Pivot Technology Solutions, Inc. — M&A Activity 2020

Sep 18, 2020

MATERIAL CHANGE REPORT Form 51-102F3

Item 1 Name and Address of Company

Pivot Technology Solutions, Inc. (“ Pivot ”) 6025 The Corners Pkwy Suite 120 Norcross, Georgia 30092

Item 2 Date of Material Change

September 8, 2020

Item 3 News Release

Attached as Schedule “A” is a copy of the news release relating to the material change, which was disseminated on September 9, 2020 through Canada NewsWire and subsequently filed on the System for Electronic Document Analysis and Retrieval at www.sedar.com (“ SEDAR ”).

Item 4 Summary of Material Change

On September 8, 2020, Pivot entered into an arrangement agreement (the “ Arrangement Agreement ”) with Computacenter plc (“ Computacenter ”) and 1264283 B.C. Ltd. (the “ Purchaser ”), a wholly-owned subsidiary of Computacenter, pursuant to which the Purchaser will acquire all of the outstanding common shares of Pivot for consideration consisting of C$2.60 cash per common share by way of a plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (Ontario). The Arrangement is subject to customary closing conditions, including receipt of shareholder approval from Pivot shareholders and court approval.

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On September 8, 2020, Pivot entered into the Arrangement Agreement with Computacenter and the Purchaser which provides that the Purchaser, an entity indirectly wholly-owned by Computacenter, will acquire all of the outstanding common shares of Pivot for consideration consisting of C$2.60 cash per common share pursuant to the Arrangement. The C$2.60 price per share represents a 40.5% premium to Pivot's closing share price of C$1.85 on September 8, 2020, the last trading day before announcement of the transaction and a 36.0% premium to Pivot's 20day volume weighted average share price of C$1.91 to September 8, 2020.

The Arrangement Agreement includes customary provisions relating to non-solicitation covenants on the part of Pivot, subject to customary “fiduciary out” provisions that entitle Pivot to terminate the Arrangement Agreement and accept a superior proposal if the Purchaser does not match the superior proposal. Pivot has agreed to pay the Purchaser a fee equal to C$2,000,000 upon the

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termination of the Arrangement Agreement in certain circumstances, including if Pivot terminates the Arrangement Agreement to accept a superior proposal.

A special meeting of the common shareholders of Pivot is expected to be held on or about October 23, 2020 to approve the Arrangement (the “ Special Meeting ”). The Arrangement is subject to approval at the Special Meeting by at least 66⅔% of the votes cast by common shareholders in person or by proxy. Completion of the Arrangement is subject to other customary conditions, including receipt of approval by the Superior Court of Justice (Ontario) Commercial List. Assuming the timely receipt of all required approvals and consents, the Arrangement is expected to be completed in early November. If the Arrangement is completed, Pivot is expected to apply to cease being a reporting issuer and will de-list from the Toronto Stock Exchange.

The foregoing summary is qualified in its entirety by the provisions of the Arrangement Agreement, a copy of which will be filed on SEDAR. Pivot will mail a management information circular to its shareholders in connection with the Special Meeting to consider and vote on the transaction, copies of which will also be filed on SEDAR.

Recommendation of Pivot Board of Directors and Fairness Opinion

In mid June 2020, Computacenter reached out to Pivot to gauge Pivot’s interest in engaging in discussions focused on strategic alternatives. On June 24, 2020, the Pivot board of directors (the “ Board ”) resolved to form a special committee (the “ Special Committee ”) to consider, investigate, analyze, review, negotiate (when considered necessary) and provide advice and recommendations to the Board in respect of the proposal or any other potential strategic alternative transactions considered to be in the best interests of Pivot, taking into consideration the reasonable expectations of the stakeholders of Pivot. On June 29, 2020, Computacenter communicated with the Chairman of the Special Committee regarding a possible acquisition of Pivot by Computacenter. After extensive negotiation and consideration of the proposed Arrangement, the Special Committee provided its unanimous recommendation of the Arrangement to the Board. After careful consideration, including a thorough review of the Arrangement Agreement, the unanimous recommendation of the Special Committee, the oral fairness opinion of Raymond James Ltd. delivered to the Board and subsequently confirmed in writing, and including consultation with its legal advisors, Borden Ladner Gervais LLP, the Board unanimously determined that the Arrangement is in the best interests of Pivot and that the consideration to be received by shareholders pursuant to the Arrangement is fair to shareholders.

Raymond James Ltd. has provided the Special Committee and the Board with an opinion to the effect that, as of September 8, 2020, the consideration to be received by holders of Pivot common shares pursuant to the Arrangement was fair, from a financial point of view, to such holders, subject to the limitations, qualifications, assumptions and other matters set forth in such opinion.

The Board unanimously recommends that Pivot shareholders vote in favour of the Arrangement.

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Voting Support Agreements

On September 8, 2020, in connection with the Arrangement, the directors, executive officers and certain shareholders (the “ Supporting Shareholders ”) of Pivot entered into support and voting agreements with Computacenter. The Supporting Shareholders beneficially own, or exercise control or direction over, an aggregate of 2,964,522 common shares, representing approximately 7.69% of the outstanding common shares of Pivot on a non-diluted basis.

Under the support and voting agreements, each of the Supporting Shareholders have severally agreed, subject to the terms and conditions of the support and voting agreements, among other things, to vote all of the common shares legally or beneficially owned or controlled, directly or indirectly, by them in favour of the Arrangement.

In the event the Arrangement Agreement is terminated in accordance with its terms, the obligations of the Supporting Shareholders under the support and voting agreements automatically terminate.

Copies of the support and voting agreements will be filed on SEDAR.

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

Not applicable.

Item 7 Omitted Information

None.

Item 8 Executive Officer

The following executive officer is knowledgeable about the material changes and may be contacted about this report:

David Toews Chief Financial Officer (289) 846-3277

Item 9 Date of Report

September 18, 2020

Caution Regarding Forward-Looking Statements

Certain information included in this material change report contains forward-looking statements within the meaning of applicable securities laws. These forward-looking statements include, among others, statements with respect to: the anticipated benefits of the transaction, the anticipated timing for the Special Meeting and the closing of the transaction, the anticipated timing and receipt

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of required approvals and the satisfaction of closing conditions. The words “may,” “will,” “could,” “should,” “would,” “suspect,” “outlook,” “believe,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” “forecast,” “objective” and “continue” (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements.

By their very nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Pivot’s control. Implicit in the forward-looking statements referred to above are assumptions regarding, among other things, the expected time required to prepare and mail shareholder Special Meeting materials; the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary Pivot shareholder, court and other approvals; the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement.

Forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this material change report. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; diversion of management time on the Arrangement and other risks. There are also risks that are inherent in the nature of the Arrangement, including failure to satisfy the conditions to the completion of the Arrangement and failure to obtain any required approvals (or to do so in a timely manner). The anticipated timing provided herein in connection with the Arrangement may change for a number of reasons, including unforeseen delays in preparing shareholder Special Meeting materials; the inability to secure necessary Pivot shareholder, court, or other approvals in the time assumed or the need for additional time to satisfy the other conditions necessary to complete the Arrangement. As a result of the foregoing, readers are cautioned not to place undue reliance on the forward-looking statements contained in this material change report concerning the timing of the Arrangement.

Pivot does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable Canadian securities law. When reviewing Pivot’s forward-looking statements, readers should carefully consider the foregoing factors and other uncertainties and potential events. A comprehensive discussion of other risks that impact Pivot can also be found in Pivot’s public filings which are available under Pivot’s profile on SEDAR.

SCHEDULE “A”

See attached news release.

For Immediate Release

Computacenter plc to Purchase Pivot Technology Solutions, Inc. for $2.60 per share

Toronto, Ontario (September 9, 2020): Pivot Technology Solutions, Inc. (TSX: PTG), (" Pivot "), a full-service information technology provider, is pleased to announce that Pivot has entered into an agreement with Computacenter plc (“ Computacenter ”) and 1264283 B.C. Ltd., a wholly-owned subsidiary of Computacenter, pursuant to which 1264283 B.C. Ltd. will acquire all of the outstanding common shares of Pivot for consideration consisting of C$2.60 cash per common share, for an equity value of approximately C$105.8 million. The C$2.60 price per share represents a 40.5% premium to Pivot’s closing share price of C$1.85 on September 8, 2020, the last trading day before announcement of the transaction and a 36.0% premium to Pivot’s 20-day volume weighted average share price of C$1.91 to September 8, 2020.

Rationale for the Transaction

The proposed transaction provides Pivot shareholders with significant value from a financially strong counterparty. The premium to historical market prices offered to shareholders reflects Pivot’s growth objectives and the value Pivot will bring to Computacenter.

“We are pleased to announce this agreement with Computacenter,” said Wade Dawe, Chairman of the Pivot Board of Directors (“Pivot Board”). “After careful consideration, the Pivot Board believes that this transaction is in the best interest of the company and is fair to its shareholders. This all-cash offer at a premium share price is an opportunity for shareholders to receive substantial and immediate value from their investment in Pivot.”

“Computacenter’s strong US and global organization, along with its robust and industry leading services portfolio, make it a great fit for Pivot’s US and Canadian businesses,” said Kevin Shank, Pivot President and CEO. “The merging of the US businesses allows us to scale the organization and better support our existing and new clients. We believe that Computacenter offers a secure long-term future for our businesses and an exciting opportunity for our people.” Mr. Shank added.

“We are pleased with our progress in the US, including the acquisition of Fusionstorm in 2018. The acquisition of Pivot represents an opportunity to increase our scale, geographic footprint and capabilities in the US. Additionally, Canada expands our total market opportunity and helps us meet the needs of international customers. The businesses are a good fit and the combination gives us the opportunity to enable the long-term success of customers, partners and people from both teams.” said Mike Norris, Computacenter Group CEO.

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Transaction Details

The transaction will be completed by way of a statutory plan of arrangement pursuant to the Business Corporations Act (Ontario). Upon receipt of the unanimous recommendation of the special committee of independent directors, the Pivot Board approved the transaction and has resolved to recommend that Pivot shareholders vote in favor of the transaction at a special meeting of shareholders to approve the transaction. Raymond James Ltd. has provided an opinion to the Pivot board of directors and special committee that, as of September 8, 2020, the consideration to be received by Pivot shareholders is fair, from a financial point of view, to Pivot's shareholders.

Completion of the transaction is subject to customary closing conditions, including Ontario court approvals, a favorable vote of at least two-thirds of the votes cast by Pivot shareholders and certain thirdparty approvals.

In connection with the execution of the arrangement agreement, Pivot’s executive officers and directors have entered into agreements pursuant to which they have agreed, among other things, that they will vote all of the Pivot common shares they own or exercise control over (representing 7.69% of the outstanding number of common shares) in favour of the transaction, unless the arrangement agreement is terminated in certain circumstances or the transaction is not completed by December 31, 2020, or earlier in the case of certain shares.

The arrangement agreement includes customary non-solicitation provisions applicable to Pivot and provides for the payment of a C$2 million termination fee to 1264283 B.C. Ltd. if the transaction is terminated in certain circumstances.

Pivot will seek approval for the transaction from its shareholders at a special meeting to be held on October 23, 2020. In connection with the meeting, Pivot will mail an information circular to its shareholders providing further details of the transaction.

Assuming timely receipt of all necessary court, shareholder and third-party approvals and the satisfaction of all other conditions, closing of the transaction is expected to occur in early November 2020.

Advisors

Raymond James Ltd. is acting as financial advisor to Pivot and Borden Ladner Gervais LLP is acting as legal counsel to Pivot.

Computacenter is supported by Obair Partners on this transaction, Linklaters LLP and McCarthy Tetrault LLP are acting as legal counsel to both Computacenter and 1264283 B.C. Ltd.

ABOUT PIVOT TECHNOLOGY SOLUTIONS

Pivot is an industry-leading information technology services and solutions provider to many of the world's most successful companies, including members of the Fortune 1000, as well as governments and educational institutions. By leveraging its extensive OEM partnerships and its own fulfillment, professional, deployment, workforce and managed services, Pivot supports the IT infrastructure needs of its clients. For more information, visit www.pivotts.com.

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ABOUT COMPUTACENTER

Computacenter is a leading independent technology partner, trusted by large corporate and public sector organisations. We help our customers to source, transform and manage their IT infrastructure to deliver digital transformation, enabling users and their business. Computacenter is a public company quoted on the London FTSE 250 (CCC.L) and employs over 16,000 people worldwide. For more information, visit www.computacenter.com

For more information, please contact :

David Toews Chief Financial Officer Pivot Technology Solutions, Inc. investors@pivotts.com

FORWARD LOOKING STATEMENTS

Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that Pivot believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of Pivot, Computacenter and 1264283 B.C. Ltd. to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to Pivot shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by Pivot with the Canadian securities regulators, which are available on SEDAR at www.sedar.com. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Pivot assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.

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