Optiva Inc. — M&A Activity 2025

Oct 6, 2025

Form 51-102F3
Material Change Report

Item 1. Name and Address of Company
Optiva Inc. (the "Corporation")
2233 Argentia Road, East Tower
Suite 302
Mississauga, ON L5N 2X7

Item 2. Date of Material Change
September 26, 2025

Item 3. News Release
The Corporation issued a news release with respect to the material change referred to in this report on September 26, 2025 through the facilities of GlobeNewswire and subsequently filed a copy of the news release on SEDAR+ at www.sedarplus.ca under the Corporation's issuer profile.

Item 4. Summary of Material Change
On September 26, 2025, the Corporation entered into an arrangement agreement (the "Arrangement Agreement") with Qvantel Oy (the "Purchaser"), pursuant to which, among other things, subject to the terms and conditions thereof, (i) the Purchaser has agreed to acquire all of the issued and outstanding common shares of the Corporation immediately prior to closing (the "Shares" and each, a "Share") in exchange for cash consideration of $0.25 per Share, and (ii) the entire principal amount of 9.75% senior secured PIK toggle notes (being, as of the date hereof, US$108.6 million) plus accrued interest which were initially due July 20, 2025 (the "PIK Notes") will be cancelled in exchange for a combination of cash consideration, new notes of the Purchaser, voting shares of the Purchaser (the "Purchaser Shares") and warrants to purchase additional Purchaser Shares (collectively, the "Transaction").

Item 5.1. Full Description of Material Change

Summary of Arrangement
On September 26, 2025, the Corporation entered into the Arrangement Agreement with the Purchaser, pursuant to which, among other things, subject to the terms and conditions thereof, (i) the Purchaser has agreed to acquire all of the issued and outstanding Shares immediately prior to closing in exchange for the Shareholder Consideration (as defined below), and (ii) all of the PIK Notes will be cancelled in exchange for the Noteholder Consideration (as defined below). The Transaction will be implemented by way of a statutory plan of arrangement under section 192 of the Canada Business Corporations Act.

Shareholder Consideration and Noteholder Consideration
The Arrangement Agreement provides that, pursuant to the Transaction: (a) holders of Shares immediately prior to closing (the "Shareholders") will receive cash consideration

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of $0.25 per Share held (the "Shareholder Consideration"); and (b) holders of PIK Notes (the "Noteholders") will ultimately receive: (i) Purchaser Shares at a ratio of 102.236 Purchaser Shares for each US$1,000 principal amount of PIK Notes, representing in aggregate approximately 22.4% of Purchaser Shares outstanding post-closing; (ii) senior secured notes to be issued by the Purchaser in the aggregate principal amount of US$25 million, subject to adjustment in certain circumstances in accordance with the Arrangement Agreement; (iii) warrants to purchase such number of additional Purchaser Shares as is equal to 3% of the outstanding Purchaser Shares on a post-closing basis; (iv) a cash payment at closing (if any), to the extent the Corporation has a cash surplus at closing above a specified cash target; and (v) a deferred cash payment (if any) payable post-closing up to a maximum aggregate amount of US$700,000, to the extent there are surplus accounts receivables and certain such accounts are collected within a specified period post-closing, which in the case of (ii), (iii), (iv) and (v) shall be on a pro rata basis among the Noteholders based on the aggregate principal amount of PIK Notes held by such Noteholder prior to the effective time of the Transaction (the "Noteholder Consideration").

Termination of Shareholder Rights Plan

The Arrangement Agreement provides that, pursuant to the plan of arrangement steps, notwithstanding the terms of the shareholder rights plan dated as of July 27, 2020 between the Corporation and Computershare Investor Services Inc., as rights agent (as renewed from time to time, the "Shareholder Rights Plan"), the Shareholder Rights Plan shall be terminated and all rights issuable pursuant to the Shareholder Rights Plan shall be cancelled without any payment in respect thereof.

Treatment of Options and DSUs

Pursuant to the Arrangement Agreement, (i) each option of the Corporation shall be cancelled without any payment and (ii) each deferred share unit of the Corporation shall be settled by the Corporation in consideration for a cash payment from the Corporation equal to the Shareholder Consideration, less deductions and withholdings required to be made under applicable laws.

Deal Protections

The Arrangement Agreement also provides for customary deal protection provisions, including non-solicitation covenants of the Corporation and "fiduciary out" provisions in favour of the Corporation which allow the Corporation to consider and accept an unsolicited superior proposal in certain circumstances, subject to "right-to-match" provisions in favour of the Purchaser. In addition, the Arrangement Agreement provides for a termination fee of $5 million payable by the Corporation to the Purchaser if it accepts a superior proposal and in certain other specified circumstances. Each of the Corporation and the Purchaser have made customary representations, warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of the Corporation's and the Purchaser's business prior to the closing of the Transaction.

Conditions to the Transaction

Completion of the Transaction is subject to customary conditions, including, among others, approval of the Ontario Superior Court of Justice (Commercial List) and the approval of the Noteholders and Shareholders in respect of the Transaction and approval by Purchaser

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shareholders.

Voting Support Agreements

In connection with the Transaction, (a) certain significant Shareholders and each of directors and executive officers of the Corporation, holding in the aggregate approximately 67.0% of the issued and outstanding Shares, have entered into voting support agreements (the "Shareholder VSAs") with the Purchaser, pursuant to which they have agreed to, among other things, vote all of their Shares in favour of the Transaction, and (b) certain Noteholders, holding in the aggregate 83.5% of the issued and outstanding PIK Notes, have entered into voting support agreements with the Corporation and the Purchaser, pursuant to which they have agreed to, among other things, (i) vote all of their PIK Notes in favour of the Transaction, and (ii) forbear from exercising rights and remedies under the PIK Notes and not to accelerate or enforce repayment of any of the PIK Notes (the "Noteholder VSAs", collectively with the Shareholder VSAs, the "Voting Support Agreements").

Except as noted below, the Shareholder VSAs and Noteholder VSAs are subject to customary termination in certain circumstances if the Arrangement Agreement is terminated, including if the Corporation terminates the Arrangement Agreement to accept a superior proposal.

However, EdgePoint Investment Group Inc. ("EdgePoint"), which holds approximately 29.1% of the issued and outstanding Shares and approximately 74.7% of the issued and outstanding PIK Notes, is party to a Voting Support Agreement which does not terminate in the event the Arrangement Agreement is terminated and instead terminates on the earlier of the closing of the Transaction or 10 days following the outside date of the Arrangement Agreement.

In addition, directors, officers and significant shareholders of the Purchaser, holding approximately an aggregate 67.7% of the issued and outstanding Purchaser Shares, have entered into voting support agreements with the Corporation and the Purchaser, pursuant to which they have agreed to, among other things, vote all of their Purchaser Shares in favour of the Transaction and the transactions contemplated in the Arrangement Agreement.

The Transaction will constitute a "business combination" within the meaning of MI 61-101; as such, a majority of the minority vote of the Shareholders will be required to approve the Transaction. The Corporation is relying on the "previous arm's length negotiations" exemption from the requirement under MI 61-101 to obtain a formal valuation of the Shares. Further details of this exemption will be provided in the management information circular (the "Information Circular") to be filed and mailed to the Shareholders and Noteholders in connection with the meetings of Shareholders and Noteholders (the "Meetings") to be called to approve the Transaction which are expected to be held by December 2025.

Board of Directors Recommendation

The board of directors of the Corporation (the "Board"), having received the unanimous recommendation of a special committee of the Board comprised solely of independent directors of the Corporation (the "Special Committee") and after receiving outside legal

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and financial advice, has unanimously determined that the Transaction is fair to the Shareholders and in the best interests of the Corporation and unanimously recommends that the Shareholders and Noteholders vote in favour of the Transaction. In making their respective determinations, the Board and the Special Committee considered, among other factors, the opinion of Raymond James Ltd. to the effect that, as of September 25, 2025, subject to the assumptions, limitations and qualifications contained therein: (i) the Shareholder Consideration to be received by the Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Shareholders, other than EdgePoint; and (ii) the Noteholders would be in a better financial position under the Transaction than if the Corporation was liquidated, as the estimated aggregate value of the Noteholder Consideration to be held by the Noteholders following the Transaction would exceed the estimated aggregate value the Noteholders would receive in a liquidation (together, the "Opinions"). A copy of the Opinions will be included in the Information Circular.

Closing

Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in December 2025. Upon closing of the Transaction, it is expected that the Shares will be delisted from the Toronto Stock Exchange (the "TSX") and that the Corporation will cease to be a reporting issuer under applicable Canadian securities laws.

Additional Information

Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which is available on SEDAR+ at www.sedarplus.ca under the Corporation's issuer profile.

Additional information regarding the Transaction, the background to the Transaction, the rationale for the recommendations of the Special Committee and the Board, and how Shareholders and Noteholders can participate in, and vote at, the Meetings will be provided in the Information Circular, which will also be filed on SEDAR+ at www.sedarplus.ca under the Corporation's issuer profile in due course. Shareholders and Noteholders are urged to read the Arrangement Agreement, the Information Circular and other relevant materials when they become available.

Item 5.2. Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

Not applicable.

Item 8. Executive Officer

Robert Stabile

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Chief Executive Officer 416-274-8084

Date of Report

October 6, 2025

Item 9.

FORWARD-LOOKING STATEMENTS

This material change report may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Corporation's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this material change report include statements regarding the proposed acquisition by the Purchaser of all of the Shares, the exchange of the PIK Notes for the Noteholder Consideration, and the terms thereof, the impact and benefits of the proposed Transaction, the anticipated date of the Meetings, the anticipated filing of materials on SEDAR+, the expected timing of completion of the Transaction, the expectation that the Shares will be delisted from the TSX and that the Corporation will cease to be a reporting issuer under applicable Canadian securities laws and other statements that are not historical fact.

The forward-looking statements in this material change report are based on a number of key expectations and assumptions made by the Corporation including, without limitation: the Transaction will be completed on the terms currently contemplated, the Transaction will be completed in accordance with the timing currently expected, all conditions to the completion of the Transaction will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction. Although the forward-looking statements contained in this material change report are based on what the Corporation's management believes to be reasonable assumptions, the Corporation cannot provide any assurance that actual results will be consistent with such statements.

The forward-looking statements in this material change report are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, among others: the Transaction not being completed in accordance with the terms currently contemplated or the timing currently expected, or at all (including, the risks relating to the repayment of PIK Notes in the event of non-completion of the Transaction), expenses incurred by the Corporation in connection with the Transaction that must be paid by the Corporation in whole or in part regardless of whether or not the Transaction is completed, the conditions to the Transaction not being satisfied by the Corporation and/or the Purchaser, currency fluctuations, disruptions or changes in the credit or security markets, results of operations, and general developments, market and industry conditions. Additional factors are identified in the Corporation's annual information form for the year ended December 31, 2024, and most recent Management's Discussion and Analysis, each of which is available on SEDAR+ at www.sedarplus.ca under the Corporation's issuer profile.

Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Transaction will be completed or that it will be completed on the terms and conditions contemplated in this material change report. The proposed Transaction could be modified or terminated in accordance with its terms. Further, these forward-looking statements are made as of the date of this material change report and, except as expressly required by applicable law, the Corporation assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.