respect of which dissent rights are exercised and not withdrawn) for $11.00 per Share in cash (collectively, the “Transaction”). The Arrangement Resolution will be considered for approval at the special meeting of securityholders of the Company (the “Securityholder Meeting”) to be held on December 4, 2025 at 11:00 a.m. (Toronto time).

Dentalcorp also announced today that, further to its management information circular dated November 4, 2025 (the “Circular”), an aggregate of 2,321,558 Subordinate Voting Shares beneficially owned or directly or indirectly controlled or directed by partner dentists of Dentalcorp will be excluded for purposes of the “minority approval” vote on the Arrangement Resolution required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) in connection with the dentist rollover opportunity, being all of the Subordinate Voting Shares beneficially owned or directly or indirectly controlled or directed as of October 31, 2025, the record date for determining Dentalcorp securityholders entitled to receive notice of and to vote at the Securityholder Meeting (the “Record Date”), by partner dentists who have expressed an interest in participating in the dentist rollover opportunity. These excluded shares represent approximately 1.2% of the Subordinate Voting Shares entitled to be voted at the Securityholder Meeting.

Accordingly, together with the Subordinate Voting Shares beneficially owned by Messrs. Rosenberg and Tchaplia as of the Record Date, which will also be excluded from the “minority approval” vote, an aggregate of 3,675,309 Subordinate Voting Shares, collectively representing approximately 1.92% of the Subordinate Voting Shares entitled to be voted at the Securityholder Meeting, will be excluded for the purposes of the “minority approval” vote. A breakdown of the ownership of excluded shares is as follows:

As of the Record Date, there were 191,262,500 Subordinate Voting Shares issued and outstanding.

Unanimous Board and Special Committee Recommendations

A special committee of independent directors (the “Special Committee”) of the board of directors of Dentalcorp (the “Board”) and the Board (with conflicted directors abstaining) have both unanimously determined that the Arrangement is fair to holders of Shares (other than the Rollover Shareholders) and in the best interests of the Company. Acting on the unanimous recommendation of the Special Committee, the Board (with conflicted directors abstaining) has unanimously recommended that Dentalcorp securityholders (other than the Rollover Shareholders) vote FOR the Arrangement.

Shareholder Questions and Assistance

If you are a securityholder and have any questions regarding the information contained in the Circular or require assistance in completing your form of proxy or voting instruction form, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll free in North America at 1-877-452-7184, or outside of North America or by text message at 416-304-0211, or by email at assistance@laurelhill.com.

About Dentalcorp

Dentalcorp is Canada's largest and one of North America's fastest growing networks of dental practices, committed to advancing the overall well-being of Canadians by delivering the best clinical outcomes and unforgettable experiences. Dentalcorp acquires leading dental practices, uniting its network in a common goal: to be Canada's most trusted healthcare network. Leveraging its industry-leading technology, know-how and scale, Dentalcorp offers professionals the unique opportunity to retain their clinical autonomy while unlocking their potential for future growth. To learn more, visit dentalcorp.ca. Dentalcorp’s head office is located at 181 Bay Street, Suite 2600, Toronto, Ontario, M5J 2T3.

Forward-Looking Information

This release includes forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation, including the Securities Act (Ontario). Forward-looking information includes, but is not limited to, statements about the Company’s objectives, strategies to achieve those objectives, our financial outlook, and the Company’s beliefs, plans, expectations, anticipations, estimates, or intentions. Forward-looking information includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions suggesting future outcomes or events. Forward-looking statements include, among other things, statements with respect to the Securityholder Meeting.

Forward-looking statements are necessarily based upon the Company’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of this release, are inherently subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required securityholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management’s attention from the Company’s ongoing business operations; and the other risk factors identified under “Risk Factors” in the Company’s Annual Information Form for the year ended December 31, 2024, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. The Company is under no obligation (and expressly disclaims any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. All of the forward-looking information in this release is qualified by the cautionary statements herein.

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