Pivot Technology Solutions, Inc.

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INFORMATION CIRCULAR

for the Annual and Special Meeting of Shareholders

to be held on June 24, 2020

May 14, 2020

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May 14, 2020

Dear Shareholders:

On behalf of the Board of Directors and management of Pivot Technology Solutions, Inc. (the “ Corporation ”), I would like to invite you to attend the annual and special meeting of shareholders that will be held on Wednesday, June 24, 2020, at 10:00 a.m. (Toronto time).

We are committed to safeguarding the health and well-being of our shareholders, colleagues, other stakeholders and the broader community. Accordingly, due to COVID-19, we have made the decision to hold a virtual annual general and special meeting, as set out in further detail in the accompanying notice and management information circular (the “ Circular ”).

The enclosed Circular contains important information about the meeting including, but not limited to, voting, the nominated directors, the special business, our governance practices and how we compensate our executives and directors.

Your participation in the affairs of the Corporation is important to us. You should exercise your vote, either online at the meeting, by completing and returning your proxy form, by telephone or online in advance of the meeting.

Best regards,

“Kevin Shank”

President and Chief Executive Officer

INFORMATION CIRCULAR

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS ............................................................. 1
INTRODUCTION ......................................................................................................................................................... 3
Information Contained in this Circular ..................................................................................................................... 3
GENERAL PROXY MATTERS .................................................................................................................................. 4
Registered Shareholders and Beneficial Shareholders .............................................................................................. 4
Non-Objecting Beneficial Owners ............................................................................................................................ 4
Notice-and-Access .................................................................................................................................................... 4
How to Attend the Meeting ...................................................................................................................................... 5
Voting by Proxy ........................................................................................................................................................ 5
Mail ........................................................................................................................................................................... 6
Fax ............................................................................................................................................................................ 6
Internet ...................................................................................................................................................................... 6
Appointing a Proxyholder ......................................................................................................................................... 6
Revocation of Voting Instructions or Proxies ........................................................................................................... 7
Voting of Proxies ...................................................................................................................................................... 7
Record Date and Quorum ......................................................................................................................................... 7
Voting Shares and Principal Holders Thereof .......................................................................................................... 8
Interest of Certain Persons In Matters To Be Acted Upon ....................................................................................... 8
BUSINESS OF THE MEETING ................................................................................................................................... 8
1. Financial Statements ......................................................................................................................................... 8
2. Election of Directors ......................................................................................................................................... 8
3. Appointment and Remuneration of Auditors.................................................................................................. 11
4. Ratification of Amendment to By-Laws to Provide For Shareholder Meetings by Electronic Means ........... 12
STATEMENT OF EXECUTIVE COMPENSATION ................................................................................................ 13
Compensation Discussion and Analysis ................................................................................................................. 13
Compensation of Directors ..................................................................................................................................... 19
CORPORATE GOVERNANCE POLICIES ............................................................................................................... 22
DESCRIPTION OF COMPENSATION PLANS ....................................................................................................... 25
The Corporation’s Incentive Stock Option Plan ..................................................................................................... 27
The Corporation’s Restricted Share Unit Plan ........................................................................................................ 28
The Smart-Edge Equity Incentive Option Plan ....................................................................................................... 32
ADDITIONAL INFORMATION................................................................................................................................ 32
Normal Course Issuer Bid....................................................................................................................................... 32
Financial Information ............................................................................................................................................. 32
SCHEDULE A – BY-LAW AMENDMENT ........................................................................................................... A-1
SCHEDULE B – BOARD MANDATE .................................................................................................................... B-1

PIVOT TECHNOLOGY SOLUTIONS, INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “ Meeting ”) of shareholders of Pivot Technology Solutions, Inc. (the “ Corporation ”) will be held as a virtual meeting on Wednesday, June 24, 2020 at 10:00 a.m. (Toronto time), for the following purposes:

to receive and consider the financial statements of the Corporation for the fiscal year ended December 31, 2019 together with the report of the auditors thereon;
to elect directors of the Corporation;
to reappoint as auditors Ernst & Young LLP, the incumbent auditors of the Corporation, and authorize the directors to fix the remuneration of the auditors;
to consider and, if deemed appropriate, to adopt a resolution, the full text of which is reproduced in the accompanying management information circular (the “ Circular ”) to ratify the amendments to the by-laws of the Corporation, the full text of which is reproduced in Schedule A to the Circular; and
to transact such other business as may properly come before the Meeting or any adjournments thereof.

The Meeting will be held as a virtual meeting. Registered shareholders and duly appointed proxyholders will be able to attend, listen, participate and vote at the Meeting online at https://web.lumiagm.com/268736229. Shareholders who wish to comment or ask a question will be able to submit comments or questions using the Meeting platform and participate and listen to the Meeting online.

A copy of the Circular and form of proxy accompany this Notice of Meeting. Holders of common shares of the Corporation at the close of business on May 12, 2020 (the “ Record Date ”) are entitled to notice of the Meeting and to vote at the Meeting.

The directors have fixed 5:00 p.m. (Toronto time) on June 22, 2020 (or the last business day before any adjournment of the Meeting) as the time before which proxies to be used at the Meeting (or any adjournment thereof) must be deposited with the Corporation or with Computershare Investor Services Inc.

The Corporation has elected to use the notice-and-access provisions (“ Notice-and-Access Provisions ”) under National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”) and National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) for the Meeting. The Noticeand-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allows issuers to post electronic versions of proxy-related materials online, via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of such materials to securityholders.

Electronic copies of this notice, the Circular and other Meeting materials may be found on the Corporation’s profile on SEDAR at www.sedar.com and on a host website at www.envisionreports.com/Pivot2020. Under the Notice-andAccess Provisions, Meeting materials will be available for viewing on the host website for one year from the date of posting.

Shareholders are directed to read the Circular carefully and in full in evaluating the matters for consideration at the Meeting. Further disclosure on the matters set out above may be found in the Circular in the section entitled “ Business of the Meeting ”.

Shareholders will receive paper copies of a notice package (the “ Notice Package ”) via pre-paid mail containing a notice with the information prescribed by NI 54-101 and a form of proxy (if a registered Shareholder) or a voting instruction form (if a non-registered Shareholder). The Corporation will not use procedures known as “stratification” in relation to the use of the Notice-and-Access Provisions. Stratification occurs when an issuer using the Notice-andAccess Provisions sends a paper copy of the Circular to some securityholders with a Notice Package.

Shareholders may obtain paper copies of the Circular and the Meeting materials free of charge by calling 1-866-964-0492 at any time up until the date of the Meeting, including any adjournment or postponement thereof. Any Shareholder wishing to obtain a paper copy of the Meeting materials should submit their request by June 10, 2020 in order to receive paper copies of the Meeting materials in time to vote before the Meeting. Shareholders may also use the toll-free number noted above to obtain more information about the Notice-and-Access Provisions.

Registered shareholders are requested to complete, date and sign the form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. Completed forms of proxy should be returned in the envelope provided to the Corporation’s transfer agent and registrar, Computershare Investor Services Inc. (“ Computershare ”), 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1 no later than 5:00 p.m. (Toronto time) on June 22, 2020 (or the last business day preceding any adjournment of the Meeting) . If you plan to attend and vote at the Meeting, please follow the instructions on the voting instruction form to appoint yourself, instead of the management nominees, to vote at the Meeting.

Shareholders who hold their shares with a bank, broker or other financial intermediary are not registered Shareholders. All non-registered Shareholders who receive these materials through a broker or other intermediary (each a “ Nominee ”) should complete and return the materials in accordance with the instructions provided to them by such Nominee. If you, as a non-registered holder, wish to vote at the Meeting, you should appoint yourself as proxyholder by writing your name in the space provided on the voting instruction form and return the form to the Nominee in the envelope provided. If you wish to vote at the Meeting, do not complete the voting section of the form as your vote will be taken at the Meeting.

DATED the 14[th] day of May, 2020.

By Order of the Board

“Matthew R. Girardot”

____ Secretary Pivot Technology Solutions, Inc.

PIVOT TECHNOLOGY SOLUTIONS, INC.

INFORMATION CIRCULAR

May 14, 2020

INTRODUCTION

This Information Circular (the “Circular”) is furnished in connection with the solicitation by the management of Pivot Technology Solutions, Inc. (the “Corporation”) of proxies to be used at the Annual and Special Meeting of Shareholders (the “Meeting”) of the Corporation to be held as a virtual meeting on Wednesday, June 24, 2020 at 10:00 a.m. (Toronto time) for the purposes set forth in the accompanying Notice of Meeting. Except where otherwise indicated, this Circular contains information as of the close of business on April 30, 2020. It is expected that the solicitation will be primarily by mail but proxies may also be solicited personally by management of the Corporation at nominal cost. The cost of any such solicitation by management will be borne by the Corporation.

The Corporation may pay the reasonable costs incurred by persons who are the registered, but not beneficial, owners of voting shares of the Corporation (such as brokers, dealers, other registrants under applicable securities laws, nominees and/or custodians) in sending or delivering copies of this Circular and form of proxy to the beneficial owners of such shares. The Corporation will provide, without cost to such persons, upon request to the Secretary of the Corporation, additional copies of the foregoing documents required for this purpose.

INFORMATION CONTAINED IN THIS CIRCULAR

No person has been authorized to give information or to make any representations in connection with the matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representations should not be relied upon in making a decision as to how to vote on the resolutions or be considered to have been authorized by the Corporation or the Board of Directors (the “ Board ” or “ Board of Directors ”) of the Corporation.

This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities. This Circular also does not constitute the solicitation of a proxy by any person in any jurisdiction in which such a solicitation is not authorized or in which the person making such a solicitation is not qualified to do so or to any person to whom it is unlawful to make such a solicitation.

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection with the Meeting.

GENERAL PROXY MATTERS

REGISTERED SHAREHOLDERS AND BENEFICIAL SHAREHOLDERS

For the purposes of voting at the Meeting, shareholders of the Corporation are either registered shareholders or beneficial shareholders. Registered shareholders typically hold shares of the Corporation in their own names because they have requested that their shares be registered in their names on the records of the Corporation rather than holding such shares through an intermediary (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans). Most shareholders are considered beneficial shareholders because their shares are not registered in their names, but rather registered in the name of either (a) an intermediary with whom the shareholder deals in respect of their shares, or (b) a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the intermediary is a participant.

Only registered shareholders or duly appointed proxyholders will be permitted to vote at the Meeting. Beneficial shareholders may vote through a proxy or attend the Meeting to vote their own shares only if, before the Meeting, they communicate instructions to the intermediary or clearing agency that holds their shares. Instructions for voting through a proxy, appointing a proxyholder and attending the Meeting to vote are set out in this Circular.

A shareholder may receive multiple packages of Meeting materials if the shareholder holds shares of the Corporation through more than one intermediary or if the shareholder is both a registered shareholder and a non-registered shareholder for different shareholdings. Any such shareholder should repeat the steps to vote through a proxy, appoint a proxyholder or attend the Meeting, if desired, separately for each shareholding to ensure that all of their shares from the various shareholdings are represented and voted at the Meeting.

NON-OBJECTING BENEFICIAL OWNERS

The Meeting materials are being sent to both registered and non-registered shareholders of the Corporation. If you are a non-registered shareholder, and the Corporation or its agent has sent these materials directly to you, your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the voting instructions.

NOTICE-AND-ACCESS

Electronic copies of the notice, this Circular and other Meeting materials may be found on the Corporation’s profile on SEDAR at www.sedar.com and on a host website at www.envisionreports.com/Pivot2020. Under the Notice-andAccess Provisions, Meeting materials will be available for viewing on the host website for one year from the date of posting.

Shareholders are directed to read this Circular carefully and in full in evaluating the matters for consideration at the Meeting. Further disclosure on the matters set out above may be found in the Circular in the section entitled “ Business of the Meeting ”.

Shareholders will receive paper copies of a notice package (the “ Notice Package ”) via pre-paid mail containing a notice with the information prescribed by NI 54-101 and a form of proxy (if a registered Shareholder) or a voting instruction form (if a non-registered Shareholder). The Corporation will not use procedures known as “stratification” in relation to the use of the Notice-and-Access Provisions. Stratification occurs when an issuer using the Notice-and Access Provisions sends a paper copy of the Circular to some securityholders with a Notice Package.

HOW TO ATTEND THE MEETING

Shareholders will not be able to physically attend the Meeting. Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://web.lumiagm.com/268736229, which will open fifteen (15) minutes prior to June 24, 2020 at 10:00 a.m.

Registered shareholders and duly appointed proxyholders can participate in the meeting by clicking “I have a login”, entering a Username and Password, and accepting the terms and conditions before the start of the meeting.

Registered shareholders must use the 15-digit control number located on the form of proxy or in the email notification received as the Username and the Password is "pivot2020". Computershare will provide duly appointed proxyholders with a Username after the voting deadline has passed. Beneficial shareholders who appoint themselves or a third party will receive a control number from Computershare to participate in the Meeting. Beneficial shareholders who have not appointed themselves may attend the Meeting by clicking “I am a guest” and completing the online form.

Voting at the meeting will only be available for registered shareholders and duly appointed proxyholders.

It is important that shareholders accessing the Meeting online, using a smartphone, tablet or computer have the latest version of Chrome, Safari, Edge or Firefox, and remain connected to the Internet at all times during the Meeting in order to vote when balloting commences. In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.

VOTING BY PROXY

Shareholders who are unable attend the Meeting may vote through the use of proxies. Shareholders should convey their voting instructions using one of the two voting methods available: (1) use of the form of proxy or voting instruction form to be returned by mail, delivery or facsimile, or (2) use of the Internet voting procedure. By conveying voting instructions in one of the two ways, shareholders can participate in the Meeting through the person or persons named on the voting instruction form or form of proxy.

To convey voting instructions through either of the two methods available, a shareholder must locate the voting instruction form or form of proxy, one of which is included with the Circular in the package of Meeting materials sent to all shareholders. The voting instruction form is a computer scannable document (the “ voting instruction form ”) and is sent to most non-registered shareholders. The form of proxy is a form entitled “Form of Proxy” (the “ form of proxy ”) and is sent to all registered shareholders and some non-registered shareholders.

If you are a beneficial shareholder, you should follow the instructions of your broker or intermediary in order to ensure that your common shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Corporation. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“ Broadridge ”) in Canada and in the United States. Broadridge mails a voting instruction form in lieu of a proxy provided by the Corporation. The voting instruction form will name the same persons as the Corporation’s proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Corporation), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the Internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote common shares directly at the Meeting – the voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the common shares voted.

MAIL

A shareholder who elects to use the paper voting procedure should complete a voting instruction form or a form of proxy. If the form of proxy is already signed, do not sign it again. Complete the remainder of the voting instruction form or form of proxy. Ensure that you date and sign the form at the bottom. Completed voting instruction forms should be returned to the relevant intermediary in the envelope provided and should be received by the cut-off date shown on the voting instruction form. Completed forms of proxy should be returned in the envelope provided to the Corporation’s transfer agent and registrar, Computershare Investor Services Inc. (“ Computershare ”), 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1 no later than 5:00 p.m. (Toronto time) on June 22, 2020 (or the last business day preceding any adjournment of the Meeting) .

FAX

A shareholder who elects to use the facsimile voting procedure should complete a voting instruction form or a form of proxy. If the form of proxy is already signed, do not sign it again. Complete the remainder of the voting instruction form or form of proxy. Ensure that you date and sign the form at the bottom. Completed voting instruction forms should be faxed to the relevant intermediary at the number provided and should be received by the cut-off date shown on the voting instruction form. Completed forms of proxy should be returned by fax to Computershare at 1-866-249-7775 toll free in North America or (416) 263-9524 direct dial, no later than 5:00 p.m. (Toronto time) on June 22, 2020 (or the last business day preceding any adjournment of the Meeting).

INTERNET

Shareholders may convey their voting instructions through the Internet. The full website address is provided on the voting instruction form and form of proxy. Follow the instructions provided on the website to cast your vote. When instructed to enter your Web Voting ID Number, Control Number, Holder Account Number or Proxy Access Number, refer to your voting instruction form or your form of proxy. Votes conveyed by the Internet must be received no later than the cut-off time given on the voting instruction form or the form of proxy.

APPOINTING A PROXYHOLDER

Shareholders unable to attend the Meeting may participate and vote at the Meeting through a proxyholder. The persons named on the enclosed form of proxy as proxyholders to represent shareholders at the Meeting are Kevin Shank, the Corporation’s President and Chief Executive Officer, and Matthew R. Girardot, the Corporation’s Corporate Secretary. A shareholder has the right to appoint a person or company instead of those named above to represent such shareholder at the Meeting. A beneficial shareholder who would like to attend the Meeting to vote must arrange with the intermediary to have himself or herself appointed as the proxyholder. To appoint a

person instead of Kevin Shank or Matthew R. Girardot as proxyholder, strike out the names on the voting instruction form or form of proxy and write the name of the person you would like to appoint as your proxyholder in the blank space provided. That person need not be a shareholder of the Corporation.

Beneficial shareholders appointing a proxyholder using a voting instruction form should complete the rest of the form indicating a vote “for”, “against” or “withhold”, as the case may be, for each of the proposals listed, sign and date the form and return it to the relevant intermediary or clearing agency in the envelope provided or by facsimile by the cut-off time given on the form. Proxyholders named on a signed form of proxy will be entitled to vote at the Meeting upon presentation of the form of proxy. No person will be entitled to vote at the Meeting by presenting a voting instruction form.

Alternatively, any shareholder may use the Internet to appoint a proxyholder. To use this option, access the website address printed on the voting instruction form or form of proxy and follow the instructions provided on the website. Refer to the Web Voting ID Number, Control Number, Holder Account Number or Proxy Access Number, printed on the voting instruction form or form of proxy when required to enter these numbers.

REVOCATION OF VOTING INSTRUCTIONS OR PROXIES

Voting instructions submitted by mail, facsimile or through the Internet using a voting instruction form will be revoked if the relevant intermediary receives new voting instructions before the close of business on June 22, 2020 (or the last business day before any adjournment of the Meeting).

Proxies submitted by mail, facsimile or through the Internet using a form of proxy may be revoked by submitting a new proxy to Computershare before 5:00 p.m. (Toronto time) on June 22, 2020 (or the last business day before any adjournment of the Meeting). Alternatively, a shareholder who wishes to revoke a proxy may do so by depositing an instrument in writing to such effect addressed to the attention of the Corporation’s Secretary and executed by the shareholder or by the shareholder’s attorney authorized in writing. Such an instrument must be deposited at the registered office of the Corporation, c/o Borden Ladner Gervais LLP, Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Toronto, ON, Canada M5H 4E3, before the close of business on June 22, 2020 (or the last business day before any adjournment of the Meeting). On the day of the Meeting or any adjournment thereof, a shareholder may revoke a proxy by depositing an instrument in writing to such effect with the chair of the Meeting; however, it will not be effective with respect to any matter on which a vote has already been cast. In addition, a proxy may be revoked by any other manner permitted by law.

VOTING OF PROXIES

The persons named in the enclosed form of proxy will vote, or withhold from voting, the shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, such shares will be voted FOR the election as directors of those nominees appearing in this Circular, FOR the reappointment of Ernst & Young LLP as auditors of the Corporation and the authorization of the Board to fix the auditors’ remuneration, FOR the approval of the amendment to the by-laws permitting shareholders to participate in a meeting by electronic means and other housekeeping amendments. The enclosed form of proxy confers discretionary authority upon the persons named therein to exercise their judgment and to vote with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date hereof, the management of the Corporation knows of no such amendments or variations or of any other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.

RECORD DATE AND QUORUM

Shareholders registered on the books of the Corporation (or their respective proxies) at the close of business on May 12, 2020 (the “ Record Date ”) are entitled to vote at the Meeting. A quorum will be present at the Meeting if

there are, in person (including by electronic means) or by proxy, two persons present who are entitled to vote not less than 5% of the shares entitled to vote at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The voting securities of the Corporation consist of common shares. The Corporation is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares issuable in series. As at the close of business on the Record Date, 38,359,650 common shares were issued and outstanding, each such share carrying the right to one (1) vote at the Meeting. Common shares are listed on the Toronto Stock Exchange (the “ TSX ”) under the trading symbol “PTG”.

To the knowledge of the Corporation, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of any class of voting securities of the Corporation.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Directors and executive officers are eligible to participate in the stock option plan (the “ Incentive Stock Option Plan ”) and the Restricted Share Unit Plan (the “ RSU Plan ”), and may receive stock options and RSUs in the future.

Other than as disclosed above, to the knowledge of the Corporation, neither the Corporation nor any of its directors or executive officers, nor any associate or affiliate of the Corporation, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

BUSINESS OF THE MEETING

1. FINANCIAL STATEMENTS

The directors will place before the Meeting the financial statements of the Corporation for the year ended December 31, 2019 together with the auditors’ report thereon. The financial statements will have already been mailed to shareholders that have requested them and are also available on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) website at www.sedar.com and on the Corporation’s website at www.pivotts.com .

2. ELECTION OF DIRECTORS

Overview

The Board is currently composed of seven (7) directors and the Board has set at seven (7) the number of directors to be elected at the Meeting.

It is proposed that the persons named as nominees in this Circular (the “ Nominees ”) will be nominated at the Meeting for election or re-election as directors. All of the Nominees (Vic Bhagat, Wade K. Dawe, Stephen T. Moore, Kevin Shank, M. Lazane Smith and Christopher Formant) except Steve DiGregorio are currently directors of the Corporation.

By-law Nos. 2 and 3 of the Corporation (together, the “ by-laws ”) provide that directors may only be nominated in accordance with a procedure set forth in the by-laws, subject to the Business Corporations Act (Ontario) (“ OBCA ”) or the articles of the Corporation. Directors may be nominated by or at the direction of the Board or by a shareholder in accordance with the procedure set out in the by-laws, as summarized below. The by-laws set forth a procedure requiring advance notice to the Corporation by any shareholder who intends to nominate any person for election as director of the Corporation other than pursuant to (i) a requisition of a meeting made in accordance with the provisions of the OBCA, or (ii) a shareholder proposal made in accordance with the provisions of the OBCA. Among other things, the by-laws set a deadline by which such shareholders must notify the Corporation in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set

forth the information that the shareholder must include in the notice for it to be valid. In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 and not more than 65 days prior to the date of the annual meeting. Shareholders should refer to the complete text of the by-laws available on www.sedar.com under the Corporation’s profile.

Each of the Nominees has been nominated by or at the direction of the Board. To date, the Corporation has not received any nomination from shareholders.

Unless such authority is withheld, the person(s) named in the enclosed form of proxy intends to vote FOR the election of the Nominees (whose names are set forth below). Management does not contemplate that any of the Nominees will be unable to serve as a director but if that should occur for any reason prior to the Meeting, the person(s) named in the enclosed form of proxy reserves the right to vote for another nominee at their discretion. Each director elected will hold office until the next annual meeting or until his/her office is earlier vacated in accordance with the by-laws of the Corporation.

Majority Voting Policy

The Board has adopted a majority voting policy that applies to the election of directors at the Meeting. This means that if a director receives more “withhold” votes than “for” votes at the Meeting, then the director will promptly tender his or her resignation to the chair of the Board. This resignation would be effective if accepted by the Board. The Compensation, Corporate Governance and Nominating Committee (the “ CCGN Committee ”) will consider a director’s offer to resign and make a recommendation to the Board as to whether to accept it. The Board will accept resignations, except in exceptional circumstances. The Board will have 90 days from the Meeting date to make and publicly disclose its decision either to accept or reject the resignation (including reasons for rejecting the resignation, if applicable).

Nominees

The following table and the notes thereto set out the names of all the Nominees, their principal occupation, the date on which each became a director of the Corporation and the number of common shares of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by each of them as at the date of this Circular, as well as information concerning committee memberships[(1)] :

Name and Place of Residence	Current principal occupation and principal occupation during last five years	Director Since	No. of Common Shares Beneficially Owned or Controlled (1)
Vic Bhagat(3) Massachusetts, USA	- Senior Vice President, Verizon Enterprise from 2016 to 2018 - Senior Advisor and Executive in Residence, Bain Capital Ventures in 2016 - Executive Vice President and Chief Information Officer, EMC Inc. from 2013 to 2016	2019	--
Wade K. Dawe(3)(8) Nova Scotia, Canada	- Chairman and Chief Executive Officer of Numus Financial (venture capital company)	2016	1,280,522(4)

Name and Place of Residence	Current principal occupation and principal occupation during last five years	Director Since	No. of Common Shares Beneficially Owned or Controlled (1)
Christopher Formant(2) Maryland, USA	- Chief Executive Officer of Avocado Systems from 2019 to present - Partner of Red Branch LLC from 2017 to present - President of Verizon Enterprise Solutions from 2014 to 2017	2019	--
Steve DiGregorio(9) Quebec, Canada	- Lead Portfolio Manager, Canoe Financial from 2016 to present - Director of Equities / Portfolio Manager, O’Leary Funds Management / Stanton Asset Management from 2008 to 2016	-	1,228,350(10)
Stephen T. Moore(2)(5) Ontario, Canada	- Managing Director of Newhaven Asset Management Inc. since January 2006 (asset management firm)	2012	40,470(6)
Kevin Shank Indiana, USA President and Chief Executive Officer	- President and Chief Executive Officer of the Corporation since May 2016 - President of the Corporation from January 2016 to April 2016 - Senior Manager of the Corporation from July 2015 to December 2015 - Independent Consultant (technology solutions) from January 2015 to July 2015 - Senior Executive and Officer of CompuCom Systems, Inc. from February 2005 to January 2014, including Executive Vice President, Chief Services Officer and Senior Vice President of Services (information technology solutions provider)	2016	187,941
M. Lazane Smith(7) Texas, USA	- Chief Human Resources Officer for Ciox Health from February to October 2017 - Senior Vice President, Corporate Development, for Unisys Corp. from 2009 to 2015	2017	55,000

Notes:

(1) The information as to shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Corporation, has been furnished by the respective directors and executive officers individually, including vested RSUs.

(2) Member of the Audit Committee.

(3) Member of the Compensation, Corporate Governance and Nominating Committee.

(4) Of these common shares, 155,522 are held personally by Mr. Dawe, and 1,125,000 are registered in the name of Brigus Capital Inc., a company owned or controlled by Mr. Dawe.
(5) Chair of the Compensation, Corporate Governance and Nominating Committee.
(6) Of these common shares, 15,470 are held personally by Mr. Moore, and 25,000 are registered in the name of Mainstar Ventures Limited in trust for LDI Investments Inc., a company owned or controlled by Mr. Moore.
(7) Chair of the Audit Committee.
(8) Chair of the Board of Directors.
(9) Mr. DiGregorio’s nomination at the Meeting will be subject to regulatory approval.
(10) Represents the number of shares beneficially owned by Canoe Premium Income Fund, a mutual fund of which Mr. DiGregorio is the portfolio manager. Although Mr. DiGregorio owns 6,843 units of the Canoe Premium Income Fund, he disclaims any beneficial ownership of the shares of the Corporation owned by Canoe Premium Income Fund.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as noted below, to the knowledge of the Corporation, none of the persons nominated for election as directors at the Meeting: (a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company that: (i) was subject to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “ Order ”) that was issued while the person was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to an Order that was issued after the person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; (b) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the person.

To the knowledge of the Corporation, none of the persons nominated for election as directors at the Meeting, nor any personal holding company thereof owned or controlled by them: (i) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Interest of Informed Persons in Material Transactions

No proposed director of the Corporation or informed person, or any associate or affiliate of a proposed director of the Corporation or informed person has any material interest, direct or indirect, in any transaction in which the Corporation has participated since the commencement of the Corporation’s most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect the Corporation.

3. APPOINTMENT AND REMUNERATION OF AUDITORS

Unless such authority is withheld, the person(s) named in the enclosed instrument of proxy intend to vote for the re-appointment of Ernst & Young LLP, Chartered Accountants, Licensed Public Accountants, of Toronto, Ontario, as auditors of the Corporation to hold office until the next annual meeting of shareholders and to authorize the

directors to fix their remuneration. Ernst & Young LLP were first appointed as auditors of the Corporation on April 21, 2013.

Unless such authority is withheld, the person(s) named in the enclosed instrument of proxy intends to vote FOR the reappointment of Ernst & Young LLP, Chartered Accountants and to fix the remuneration of the auditors.

4. RATIFICATION OF AMENDMENT TO BY-LAWS TO PROVIDE FOR SHAREHOLDER MEETINGS BY ELECTRONIC MEANS

On March 27, 2020, the Board of Directors approved an amendment to the by-laws (the “ By-Law Amendment ”) to permit shareholders to participate in a meeting of shareholders by electronic means and other housekeeping amendments, namely the updating of the definition of “holiday” to refer to the current governing legislation and correcting “Winnipeg time” to “Eastern time”. The By-Law Amendment became effective upon its approval by the Board, however, pursuant to the provisions of the OBCA, the By-Law Amendment needs to be ratified and confirmed by a resolution adopted by a simple majority of the votes cast by shareholders at the Meeting. The full text of the By-Law Amendment is set forth in Schedule A to this Circular.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to adopt a resolution in substantially the form set out below (the “ By-Law Amendment Resolution ”), approving, ratifying and confirming the By-Law Amendment:

BE IT RESOLVED as an ordinary resolution of the shareholders of the Corporation, that:

The amendments to By-Law Nos. 2 and 3 of the Corporation (together, the “ By-Law ”), substantially in the form set out in Schedule A to the management information circular of the Corporation dated May 14, 2020, be and are hereby approved, ratified and confirmed.
The restatement of the Corporation’s By-Law to reflect the foregoing amendment be and is hereby authorized.
Any director or officer of the Corporation, be, and each of them is hereby, authorized and directed for and on behalf and in the name of the Corporation, to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to give effect to this resolution.

To be effective, the By-Law Amendment Resolution must be approved by not less than a majority of the votes cast by the holders of common shares present, or represented by proxy, at the Meeting.

In the event that the By-Law Amendment Resolution is not ratified by shareholders, the Corporation will proceed with the Meeting by electronic means. The OBCA permits a corporation to hold shareholder meetings using electronic means provided the articles or by-laws of the corporation permits such activity. However, due to COVID19 and the resulting emergency situation, the Ontario government has issued Ontario Regulation 107/20 under the Emergency Management and Civil Protection Act (“ O.Reg. 107/20 ”) temporarily suspending that requirement under the OBCA. Consequently, O.Reg. 107/20 permits shareholder meetings to be held by electronic means for all corporations, despite any contrary provision in the constating documents of the corporation. Further, O.Reg 107/20 states that a shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of the OBCA to be present at the meeting. The Corporation intends to rely on O.Reg 107/20 with respect to the Meeting.

The Board of Directors believes that the By-Law Amendment is in the best interests of the Corporation and therefore unanimously recommends that shareholders vote for the By-Law Amendment Resolution. It is the intention of the persons named in the enclosed form of proxy, if not expressly directed to the contrary in such form of proxy, to vote the proxy FOR the By-Law Amendment Resolution at the Meeting.

STATEMENT OF EXECUTIVE COMPENSATION

The following information set forth in this section concerning compensation is reported in U.S. dollars, unless otherwise noted. Where applicable, certain dollar figures which were paid in Canadian dollars during 2019 were converted to U.S. dollars at a rate of US$1.00 = C$1.3269, which was the 2019 average exchange rate published by the Bank of Canada, and a rate of US$1.00 = C$1.2957, which was the 2018 average exchange rate published by the Bank of Canada.

Named Executive Officers

The Corporation had five (5) Named Executive Officers in 2019, being:

(a) Kevin Shank, the President and Chief Executive Officer of the Corporation, who was appointed as President on January 12, 2016 and Chief Executive Officer on May 1, 2016;
(b) David Toews, Chief Financial Officer of the Corporation, who was appointed on October 19, 2018, after having served as Acting Chief Financial Officer since June 2017;
(c) Matt Olson, Chief Operating Officer of the Corporation, who was appointed on October 1, 2018, after previously serving as Chief Strategy Officer since July 2016;
(d) Scott Ward, Executive Vice President – Business Development, who was appointed on October 5, 2017; and
(e) Mike Flanagan, Chief Information Officer and Chief Technology Officer, who was appointed on February 1, 2018.

(collectively, the “ Named Executive Officers ” or “ NEO ”).

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of Compensation Program

The Board of Directors of the Corporation has not adopted a written policy concerning the compensation of executive officers, but follows a consistent approach and philosophy relating to executive compensation. The overriding principles and objectives in the determination of executive compensation are the need to provide total compensation packages that will attract and retain qualified and experienced executives, reward the executives for their contributions to the overall success of the Corporation and integrate the longer term interests of the executives with the investment objectives of the Corporation’s shareholders.

Compensation, Corporate Governance and Nominating Committee

The responsibilities and duties of the CCGN Committee are described in its charter, and include to (i) review annually, and recommend for approval to the Board, the compensation philosophy and policy to be used by the Corporation, (ii) recommend for approval to the Board the compensation plan for key management personnel, (iii) monitor implementation of the compensation plan of the Corporation, and (iv) evaluate the performance of the Chief Executive Officer and the Chief Financial Officer and recommend for approval to the Board their salaries and any bonuses on an annual basis. The Chief Executive Officer is responsible for evaluating and reviewing the salaries and bonuses of all other officers of the Corporation and the strategic business units, as well as providing guidance and oversight of the leaders of the strategic business units who are responsible for evaluating and reviewing the salaries and bonuses of all other employees and consultants. The CCGN Committee reviews with the Chief Executive Officer (“ CEO ”) the compensation philosophy utilized to assure compliance with the overall compensation philosophy of the Corporation. For more details on the CCGN Committee, see “Corporate Governance Policies – Compensation” below.

Determination of Compensation

The Corporation places primary importance on the talent of its executive officers to manage and grow the Corporation. Based on the size of the Corporation, the Corporation’s executives are required to be multi-disciplined, self-reliant and highly experienced. In determining specific compensation amounts for the President and Chief Executive Officer and the Chief Financial Officer, the CCGN Committee considers factors such as experience, individual performance, length of service, role in achieving corporate objectives, positive operating results and compensation compared to other employment opportunities for executives. Likewise, the Chief Executive Officer utilizes these factors in establishing compensation for the other executive officers of the Corporation and the strategic business units.

In April 2017, the Corporation engaged a compensation consultant, Mercer Canada Limited, to conduct an executive compensation review for its President and Chief Executive Officer, Chief Financial Officer and Chief Information Officer. The study concluded that the Corporation’s executives’ total direct compensation is positioned below market’s 25[th] percentile. Pivot’s overall pay mix and comparative deficiency in long-term incentives are not aligned with market, however, total direct compensation is within a reasonable competitive range for a company of its size. The CCGN Committee will use this study in its review of current compensation structure and philosophy utilized in establishing executive compensation and to compare salaries relative to peer organizations.

Elements of Compensation

In establishing compensation, the CCGN Committee attempts to pay competitively in the aggregate, as well as deliver an appropriate balance between annual compensation (base salary or professional consulting fees and cash bonuses) and long-term compensation (long-term incentive stock options and restricted share units).

To date, executive compensation has consisted of base salary or professional consulting fees, stock options and cash bonuses. As at April 30, 2020, a total of 2,065,150 stock options were outstanding. During the year ended December 31, 2019, a total of 195,000 stock options were granted to directors, officers, employees and consultants of the Corporation under the Incentive Stock Option Plan, of which none were granted to NEOs. As at April 30, 2020, a total of 529,337 restricted share units (“ RSUs ”) were outstanding. During the year ended December 31, 2019, a total of 75,000 RSUs were granted under the RSU Plan, of which none were granted to NEOs. The RSUs will vest over a three-year period. The Incentive Stock Option Plan and the RSU Plan provide for common shares to be made available for officers, directors, employees and service providers of the Corporation, in compliance with the requirements of the TSX, and administered by the CCGN Committee. The purpose of the Incentive Stock Option Plan and the RSU Plan is to advance the interests of the Corporation by closely aligning the participants’ personal interests with those of the Corporation’s shareholders generally. See “Description of Compensation Plans” for further information, including terms of each of the plans.

The Board determines executive compensation based on attracting and retaining executives that will be key in helping the Corporation achieve its corporate objectives and increase shareholder value. The Board looks at industry standards when compensating its executive officers. From time to time, the CCGN Committee reviews and recommends adjustments to individual elements of executive compensation. Base salaries are reviewed and may be adjusted from time to time based on industry standards. Variable compensation elements are reviewed by the Committee to incentivize increasing shareholder value and achieving certain strategic objectives for the Corporation.

The Board approves stock option grants to key executives from time to time to purchase common shares in the Corporation and RSU grants pursuant to the terms of the Incentive Stock Option Plan and RSU Plan and in accordance with the Exchange policies. Stock options and RSUs are granted to key executives as a long term incentive, and with a vesting period as a retention tool for key individuals determined to be critical to furthering the success of the Corporation.

An NEO or director would not be precluded from purchasing financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation.

The Corporation does not provide any pension or other retirement benefits for any NEO or director. However, the Corporation does make 401(k) matching payments for NEOs and these payments are included under the sub-heading “Long-term Incentive Plans” in the Summary Compensation Table.

Consideration of Risks

The CCGN Committee has not proceeded to a formal evaluation of the implications of the risks associated with the Corporation’s compensation policies and practices. Risk management is a consideration of the CCGN Committee when implementing compensation policies and practices, and the CCGN Committee does not believe that the Corporation’s compensation policies and practices result in inappropriate or excessive risk taking or risks that are likely to have a material adverse effect on the Corporation.

Performance Goals

All of the executive officers have bonus plans tied to their individual and the Corporation’s financial performance against its forecast, business and operating plan, measured on a quarterly and/or annual basis. The CCGN Committee may, from time to time, recommend adjustments to the bonus plans to further Corporation objectives.

Performance Graph

The following graph illustrates the cumulative total shareholder return of a $100 investment in the common shares of the Corporation with the total returns of the S&P/TSX Composite Total Return Index, for the five most recently completed financial years (assuming reinvestment of dividends) and reflects the four-for-one share consolidation which occurred on December 19, 2016. The Corporation’s common shares are listed for trading on the TSX under the symbol “PTG”.

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Comparison of 5-Year Cumulative Total Return
Assuming Initial Investment of $100
$450.00 (December 31, 2014 - December 31, 2019)
$400.00
$350.00
$300.00
$250.00
$200.00
$150.00
$100.00
$50.00
$-
2014 2015 2016 2017 2018 2019
Pivot Technology Solutions, Inc.
S&P/TSX Composite Total Return Index
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	2014	2015	2016	2017	2018	2019
Pivot Technology Solutions, Inc.	$0.64	$2.16	$1.71	$2.20	$1.00	$1.68
Value of $100 Investment	$100.00	$346.88	$298.05	$394.82	$204.46	$358.38
S&P/TSX Composite Total Return Index	$15,052.26	$13,445.35	$15,709.10	$16,654.85	$14,817.04	$17,636.73
Value of $100 Investment	$100.00	$89.32	$104.36	$110.65	$98.44	$117.17

The Corporation’s compensation to executive officers has generally increased during the five most recently completed financial years. The total cumulative shareholder return for an investment in the Corporation’s common shares has increased over the same period. While the compensation has increased for certain executives during that period, in part due to the competition among organizations operating in the technology sector to attract and retain the best possible executives, the compensation for the other NEOs has remained more or less constant. During that period, certain NEOs met or exceeded performance targets and were awarded bonuses that resulted in higher

compensation compared to previous years. When performance targets were not met by certain NEOs, they received lower compensation compared to previous years.

Summary Compensation Table

The following table and the notes thereto set forth information concerning annual total compensation for the Named Executive Officers for the fiscal years ended December 31, 2019, 2018 and 2017, as applicable.

					Non-equity Incentive Plan	Non-equity Incentive Plan
					Compensation
Name and	Year		Share-based	Option-based	($)		Pension	All Other	Total
Principal	Ended	Salary ($)	Awards	Awards			Value	Compensation	Compensation
Position	Dec. 31		($)	($)	Annual	Long-term	($)	($)	($)
					Incentive	Incentive
					Plans	Plans
Kevin Shank President and Chief Executive Officer(1)	2019	$450,000	$54,270	$0	$188,800	$4,125	$0	$100,276	$797,471
	2018	$438,731	$29,222	$22,617	$157,050	$4,050	$0	$24,022	$675,692
	2017	$450,000	$114,123	$101,802	$320,400	$3,975	$0	$21,348	$1,011,648
David Toews Chief Financial Officer(2)	2019	$226,091	$7,738	$0	$78,650	$2,749	$0	$0	$315,228
	2018	$195,440	$0	$8,342	$91,408	$2,594	$0	$1,201	$298,985
	2017	$114,738	$0	$0	$106,284	$2,564	$0	$0	$221,022
Matt Olson Chief Strategy Officer	2019	$310,000	$25,090	$0	$73,625	$2,952	$0	$830	$412,497
	2018	$295,810	$14,611	$9,047	$49,928	$2,953	$0	$15,372	$387,721
	2017	$262,026	$57,061	$33,934	$102,499	$3,975	$0	$14,125	$473,620
Scott Ward Executive Vice President – Business Development	2019	$290,000	$4,091	$0	$137,750	$3,526	$0	$181,345	$616,712
	2018	$283,067	$0	$11,308	$226,825	$3,526	$0	$14,782	$539,508
	2017	$51,629	$0	$0	$72,500	$0	$0	$2,731	$126,860
Mike Flanagan Chief Information and Chief Technology Officer	2019	$290,000	$25,090	$0	$83,125	$3,074	$0	$1,069	$402,358
	2018	$279,608	$0	$0	$130,287	$2,801	$0	$276	$424,777
	2017	$254,809	$0	$0	$118,674	$3,264	$0	$276	$373,761

Notes:

(1) Mr. Shank was appointed as President on January 12, 2016 and as Chief Executive Officer on May 1, 2016. Mr. Shank did not receive any fees for his service as a director.

(2) Mr. Toews was appointed as Acting Chief Financial Officer on June 12, 2017 and Chief Financial Officer on October 19, 2018.

Outstanding Share-Based Awards and Option-Based Awards

The following table summarizes the number of options granted to each NEO that are outstanding under the Corporation’s incentive plans, being the Incentive Stock Option Plan and the RSU Plan, as at the end of the financial year ended December 31, 2019.

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In- the-Money Options ($)	Number of Shares or Units of Shares that Have Not Vested (#)	Market or Payout Value of Share- Based Awards that Have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)
Kevin Shank	237,500 100,000 150,000	C$1.60 C$1.68 C$2.47	20/06/2026 17/08/2023 30/06/2022	C$19,000 Nil Nil	99,373	C$166,946	Nil
David Toews	100,000	C$1.68	16/11/2023	Nil	15,658	C$26,305	Nil
Matt Olson	87,500 40,000 50,000	C$1.60 C$1.68 C$2.47	20/06/2026 17/08/2023 30/06/2022 17/08/2021	C$7,000 Nil Nil	45,472	C$76,392	Nil Nil
Scott Ward	50,000	C$1.68	17/08/2023	Nil	8,429	C$14,162	Nil
Mike Flanagan	62,500 40,000 50,000	C$1.60 C$1.68 C$2.47	20/06/20206 17/08/2023 30/06/2022	C$5,000 Nil Nil	45,472	C$76,392	Nil

Incentive Plan Awards – Value Vested or Earned During Fiscal Year

The following table shows the value of awards vested or earned by each NEO granted under the Corporation’s incentive plans, being the Incentive Stock Option Plan and the RSU Plan, and the annual incentive bonus payout during the financial year ended December 31, 2019.

Name	Option-Based awards – Value vested during the year ($)	Share-Based awards – Value vested during the year ($)	Non-Equity Incentive Plan compensation – Value earned during the year ($)
Kevin Shank	$0	$71,667	$188,800
David Toews	$0	$10,267	$78,650
Matt Olson	$0	$33,117	$72,625
Scott Ward	$0	$5,433	$137,750
Mike Flanagan	$0	$33,117	$83,125

Termination and Change of Control Benefits

The Corporation, directly or through one of its subsidiaries, has entered into employment agreements with each of its currently employed NEOs. References to NEOs in this section are to Kevin Shank, David Toews, Matt Olson, Scott Ward and Mike Flanagan. These agreements do not have an express term and are subject to termination without notice by the Corporation for “Cause”, as defined therein, or by the NEO for “Good Reason”, as defined therein, and without cause by the Corporation or by the NEO upon one (1) month’s notice. In the event of termination for Cause by the Corporation or without “Good Reason” by the NEO, the NEO is not entitled to any compensation other than that earned as of the termination date. In the event of termination by the Corporation without cause or with Good Reason of the NEO, the NEO is entitled to receive severance in the form of salary continuation at the NEO’s then current base salary for a period of up to 12 months subject to all applicable withholdings, and continuation of the NEO’s then current level of coverage under the Corporation’s group health plan for a period of up to 12 months or until the NEO becomes eligible for group health benefits from another entity, whichever occurs first, provided that the NEO has timely executed and not revoked a separation agreement and general release of all claims against the Corporation and its Affiliates, in a form and substance required by the Corporation.

The employment agreements for each NEO impose certain confidentiality, nondisclosure, and non-solicitation obligations on the NEOs for a one-year period after termination. Furthermore, where permitted by law, the NEO is subject to noncompetition obligations for such one-year period. The employment agreements do not contain additional benefits in the event of termination concurrently or following any transaction resulting in a change of control of the Corporation. If Mr. Shank had been terminated as at December 31, 2019, according to his Employment Agreement with the Corporation, he would have been entitled to one year of base salary ($450,000), plus COBRA benefits for one year. If Mr. Toews had been terminated as at December 31, 2019, according to his Employment Agreement with the Corporation, he would have been entitled to six months of base salary (C$150,000), plus benefits for six months. If Mr. Olson had been terminated as at December 31, 2019, according to his Employment Agreement with the Corporation, he would have been entitled to six months of base salary (155,000), plus COBRA benefits for six months. If Mr. Ward had been terminated as at December 31, 2019, according to his Employment Agreement with the Corporation, he would have been entitled to six months of base salary ($145,000), plus COBRA benefits for six months. If Mr. Flanagan had been terminated as at December 31, 2019, according to his Employment Agreement with the Corporation, he would have been entitled to six months of base salary ($145,000), plus COBRA benefits for six months.

Indebtedness of Directors and Executive Officers

Except for “routine indebtedness” (as defined under NI 51-102F5), none of the directors, executive officers or employees of the Corporation are indebted to the Corporation.

COMPENSATION OF DIRECTORS

For the year ended December 31, 2019, compensation of directors was as follows: each director of the Corporation, except for Kevin Shank and Matthew R. Girardot, received an annual retainer of $60,000 and an additional $1,250 for each board meeting and committee attended. The Chairman of the Board of Directors received an additional $25,000, and each non-employee director who served as chair of a committee of the board received an additional $10,000.

The Board of Directors determines the form of payment of the compensation paid to directors. Directors are eligible to be granted stock options under the Corporation’s incentive plans, which are the Incentive Stock Option Plan and the RSU Plan.

The table below sets out the compensation earned by directors in the 12-month period ended December 31, 2019, excluding Kevin Shank whose compensation information is provided in the Summary Compensation Table for NEOs.

Name	Fees Earned ($)	Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	Pension Value ($)	All Other Compensation ($)	Total ($)
John R. Anderson(1)	$26,250	$0	$0	$0	$0	$0	$26,250
M. Lazane Smith	$92,500	$0	$0	$0	$0	$0	$92,500
Stephen T. Moore	$95,000	$0	$0	$0	$0	$0	$95,000
Wade K. Dawe	$103,750	$0	$0	$0	$0	$0	$103,750
Matthew R. Girardot(2)	$225,000	$0	$0	$82,500	$0	$0	$307,500
Christopher Formant(3)	$62,500	$0	$0	$0	$0	$0	$62,500
Vic Bhagat(4)	$53,750	$34,818	$13,097	$0	$0	$0	$101,665

Notes:

(1) Mr. Anderson’s term as a director ended on June 26, 2019.
(2) Mr. Girardot is an officer of the Corporation and this amount represents Mr. Girardot’s compensation in connection with his role as an officer. Mr. Girardot does not receive any additional compensation to serve as a director of the Corporation. Mr. Girardot’s term as a director will end at the Meeting. Mr. Girardot will continue to serve as an officer of the Corporation.
(3) Mr. Formant was appointed to the board on April 15, 2019[ . ]
(4) Mr. Bhagat was elected to the board on June 26, 2019.

Outstanding Share-Based Awards and Option-Based Awards

The following table summarizes the number of options granted to each director that are outstanding under the Corporation’s incentive plans, which are the Incentive Stock Option Plan and the RSU Plan, during the financial year ended December 31, 2019, excluding Kevin Shank whose information is provided in the Outstanding Share-Based Awards and Option-Based Awards table for NEOs.

		Option-Based Awards	Option-Based Awards			Share-Based Awards	Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercise d In-the- Money Options ($)	Number of Shares or Units of Shares that Have Not Vested (#)	Market or Payout Value of Share- Based Awards that Have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)
M. Lazane Smith	50,000	C$2.47	30/06/2022	Nil	41,258	C$69,313	Nil Nil
Stephen T. Moore	75,000	C$1.60	20/06/2026	Nil	41,258	C$69,313	Nil Nil
Wade K. Dawe	75,000	C$1.60	20/06/2026	C$6,000	41,258	C$69,313	Nil Nil

	Option-Based Awards	Option-Based Awards	Option-Based Awards	Option-Based Awards	Share-Based Awards	Share-Based Awards	Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercise d In-the- Money Options ($)	Number of Shares or Units of Shares that Have Not Vested (#)	Market or Payout Value of Share- Based Awards that Have Not Vested ($)	Market or Payout Value of Vested Share-Based Awards Not Paid Out or Distributed ($)
Matthew R. Girardot	37,500 20,000 30,000	C$1.60 C$1.68 C$2.47	20/06/2026 17/08/2023 30/06/2022	C$3,000 Nil Nil	41,258	C$69,313	Nil Nil
Christopher Formant(2)	50,000	C$1.54	18/11/2024	C$7,000	30,755	C$51,668	Nil
Vic Bhagat(3)	50,000	C$1.54	18/11/2024	C$7,000	30,755	C$51,668	Nil

Notes:

(1) Mr. Anderson’s term as a director ended on June 26, 2019.

(2) Mr. Formant was appointed to the board on April 15, 2019.

(3) Mr. Bhagat was elected to the board on June 26, 2019.

Incentive Plan Awards – Value Vested or Earned During Fiscal Year

The following table shows the value of awards vested or earned by each director under the Corporation’s incentive plans, being the Incentive Stock Option Plan and the RSU Plan, and the annual incentive bonus payout during the financial year ended December 31, 2019, excluding Kevin Shank whose information is provided in the Incentive Plan Awards – Value Vested or Earned During Fiscal Year table for NEOs.

Name	Option-Based awards – Value vested during the year ($)	Share-Based awards – Value vested during the year ($)	Non-Equity incentive plan compensation – Value earned during the year ($)
M. Lazane Smith	C$0	C$30,400	$0
Stephen T. Moore	C$0	C$30,400	$0
Wade K. Dawe	C$0	C$30,400	$0
Matthew R. Girardot	C$0	C$30,400	$82,500
Christopher Formant(2)	C$0	C$0	$0
Vic Bhagat(3)	C$0	C$0	$0

Notes:

(1) Mr. Anderson’s term as a director ended on June 26, 2019.

(2) Mr. Formant was appointed to the board on April 15, 2019.

(3) Mr. Bhagat was elected to the board on June 26, 2019.

Directors’ and Officers’ Insurance

The Corporation maintains insurance for the benefit of the Corporation and its directors and officers as a group, in respect of the performance by them of duties of their office. The amount of primary insurance purchased for the year ended December 31, 2019, was for an aggregate limit of liability (inclusive of costs of defence) of C$10,000,000. There is a deductible amount on a per loss basis of up to C$50,000 for a claim against the Corporation, except for securities law violation with a deductible of C$150,000. The premium is paid by the Corporation without distinction as to directors as a group or officers as a group. The premium paid for such insurance in 2019 was C$60,000. Excess directors’ and officers’ liability insurance with an aggregate limit of liability (inclusive of costs of defence) of C$10,000,000 was purchased for a premium of C$50,000 for the year ended December 31, 2019. A second excess directors’ and officers’ liability insurance policy was purchased for a premium of C$41,500. The second excess policy has an aggregate limit of liability (inclusive of costs of defence) of C$10,000,000.

CORPORATE GOVERNANCE POLICIES

The Canadian Securities Administrators have adopted National Instrument 58-101 – Disclosure of Corporate Governance Practices (the “ Disclosure Rule ”). The Disclosure Rule establishes disclosure requirements regarding corporate governance practices of a reporting issuer, as well as the requirement to file any written code of business conduct and ethics that a reporting issuer has adopted. Set out below is a description of the Corporation’s approach to corporate governance as required by the Disclosure Rule.

Board of Directors

Currently, five (5) of the seven (7) members of the Board are independent directors (within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees ), including Mr. Dawe, the Chairman of the Board. Mr. DiGregorio, who is nominated as a director for the first time at the Meeting, is also considered independent of the Corporation. As noted above, Mr. Girardot’s term as a director will end at the Meeting.

An independent director is defined as a director who has no direct or indirect material relationship with the Corporation, which is a relationship which could be reasonably expected to interfere with the exercise of a director’s independent judgement. Currently, Mr. Shank and Mr. Girardot are considered to be non-independent by virtue of their management positions with the Corporation and their employment relationships with the Corporation. The Board believes that Mr. Shank’s extensive knowledge of the Corporation’s business and affairs will continue to be beneficial to the other directors and his participation as director contributes to the effectiveness of the Board. Each other director is considered to be an independent director within the meaning of the Disclosure Rule. These determinations were made by the Board based upon an examination of the factual circumstances of each director and consideration of any interests, business or relationships, which any director may have with the Corporation. Following the election of the Nominees at the Meeting, six (6) of the seven (7) members of the Board will be considered independent as all Nominees, with the exception of Mr. Shank, are considered independent.

The independent directors schedule sessions at each Board meeting at which non-independent directors and members of management are not in attendance. The Board believes that the Board can function independently of management and discharge its responsibilities.

The Board held a total of thirteen (13) meetings during the financial year ended December 31, 2019. During 2019, all of the directors attending all of the Board meetings during their respective terms, except for John Anderson absent from the meeting on April 2, 2019; Matt Girardot absent from the meeting February 12, 2019; and Wade Dawe and Vic Bhagat absent from the meeting November 12, 2019.

Other Reporting Issuer Experience

The directors of the Corporation listed below are directors of the following reporting issuers (other than the Corporation) as of the date of this Circular:

Name of Director, Officer or Promoter	Name of Reporting Issuer	Exchange	Position	Term
Wade K. Dawe	Torrent Capital Ltd. Fortune Bay Corp. Kneat.com, Inc.	TSXV TSXV TSXV	Chairman and CEO Chairman and CEO Director	Since August 2013 Since March 2014 Since March 2014
Stephen T. Moore	Prodigy Ventures Inc.	TSXV	Director	Since June 2015
Christopher Formant	ID Systems, Inc.	Nasdaq	Director	Since May 2018

Note:

(1) Mr. Anderson’s term as a director ended on June 26, 2019.

Board Mandate

The Board Mandate is attached as Schedule B to this Circular.

Position Descriptions

The Board has adopted a written position description for the CEO of the Corporation. The primary role of the CEO is to work with the Board and the executive management team to establish long-range goals, set strategy and direction, define and model the Corporation’s culture, build and lead the senior executive team, and allocate capital and resources to the Corporation’s priorities.

The primary role of the Chairman is to ensure that the responsibilities of the Board are well understood by both the Board and the Corporation’s management, the boundaries between the Board and management are understood and respected and that the Board carries out its responsibilities. The Chairman ensures that the Board functions effectively, chairs meetings of the Board and shareholders and leads the Board in monitoring and evaluating the performance of the CEO.

The primary responsibilities of the Chairman of each committee is to lead the committee in undertaking the duties and responsibilities that the committee is charged with by the Board; ensure that committee members receive all necessary information in a timely fashion; ensure that the committee has adequate access to all members of management; set agendas for and chair committee meetings; lead the committee in an annual review of its performance; and ensure the committee is comprised of members with the requisite skill, experience and training. The Board has not developed written position descriptions for the Chairman of each Committee.

Orientation and Continuing Education

The Corporation does not provide a formal orientation or education program for Board members, as it believes that such programs are not appropriate for an experienced Board, the members of which have been selected for their specific expertise.

The Corporation’s directors are highly experienced and knowledgeable, both individually and as a group. The directors have business backgrounds and/or have careers in or related to the technology industry and are familiar with the Corporation’s projects, through sufficient interactions with management and technology developers.

Summary presentations by management relating to various aspects of the Corporation’s business and projects are provided at meetings of the Board. The Board believes that discussions among the directors and management at these meetings provide a valuable learning resource for the directors with non-technical expertise in the subject matter presented, and that those directors provide management with valuable insights into the broader issues facing the Corporation.

Ethical Business Conduct

The Board has adopted and disseminated to all employees and directors a written Code of Business Conduct and Ethics. A copy of the Code of Business Conduct and Ethics can also be obtained by calling 1-866-477-6797.

In order to ensure that the directors exercise independent judgement in considering transactions and agreements, the Board requires that all directors declare any conflicts of interest with issues or situations as they arise. This would include transactions/agreements in which a director/officer has a material interest.

Nomination of Directors

The Corporation’s CCGN Committee is tasked with the nomination of directors. The CCGN Committee is required to annually evaluate the performance of the current directors, consider any needs for the Board, and recommend to the entire Board candidates for election as directors. The Board will assess the recommended nominees and take responsibility for selecting new directors to be proposed for election by the shareholders.

Audit Committee

The Board has established an Audit Committee. The Audit Committee met five (5) times during the financial year ended December 31, 2019. Additional details with respect to the Audit Committee can be found in the Corporation’s Annual Information Form for the year ended December 31, 2019 (the “ AIF ”). In particular, the responsibilities and duties of the Audit Committee are set in the Audit Committee Charter as provided in Schedule A to the AIF.

Compensation

Compensation matters are managed by the CCGN Committee. The function of the CCGN Committee is to review the compensation terms of each officer of the Corporation annually as well as other times as necessary. After considering input from senior management, the CCGN Committee makes a recommendation to the Board for approved compensation terms for the CEO and the CFO of the Corporation. Among other things, the CCGN Committee also recommends the structure of the compensation in terms of the amount of cash and/or number of options to be granted.

The CCGN Committee is comprised of Stephen T. Moore (Chair), Wade K. Dawe and Vic Bhagat, all of whom are independent. Each member of the CCGN Committee has the necessary skills and experience to carry out his or her duties. Mr. Moore has served as a director on a number of public company boards and has significant experience with performance and incentive-based compensation structures, and the major governance issues faced by public companies in today’s regulatory environment. Mr. Dawe has served as a director of several companies listed on both the TSX and TSXV and has significant experience with compensation and corporate governance matters of publicly listed companies. Mr. Bhagat has held senior executive positions in several large technology companies including Verizon Enterprise, Bain Capital Ventures and EMC Inc. and has over thirty years of experience.

The CCGN Committee met four (4) times during the financial year ended December 31, 2019. In April 2017, the Corporation engaged a compensation consultant, Mercer Canada Limited, to conduct an executive compensation review for its President and Chief Executive Officer, Chief Financial Officer and Chief Information Officer. The analysis will be used by the CCGN Committee in its review of current compensation structure and philosophy utilized in establishing executive compensation and to compare salaries relative to peer organizations.

Other Board Committees

The Board has no standing committees other than the Audit Committee and the CCGN Committee.

Assessments

The Board, its committees and individual directors are assessed with respect to their effectiveness and contributions by the CCGN Committee.

Director Term Limits and Other Mechanisms for Board Renewal

The Corporation does not have a retirement policy for directors. The CCGN Committee considered whether to propose the adoption of term limits for directors or other mechanisms for board renewal, and determined not to do so. The Board fully endorses the recommendation because it believes that imposing a term limit or an arbitrary retirement age would discount the value of experience and continuity of board service, and may unnecessarily deprive the Corporation of the contributions of directors who have developed a deep knowledge of the Corporation over time.

Representation of Women on the Board

The Board recognizes the value and importance of diversity, including gender diversity, but has decided not to adopt a formal policy regarding the representation of women on the Board. While gender diversity is one of the criteria embedded in the director identification and selection process, recommendations for election and appointment to the Board are made primarily based on merit, in light of a variety of other factors, including the skills, experience, independence and knowledge that the Board, as a whole, requires to be most effective. The Board must retain the flexibility to add qualified directors, as appropriate. Gender cannot be a decisive factor above all other considerations.

Similarly, the Board believes that adopting a target number or percentage regarding the representation of women may compromise its ability to be responsive to the needs of the Corporation, may disqualify desirable candidates and may create a perception that individuals have been nominated solely or primarily on the basis of gender to meet targets. The Board remains committed to increasing diversity as turnover occurs in the normal course, taking into account skills, background, experience and expertise desired at that particular time to complement the mix of skills and experience of other directors.

As at the date hereof and assuming that all of the Nominees are elected at the Meeting, one (1) of the seven (7) directors (14%) is a woman.

Representation of Women in Executive Officer Positions

The Corporation is committed to promoting diversity at all levels and takes into account the representation of women and the importance of diversity when filling executive officer positions. Because of the limited size of the executive team and the need to ensure that recruitment efforts and appointments are primarily based on the merits of the individuals and the needs of the Corporation at the relevant time, the Board has decided not to set targets regarding the representation of women in executive officer positions. As at the date hereof, two (2) of the Corporation’s executive officers are women, out of a total of nine (9) executive officers (22%).

DESCRIPTION OF COMPENSATION PLANS

Securities Authorized for Issuance under Equity Compensation Plan

On June 17, 2014, the Corporation adopted both the Incentive Stock Option Plan and the RSU Plan. See “Approval of Unallocated Stock Options Under the Incentive Stock Option Plan” and “Approval of Amendment to the Restricted

Share Unit Plan” for information regarding the proposed resolution to approve all unallocated options available for grant under the Corporation’s Incentive Stock Option Plan, and the proposed resolution to amend and restate the RSU Plan.

The following table sets forth certain information as of December 31, 2019 with respect to the Incentive Stock Option Plan and the RSU Plan, which are the only compensation plans under which equity securities of the Corporation are authorized for issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted–average exercise price of outstanding options, warrants and rights	Number of securities remaining for future issuance under equity compensation plan
Incentive Stock Option Plan	2,121,250	C$1.77	570,156
RSU Plan	558,847	C$1.88	691,153

Securities Issuable under Equity Compensation Plans as a Percentage of Outstanding Shares

The following table provides information on the securities issuable under the Incentive Stock Option Plan and RSU Plan, expressed as a number and as a percentage of common shares of the Corporation as of December 31, 2019:

		Maximum number of	Total number of	Total number of securities
Equity Compensation Plan		securities issuable under	securities awarded and	available for grant under
		the plan	outstanding under the	the plan
			plan

Stock Option Plan	Number	2,691,407(3)	2,121,250	570,157
	Percentage of outstanding common shares(1)	6.8%	5.4%	1.4%
RSU Plan	Number	1,250,000	558,847(2)	691,153
	Percentage of outstanding common shares(1)	3.2%	1.4%	1.8%

Notes:

(1) As of December 31, 2019, there were 39,414,066 common shares issued and outstanding.

(2) This number includes 73,843 of dividend equivalents.

(3) 2,691,407 (representing 10% of the outstanding common shares less the number of maximum number of securities under the RSUs plan).

Annual Burn Rate

The following table sets forth the annual burn rate, calculated in accordance with the rules of the TSX, in respect of each of the equity compensation plans for each of the three most recently completed years:

	2019 Burn Rate	2018 Burn Rate(1)	2017 Burn Rate(1)
Incentive Stock Option Plan	0.5%	1.3%	1.1%
RSU Plan	0.2%	1.0%	1.0%

Notes:

(1) The annual burn rate is calculated as follows and expressed as a percentage:

Number of securities granted under the specific plan during the applicable fiscal year Weighted average number of securities outstanding for the applicable fiscal year

THE CORPORATION’S INCENTIVE STOCK OPTION PLAN

The Corporation presently has in place a “rolling” Incentive Stock Option Plan, which was first approved by shareholders on June 17, 2014 and approved again by shareholders on June 16, 2015 and June 21, 2016. The rules of the TSX requires the unallocated options under the Incentive Stock Option Plan to receive shareholder approval every three years. See “Approval of Unallocated Stock Options Under the Incentive Stock Option Plan” for information regarding the proposed resolution to approve all unallocated options available for grant under the Corporation’s Incentive Stock Option Plan.

Key provisions of the Incentive Stock Option Plan for the Corporation are summarized below.

Terms of the Incentive Stock Option Plan

The Incentive Stock Option Plan provides the Board (or a committee of the Board if the Board so delegates) with authority to grant options to purchase common shares to directors, officers, employees and consultants (collectively, “ Service Providers ”) of the Corporation or one of its subsidiaries and to charitable organizations. The purpose of the Incentive Stock Option Plan is to advance the interests of the Corporation by closely aligning the participants’ personal interests with those of the Corporation’s shareholders generally. The Incentive Stock Option Plan is a “10% rolling plan” in that it continuously provides for the reservation of a number of common shares under the Incentive Stock Option Plan equal to 10% of the Corporation’s issued and outstanding common shares less any common shares reserved for issuance pursuant to other security based compensation arrangements. Thus, the maximum number of common shares that may be reserved under the Incentive Stock Option Plan will, from time to time, vary proportionately to the issued and outstanding share capital of the Corporation. Further, the Incentive Stock Option Plan is a “reloading plan”, meaning that when options under the Incentive Stock Option Plan expire, are terminated or are exercised, the number of common shares reserved for issuance under such expired, terminated or exercised options automatically become eligible to be reallocated pursuant to new stock options under the Incentive Stock Option Plan.

The Incentive Stock Option Plan includes restrictions on the options that may be granted to insiders and other participants. The aggregate number of common shares issuable under the Incentive Stock Option Plan, combined with all common shares issuable under all other security based compensation arrangements to insiders, cannot exceed 10% of the issued and outstanding common shares at any time; and the number of common shares issued to insiders in the aggregate, within any 12-month period under the Incentive Stock Option Plan and any other security based compensation arrangement cannot exceed 10% of the issued and outstanding common shares. In addition, the number of common shares issuable under stock options granted to any eligible individual, within any 12-month period cannot exceed 5% of the issued and outstanding common shares of the Corporation, or 2% of the issued and outstanding common shares in the case of consultants or persons engaged in investor relations activities.

The exercise price of the common shares subject to each option shall be determined by the Board at the time the option is granted. In no event shall such exercise price be less than the volume weighted average trading price for such common shares on the TSX for the five days preceding the date of grant or the minimum exercise price allowed under the rules of the TSX. If the options are granted within ninety days of a Distribution (as defined in the Incentive Stock Option Plan) by the Corporation by prospectus, then the exercise price per common share for such option shall not be less than the greater of (i) the volume weighted average trading price for such common shares on the TSX for the five days preceding the date of grant or the minimum exercise price allowed under the rules of the TSX and (ii) the price per common share paid by the public investors for common shares acquired pursuant to such Distribution.

The Board has discretion to determine the term of each option, provided that the duration of an option shall not exceed 10 years. Stock options that expire during a black-out period imposed by the Corporation pursuant to its internal trading policies are extended for a period of 10 business days after the end of the black-out period. In addition, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restrictions shall exist, except in the case of consultants engaged in investor relations activities for whom the Incentive Stock Option Plan prescribes vesting requirements. Vested options may be

exercised no later than 90 days following the date the optionee ceases to be a director, officer, employee or consultant of the Corporation or a subsidiary, provided that (i) if the cessation of office, employment or consulting arrangement is by reason of termination for cause, vested options shall terminate and cease to be exercisable upon such termination for cause; and (ii) if the cessation of office, directorship, employment or consulting arrangement is by reason of death, vested options may be exercised by the successors of the deceased within a maximum period of 12 months following such death, subject to the expiry date of such option. The Board has the discretion to vary the termination date of options in certain circumstances. Options are not transferrable or assignable.

The Incentive Stock Option Plan includes adjustment provisions which provide discretion to the Board to adjust the terms of stock options in the event of a reorganization, distribution, arrangement, amalgamation, merger, change of control or other fundamental change in the affairs of the Corporation to enable optionholders to exercise options prior to giving effect to such events and to ensure that any optionholder exercising an option after any such event will be in the same position as such optionholder would have been in if he or she had exercised the option prior to such event.

The Board may without shareholder approval amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate the Incentive Stock Option Plan or any portion thereof provided that no such amendment, suspension or termination alters or impairs any outstanding unexercised options or any rights without the consent of the participant and such amendment shall not: (a) increase the percentage of common shares issuable on exercise of options in excess of the 10% limit currently prescribed; (b) reduce the exercise price of any outstanding options held by insiders; (c) extend the term of any outstanding option held by an insider beyond the original expiry date of such option; (d) make any amendment to the Incentive Stock Option Plan that permits a participant to transfer assigned options to a new beneficial participant other than in the case of the death of the participant; or (e) amend the amending provision of the Incentive Stock Option Plan. Examples of the types of amendments to the Incentive Stock Option Plan that the Board may make without seeking shareholder approval include, but are not limited to, the termination of the Incentive Stock Option Plan; amendments designed to comply with applicable laws or regulatory requirements; and “housekeeping” administrative changes (such as correcting an immaterial inconsistency or curing any ambiguity).

The Board shall determine whether persons resident in the United States shall be entitled to purchase common shares in order to prevent the Corporation from becoming a “Domestic Issuer” under applicable U.S. securities laws. The maximum number of common shares that may be issued under the Incentive Stock Option Plan as “Incentive Stock Options” (as defined in Section 422(b) of Internal Revenue Code of 1986, as amended (the “ Code ”)) is 1,000,000 common shares (the “ Section 422(b) Incentive Stock Options ”).

The Board may grant stock options or Section 422(b) Incentive Stock Options under the Incentive Stock Option Plan. Section 422(b) Incentive Stock Options granted under the Incentive Stock Option Plan to certain employees, directors and consultants of the Corporation and its affiliates and its subsidiaries may be entitled to preferential U.S. tax treatment.

Outstanding Stock Options Available for Issuance

As at May 14, 2020, 2,065,150 stock options have been granted to directors, officers, employees and consultants of the Corporation under the Incentive Stock Option Plan. Based on the number of common shares outstanding as at May 14, 2020, a total of 570,157 stock options, including Section 422(b) Incentive Stock Options, less shares reserved for issuance pursuant to restricted share units (“ RSUs ”) or other security based compensation arrangements granted in the future, are available for grant under the Incentive Stock Option Plan.

THE CORPORATION’S RESTRICTED SHARE UNIT PLAN

The Corporation presently has in place the RSU Plan, which was approved by shareholders on June 17, 2014, and amended on May 16, 2016 and June 26, 2019. The rules of the TSX provide that all unallocated options, rights or

other entitlements under a security-based compensation arrangement which do not have a fixed number of maximum securities issuable be re-approved every three years.

The RSU Plan is an incentive compensation plan established to retain and motivate Service Providers and to promote greater alignment of interest between Service Providers and shareholders. The RSU Plan provides Service Providers with the opportunity to acquire common shares through an award of RSUs. Each RSU represents a right to receive one common share. To date, a total of 529,829 RSUs have been granted under the Corporation’s RSU Plan and will vest over a three-year period. Key provisions of the RSU Plan are summarized below.

Administration of the Plan

The Board administers the RSU Plan. Among other things, the Board has the authority to: (a) determine the individuals to whom RSUs may be granted; and (b) grant RSUs on such terms and conditions as it determines including, without limitation, the time or times at which RSUs may be granted; the time or times when each RSU shall vest and the term of each RSU; whether restrictions or limitations are to be imposed on the common shares issued pursuant to an RSU and the nature of such restrictions or limitations, if any; any acceleration or waiver of termination or forfeiture regarding any RSU; in each case, based on such factors as the Board may determine appropriate, in its sole discretion. In addition, the Board has the discretion to determine which Service Providers will participate in the RSU Plan (each such Service Provider being a “ Participant ”). The Corporation will maintain an RSU account for each Participant and will credit such account with any RSU awards.

Limits on Issuances

The RSU Plan provides that:

(a) the maximum number of RSUs that may be granted shall be limited to 1,250,000, or as may otherwise be permitted by applicable law and the TSX, provided that the maximum number of common shares issuable pursuant to outstanding RSUs and all other security based compensation arrangements, shall not exceed 10% of the common shares of the Corporation outstanding from time to time;
(b) the maximum number of common shares issued to insiders pursuant to outstanding RSUs and all other security based compensation arrangements, within a 12-month period, may not exceed 10% of the common shares of the Corporation outstanding from time to time;
(c) the maximum number of common shares issuable to insiders pursuant to outstanding RSUs and all other security based compensation arrangements at any time may not exceed 10% of the common shares of the Corporation outstanding from time to time;
(d) the maximum number of common shares issuable to any one Participant pursuant to outstanding RSUs and all other security based compensation arrangements, within a 12-month period, may not exceed 5% of the common shares of the Corporation outstanding from time to time;
(e) the maximum number of common shares issuable to any one consultant pursuant to outstanding RSUs and all other security based compensation arrangements, within a 12-month period, may not exceed 2% of the common shares of the Corporation outstanding from time to time; and
(f) the maximum number of common shares issuable to persons employed to conduct investor relations activities pursuant to outstanding RSUs and all other security based compensation arrangements, within a 12-month period, may not exceed 2% of the common shares of the Corporation outstanding from time to time.

If an RSU is surrendered, terminated or expires without being redeemed, the common shares reserved for issuance pursuant to such RSU shall be available for new RSUs granted under the RSU Plan. If an RSU is redeemed for either

cash or common shares, the common shares that are reserved for issuance under such RSU will be available for new RSUs granted under the RSU Plan.

When a grant of RSUs is made, the number of such RSUs granted is credited to each Service Provider’s account (the “ Participant Account ”), effective as of a particular date determined by the Board (the “ Grant Date ”). The number of RSUs to be offered to each Participant’s Account is determined by the Board. The Board may, in its sole discretion, determine: (a) the time during which RSUs shall vest and whether there shall be any other conditions or performance criteria to vesting; (b) the method of vesting; or (c) that no vesting restriction shall exist. In the absence of any determination by the Board to the contrary, RSUs will vest and be redeemable as to one-third (1/3) of the total number of RSUs granted on each of the first, second and third anniversaries of the Grant Date. Notwithstanding the foregoing, the Board may, in its sole discretion at any time or in the agreement in respect of any RSUs granted, accelerate or provide for the acceleration of vesting of RSUs previously granted. The rights of a Participant under the RSU Plan are not assignable or transferrable.

Term of RSUs

Subject to the provisions of the RSU Plan requiring or permitting the acceleration or the extension of the term, the term during which an RSU may be outstanding for such period is not in excess of a time period equal to the balance of the Grant Year (as defined in the RSU Plan) after the Grant Date plus a period of three (3) calendar years thereafter, as is determined from time to time by the Board, but subject to the rules of any stock exchange or other regulatory body having jurisdiction, and in the absence of any determination to the contrary will be the date that is a period equal to the balance of the Grant Year after the Grant Date plus three (3) calendar years thereafter.

Where a vesting date occurs on a date when a Participant is subject to a Black-Out Period (as defined in the RSU Plan), such vesting date shall be extended to a date which is within two (2) business days following the end of such Black-Out Period, and further provided that if any such extension would cause the vesting date or vesting dates to be on or after the Final Vesting Date (as defined in the RSU Plan), the amounts to be paid in respect of such RSUs shall be paid on the Final Payment Date (as defined in the RSU Plan) notwithstanding the Black- Out Period.

Resignation, Termination or Death

Unless otherwise determined by the Board, or unless the Corporation and a Participant agree otherwise in an RSU agreement or other written agreement, each RSU shall provide that if a Participant shall cease to be a director, an officer, an employee, or a consultant or other Service Provider to the Corporation or its subsidiaries for any reason whatsoever, including retirement, resignation, involuntary termination (with or without cause) or death, before all of the Participant’s RSUs have vested: (a) such Participant shall cease to be a participant in the RSU Plan; (b) the former Participant shall forfeit all unvested grants respecting RSUs in the Participant’s Account; (c) any common shares corresponding to any remaining vested grant of RSUs shall be delivered to the former Participant in accordance with the RSU Plan as soon as practicable after the forfeiture date; and (d) the former Participant shall not be entitled to any further issuance of common shares or any payment in respect of the RSU Plan. However, in the event of the death of a Participant, any unvested grants respecting RSUs in the deceased Participant’s Account effective as at the time of the Participant’s death will be deemed to have vested immediately prior to the forfeiture date with the result that the deceased Participant shall not forfeit any unvested grants respecting RSUs.

Redemption of Vested RSUs

Within 60 days of the vesting date, the Participant shall have the right to receive, at the sole election of the Corporation, payment for the RSUs by either of the following methods or by a combination of such methods: (i) a cash payment equal in value to the number of RSUs recorded in the Participant’s account multiplied by the weighted average trading price of the common shares for the five (5) days preceding the vesting date; or (ii) one common share multiplied by the number of RSUs recorded in the Participant’s account, issued from treasury and subject to the receipt of necessary approvals, less applicable withholdings in all cases.

Adjustments

In the event: (a) of any change in the common shares through subdivision, consolidation, reclassification, amalgamation, merger or otherwise; (b) that any rights are granted to all or substantially all shareholders to purchase common shares at prices substantially below fair market value as of the date of grant; or (c) that, as a result of any recapitalization, merger, consolidation or other transaction, the common shares are converted into or exchangeable for any other securities or property; then the Board may make such adjustments to the RSU Plan, to any RSUs and to any RSU agreements outstanding under the RSU Plan as the Board may, in its sole discretion, consider appropriate in the circumstances to prevent dilution or enlargement of the rights granted to Participants thereunder and/or to provide for the Participants to receive and accept such other securities or property in lieu of common shares, and the Participants shall be bound by any such determination.

Except in the case of a transaction that is a Change of Control (as defined in the RSU Plan), if the Corporation or all or substantially all of the Corporation’s undertaking, property or assets become the property of any other trust, body corporate, partnership or other person (a “ Successor ”) whether by way of take-over bid, acquisition, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, then prior to or contemporaneously with the consummation of such transaction: (a) the Corporation and the Successor shall do all things as are necessary such that the Successor will assume all the covenants and obligations of the Corporation under the RSU Plan and any RSU agreements in a manner that substantially preserves and does not impair the rights of the Participants in any material respect; or (b) if the RSUs are not assumed by the Successor, then the vesting date for all RSUs that have yet to be paid at such time shall be the date which is immediately prior to the date upon which the transaction is consummated.

Notwithstanding any other provision in the RSU Plan or the terms of any RSU agreement, in the event of a Change of Control occurring, all RSUs which have not otherwise vested in accordance with their terms shall vest immediately prior to the date upon which a Change of Control is completed or such earlier date as determined by the Board.

In the event that cash dividends are paid on the common shares following the grant of an RSU, an equivalent value per common share of additional RSUs will be granted to the individual’s RSU account. The vesting date applicable to such additional RSUs is the final vesting date applicable to any of the outstanding RSUs granted to a Participant (other than the RSUs credited to the Participant as Dividend Equivalents (as defined in the RSU Plan)).

Amendment or Discontinuance of the RSU Plan

The Board may amend or discontinue the RSU Plan or amend any RSU or RSU agreement at any time without the consent of a Participant, provided that such amendment shall not adversely alter or impair any RSU previously granted under the RSU Plan or any related RSU agreement, except as otherwise permitted by the RSU Plan. In addition, the Board may, by resolution, amend the RSU Plan and any RSU granted under it (together with any related RSU agreement) without shareholder approval, provided however, that at any time while the common shares are listed for trading on the TSX, the Board will not be entitled to amend the RSU Plan or any RSU granted under it without shareholder approval (or without the approval of disinterested shareholders to extend the term of any RSU held by an insider) and, if applicable, TSX approval: (a) to increase the maximum number of common shares issuable pursuant to the RSU Plan; (b) to extend the term of an RSU or amend the termination provisions applicable to RSUs; (c) to add to the categories of persons eligible to participate in the RSU Plan; (d) to remove or amend the restrictions on RSUs held by insiders; (e) to remove or amend the matters described in this paragraph; or (f) in any other circumstances where TSX and shareholder approval is required by the TSX. Without limitation of the foregoing, the Board may correct any defect or supply any omission or reconcile any inconsistency in the RSU Plan in the manner and to the extent deemed necessary or desirable, may establish, amend, and rescind any rules and regulations relating to the RSU Plan, and may make such determinations as it deems necessary or desirable for the administration of the RSU Plan.

THE SMART-EDGE EQUITY INCENTIVE OPTION PLAN

The options granted to the Smart Edge board were revoked on July 23, 2019. On October 18, 2019, the Corporation sold its Smart Edge software business to Intel Corporation for gross consideration of US $27 million.

ADDITIONAL INFORMATION

NORMAL COURSE ISSUER BID

On June 19, 2019, the Corporation obtained the approval of the TSX to implement a normal course issuer bid (“ NCIB ”) for its common shares. The Corporation received approval to acquire up to 3,791,395 common shares under the NCIB, representing approximately 10% of the Corporation’s public float. The NCIB commenced on June 24, 2019 and will continue until June 23, 2020, unless completed or terminated earlier and will be effected through the facilities of the TSX. By contacting the Corporation, a Pivot shareholder may, without charge, obtain a copy of the notice filed by the Corporation with the TSX regarding the Corporation’s intention to initiate the NCIB.

FINANCIAL INFORMATION

Financial information for the Corporation is provided in the Corporation’s comparative annual financial statements and management’s discussion and analysis for the most recently completed financial year. This information and additional information relating to the Corporation can be found on the SEDAR website at www.sedar.com and on the Corporation’s website at www.pivotts.com .

Copies of the above and other disclosure documents of the Corporation may also be obtained by sending a request to Pivot Technology Solutions, Inc., 55 Renfrew Drive, Suite 200, Markham, ON L3R 8H3 or by calling 1-866-477-6797.

The contents and the distribution of this Circular have been approved by the Board of Directors.

DATED the 14[th] day of May, 2020.

“Matthew R. Girardot”

Matthew R. Girardot Secretary Pivot Technology Solutions, Inc.

SCHEDULE A – BY-LAW AMENDMENT

BY-LAW NO. 4 PIVOT TECHNOLOGY SOLUTIONS, INC. (the “Corporation”)

A by-law further amending By-laws No.2 and No. 3

Section 1.1(c) of By-Law No. 2 of the Corporation is hereby amended and restated to the following:
(c) “holiday” means Sunday and any other day that is a holiday as defined in the Legislation Act, 2006 (Ontario) or any successor statute, as amended from time to time;
By-Law No. 2 of the Corporation is hereby further amended by adding the following Section 4.4.1:

4.4.1 Participation by Electronic Means

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of shareholders, any shareholder entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility. A shareholder, who through such means votes at the meeting or establishes a communications link to the meeting is deemed to be present at the meeting.

Section 4A.7 of By-Law No. 3 of the Corporation is hereby amended by replacing the reference to “5:00 p.m. (Winnipeg time)” to read “5:00 p.m. (Eastern time)”.

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SCHEDULE B – BOARD MANDATE

BOARD MANDATE PIVOT TECHNOLOGY SOLUTIONS, INC .

To the directors of Pivot Technology Solutions, Inc. (the “Corporation”):

GENERAL

The fundamental responsibility of the Board of Directors (the “Board”) is to supervise the management of the business and affairs of the Corporation.

The Board has adopted this Mandate, which reflects the Corporation’s commitment to high standards of corporate governance, to assist the Board in supervising the management of the business and affairs of the Corporation.

The Board believes that sound corporate governance practices are essential to the wellbeing of the Corporation and the promotion and protection of its shareholders’ interests. The Board oversees the functioning of the Corporation’s governance system, in part through the work of the Compensation, Corporate Governance and Nominating Committee.

The Board promotes fair reporting, including financial reporting, to shareholders of the Corporation and other interested persons as well as ethical and legal corporate conduct through an appropriate system of corporate governance, internal controls and disclosure controls. The Board believes that the Corporation is best served by a Board that functions independently of management and is informed and engaged.

The Compensation, Corporate Governance and Nominating Committee will review this Mandate annually, or more often if warranted, and recommend to the Board such changes as it deems necessary and appropriate in light of the Corporation’s needs and legal and regulatory developments.

BOARD COMPOSITION

(a) BOARD MEMBERSHIP CRITERIA

The Compensation, Corporate Governance and Nominating Committee is responsible for establishing the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; the competencies and skills that the Board considers each existing director to possess; and the competencies and skills each new candidate to be elected or appointed by shareholders will bring to the Board.

The Compensation, Corporate Governance and Nominating Committee recommends Board members for nomination. In making its recommendations, the Compensation, Corporate Governance and Nominating Committee focuses on the competencies, skills, and personal qualities of the candidates as well as the business experience that the candidates possess to enhance the Board’s decision-making process and overall management of the business and affairs of the Corporation.

Directors must have sufficient time to carry out their duties and not assume responsibilities which would materially interfere with or be incompatible with Board membership. Directors who change their principal occupation are expected to advise the Compensation, Corporate Governance and Nominating Committee and, if determined appropriate by the Compensation, Corporate Governance and Nominating Committee, resign from the Board.

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(b) DIRECTOR INDEPENDENCE

The Board’s composition and procedures are designed to permit it to function independently from management and to promote and protect the interests of all shareholders.

The Board will determine whether a director is an “Independent Director”, within the meaning of Part I of Multilateral Instrument 52-110. The Board will review the independence of all directors on an annual basis. To facilitate this review, directors will be asked to provide the Board with full information regarding their business and other relationships with the Corporation and its affiliates, with senior management and their affiliates. Directors have an ongoing obligation to inform the Board of any material changes in their circumstances or relationships which may affect the Board’s determination as to their independence.

(c) BOARD SIZE

The current Board is comprised of seven directors and the Board considers this to be an appropriate size for effective decision-making and Committee work given the nature of the operations of the Corporation and its subsidiaries and its current ownership. The Board has been given the authority by shareholders to increase the Board size to up to eleven directors.

(d) QUORUM

Subject to the Business Corporations Act (Ontario) and the Corporation’s by-laws, the quorum for the transaction of business at any meeting of the board shall be a majority of the number of directors then in office or such greater number of directors as the board may from time to time determine by resolution.

(e) TERM

Directors are generally elected at the annual meeting of shareholders of the Corporation for a term expiring at the close of the next annual meeting of shareholders. The Board does not believe it should establish term limits or mandatory retirement ages for its members as such limits may deprive the Corporation and its shareholders of the contributions of members who have been able to develop, over time, valuable insights into the Corporation, its strategy and business operations.

(f) BOARD SUCCESSION

The Compensation, Corporate Governance and Nominating Committee is responsible for maintaining a Board succession plan that is responsive to the Corporation’s needs and the interests of its shareholders.

(g)

SERVICE ON OTHER BOARDS AND COMMITTEES

The Board does not believe that its members should be prohibited from serving as a director or in a similar position for a government agency or an outside entity, so long as these commitments do not create a conflict of interest or interfere with a director’s ability to fulfill his or her duties as a member of the Board. Directors must be mindful of the number of other public company boards and committees of those boards on which they serve, taking into account potential board and committee attendance, participation and effectiveness on those boards and committees.

On or before accepting an appointment to the board or a committee of any entity, a director should advise the Chairman of the Board.

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DIRECTORS’ RESPONSIBILITIES

Directors must act honestly and in good faith with a view to the best interests of the Corporation and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In order to fulfill their responsibilities, each director is expected to:

(a) participate, with management, in developing a multi-year strategic plan and annual business plans and approve such plans;
(b) develop and maintain a thorough understanding of the Corporation’s operational and financial objectives, financial position and performance and the performance of the Corporation relative to its principal competitors;
(c) ensure that the Corporation’s activities are at all times conducted in accordance with the purpose of the Corporation, its strategic plan and operating policies;
(d) diligently prepare for each meeting, including reviewing all meeting materials distributed in advance;
(e) actively and constructively participate in each meeting, including seeking clarification from management and outside advisors where necessary to fully understand the issues under consideration;
(f) engage in continuing education programs for directors, as appropriate; and
(g) diligently attend meetings of the Board and any Committee of which he or she is a member.

BOARD DUTIES AND RESPONSIBILITIES

In fulfilling its responsibilities, the Board is, among other matters, responsible for the following:

(a) SHAREHOLDER AND GOVERNANCE MATTERS

The Board will be responsible for dealing with the following matters:

(i) approval of submission of matters or questions requiring the approval of shareholders;
(ii) approval of the submission to the shareholders of any amendment to the articles of the Corporation or the approval of any adoption, amendment or repeal of any by-laws of the Corporation;
(iii) recommendation of candidates for election or appointment to the Board, including the review of nominations recommended by shareholders;
(iv) adoption of corporate governance guidelines or principles applicable to the Corporation, including with respect to the size and composition of the Board, the criteria to be utilized for the identification of individuals qualified to be selected as directors, the responsibilities, compensation and tenure of directors, and the assessment of the performance of the Board, its committees and directors;
(v) determination of the “independence” of directors and Audit Committee members and of the “financial literacy” of Audit Committee members;

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(vi) adoption of a process for shareholders and other interested parties to communicate directly with the Board and with individual directors, as appropriate; and
(vii) establishment of the Compensation, Corporate Governance and Nominating Committee, whose role will be to develop and implement an appropriate system of corporate governance, including practices to facilitate the Board’s independence.

(b)

APPOINTMENT AND SUPERVISION OF CHIEF EXECUTIVE OFFICER AND SENIOR MANAGEMENT

The Board will:

(i) to the extent permitted by applicable law, delegate to senior management responsibility for the day-to-day operations of the Corporation.
(ii) to the extent feasible, satisfy itself as to the integrity of the CEO and the CFO and that the CEO and the CFO create a culture of integrity throughout the Corporation.
(iii) be responsible for the adoption of processes for succession planning, the periodic review of succession plans for key members of senior management (including the CEO), and the appointment and monitoring the performance and compensation of senior management, including officers, of the Corporation.
(iv) approve the annual or semi-annual goals and objectives of the Corporation and the CEO, and the assessment of the performance of the Corporation and the CEO against the approved objectives.

(c)

STRATEGIC PLANNING AND RISK MANAGEMENT

The Board will develop with management business plans with measurable performance indicators and will approve such plans. In this regard, the Board will:

(i) review and approve on an annual basis a business and strategic plan developed with management that includes rigorous but realistic goals;
(ii) approve business and operational policies within which management will operate in relation to capital expenditures, acquisitions and dispositions, disclosure and communications, finance and investment, risk management, human resources, internal controls over financial reporting, disclosure controls and management information systems;
(iii) set annual corporate and management performance targets consistent with the Corporation’s strategic plan;
(iv) confirm that a system is in place intended to identify the principal risks facing the Corporation and its subsidiaries and their businesses and that appropriate procedures are in place to monitor and mitigate such risks, including the oversight of the management of environmental risks and practices; and
(v) confirm that processes are in place intended to address and comply with applicable legal, regulatory, corporate, securities and other compliance matters.

(d)

FINANCIAL REPORTING AND MANAGEMENT

The Board will:

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oversee the reliability and integrity of accounting principles and practices followed by management, financial statements and other financial reporting, and disclosure principles and practices followed by management;
(i) review the qualifications and independence of the independent auditors of the Corporation and approve the terms of their audit and non-audit service engagements as required in accordance with applicable laws and the requirements of any stock exchanges on which the Corporation lists its securities and of securities regulatory authorities, as adopted or amended and in force from time to time, assess the performance of the independent auditors, fill vacancies in the office of the independent auditor between shareholders’ meetings, and recommend the annual appointment or, if appropriate, the removal, of the independent auditors of the Corporation to the shareholders of the Corporation for their approval in accordance with applicable laws;
(ii) approve the Corporation’s annual and interim consolidated financial statements and related management’s discussion and analysis;
(iii) approve annual operating and capital budgets;
(iv) review the integrity of the Corporation’s internal controls over financial reporting and management information systems; and
(v) review operating and financial performance results relative to established strategies, plans, budgets and objectives.
(e)

DISCLOSURE

The Board will:

(i) cause appropriate policies and procedures to be established regarding public disclosure, communications and restricted trading by insiders. In this regard, the Board will cause a designated committee of the Board to develop, adopt and periodically review a written disclosure and insider trading policy; and
(ii) adopt and monitor compliance with the Code of Business Conduct and Ethics adopted by the Corporation from time to time and the granting of any waivers in respect of compliance with the Code of Business Conduct and Ethics in accordance with the applicable requirements, if any, of the stock exchanges on which the Corporation lists its securities and securities regulatory authorities, as adopted or amended and in force from time to time.

(f)

APPROVAL OF CERTAIN OTHER MATTERS

Notwithstanding the delegation to management of the authority to manage the business of the Corporation, Board approval must be obtained for the following:

(i) any material departure from an established strategy, operating or capital budget or policy approved by the Board;
(ii) material financings, customer financings, acquisitions, dispositions, investments and other material transactions not in the ordinary course of business and/or in excess of the limits prescribed from time to time by the Board;
(iii) the authorization of the issuance of securities of the Corporation as required in accordance with applicable laws;

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(iv) the declaration of dividends on shares of the Corporation or the approval of the purchase, redemption or other acquisition of shares issued by the Corporation as required in accordance with applicable laws;
(v) the entering into of any agreement or transaction the performance of which could result in an actual or contingent liability that would be material to the Corporation; and
(vi) such other matters as the Board may, from time to time, determine require its approval.

CHAIR

(a) APPOINTMENT

The Board will each year elect one director to be Chair of the Board.

(b) GENERAL

The Chair of the Board is responsible for the management, development and effective performance of the directors, and for providing leadership to the directors in carrying out their collective responsibility for supervising the management of the business and affairs of the Corporation.

(c) SPECIFIC ROLE AND RESPONSIBILITIES.

The Chair will use his or her best efforts to:

(i) ensure that appropriate procedures are in place to allow the Board to work effectively and efficiently and to function independently of management;
(ii) ensure that the responsibilities of the Board are understood by both the directors and management and that the boundaries between the Board’s and management’s responsibilities are understood and respected;
(iii) ensure the responsibilities of the directors are effectively carried out in compliance with this Mandate and that the functions of the Board delegated to Committees are carried out by the Committees and reported to the Board;
(iv) maintain an effective relationship between the Board and management of the Corporation;
(v) provide direction and advice to management, including defining major issues, maintaining accountability to stakeholders and building relationships;
(vi) ensure that the Board and the Committees have the necessary resources to support their work (in particular, timely and relevant information);
(vii) ensure compliance with the Corporation’s governance policies, including those regarding regularity and conduct of Board meetings, managing and reporting information and other policies relating to the Board’s business;
(viii) provide leadership to ensure that the Board works as a cohesive team;
(ix) require the Board to meet as many times as necessary for the directors to carry out their duties and responsibilities effectively;

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(x) on an ongoing basis, work with the CEO to develop schedules of meetings of the Board and Committees and, in consultation with other directors and senior management, establish the agenda of the Board;
(xi) chair meetings of the Board, including requiring appropriate briefing materials to be delivered in a timely fashion, stimulating debate, providing adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual directors and ensuring that clarity regarding decisions is reached and duly recorded;
(xii) chair meetings of the shareholders of the Corporation;
(xiii) work closely with the CEO to ensure that the Corporation is building a healthy corporate governance culture;
(xiv) work closely with the Compensation, Corporate Governance and Nominating Committee to develop strategic criteria for recruitment of directors and succession planning;
(xv) work closely with the CEO to ensure effective relations with the Board and external stakeholders, such as shareholders, the investment community, the media, governments and the public generally;
(xvi) ensure that functions are delegated to appropriate Committees and that the functions are carried out and the results reported to the Board;
(xvii) actively participate in and oversee the administration of an annual evaluation of the performance and effectiveness of the CEO, Board, Committees, and all individual directors and Committee Chairs; and
(xviii) carry out other duties as requested by the directors, as needs and circumstances arise.

BOARD COMMITTEES

(a) GENERAL

The Board carries out its responsibilities directly and through the Audit Committee and the Compensation, Corporate Governance and Nominating Committee and such other Committees as it may establish from time to time.

(b)

COMMITTEE CHAIRS

Each Committee will appoint one member who is qualified for such purpose to be Chair of each Committee, to serve until the next annual election of directors or otherwise until his or her successor is duly appointed. If, following the election of directors in any year, the Board does not appoint a Chair of each Committee, the incumbent Chair will continue in office until a successor is appointed.

The Chair will use his or her best efforts to:

(i) In consultation with the Chair of the Board, the CEO, the CFO and the Committee members, as appropriate, determine the time and location of meetings of the Committee;
(ii) Ensure the Committee’s activities are consistent with, and fulfill, the Committee’s Charter;

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(iii) Take all reasonable steps to ensure that the responsibilities and duties of the Committee, as outlined in its Charter, are well understood by the Committee members and executed as effectively as possible;
(iv) In consultation with the Chair of the Board, Committee members, the CEO and the CFO as appropriate, review the meeting agendas to ensure all required business is brought before the Committee to enable the Committee to carry out its responsibilities;
(v) With the assistance of the CEO and the CFO, ensure that agenda items for all Committee meetings are ready for presentation and that adequate information is distributed to Committee members in advance of such meetings in order that Committee members may properly inform themselves on matters to be acted upon;
(vi) Ensure that minutes are kept of all meetings and sign minutes approved by the Committee;
(vii) Report to the Board at its next meeting following any decision or recommendation arising from any meeting of the Committee or the signing of a written resolution evidencing a decision or recommendation of the Committee, including reporting on the considerations that led to such decision or recommendation;
(viii) Provide leadership to enable the Committee to act as an effective team in carrying out its responsibilities; and
(ix) Act as liaison between the Board and the Committee and between management and the Committee and also act as liaison with outside advisors to the Committee.

(c)

CHARTERS

Each Committee is empowered to adopt a Charter which sets out its responsibilities and duties, qualifications for membership procedures for Committee member appointment and removal and reporting to the Board. On an annual basis, each Committee’s Charter will be reviewed by both the Committee itself and the Compensation, Corporate Governance and Nominating Committee, and then reviewed and approved by the Board.

BOARD AND COMMITTEE MEETINGS

(a) SCHEDULING

Board meetings are scheduled in advance at appropriate intervals throughout the year, which will be not less than quarterly. In addition to regularly scheduled Board meetings, additional Board meetings may be called upon proper notice at any time to address specific needs of the Corporation.

Each Committee shall meet as often as it determines is necessary to fulfill its responsibilities, which will be not less than quarterly.

(b)

AGENDA

The Chair establishes the agenda for each Board meeting in consultation with the other directors and the CEO. Any director may propose the inclusion of items on the agenda, request the presence of or a report by any member of senior management, or at any Board meeting raise subjects that are not on the agenda for that meeting.

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Committee Chairs establish the agenda for each Committee meeting. Any Committee member may propose the inclusion of items on the agenda, request the presence of or a report by any member of management, or at any Committee meeting raise subjects that are not on the agenda for the meeting.

An officer of the Corporation will distribute an agenda and meeting materials in advance of each Board or Committee meeting to allow Board or Committee members, as the case may be, sufficient time to review and consider the matters to be discussed.

(c)

MEETINGS OF INDEPENDENT DIRECTORS

To promote open discussion among the Independent Directors, those directors shall meet separately at least quarterly, at regularly scheduled Board meetings without non-independent directors and management present and will meet at such other time as any Independent Director may request. The Independent Directors shall elect a chair for each of these meetings, who shall inform senior management of the substance of these meetings to the extent that action is required by them.

(d)

DISTRIBUTION OF INFORMATION

Information that is important to the Board’s understanding of the business and its agenda is distributed to directors sufficiently in advance of Board meetings to permit the directors adequate time to consider the material and ask questions of management as appropriate. Sensitive subject matters may be discussed at a meeting without written materials being distributed in advance or at the meeting.

(e)

PREPARATION, ATTENDANCE AND PARTICIPATION

Each director is expected to be diligent in attending meetings of the Board and any Committee of which he or she is a member. In addition, each director is expected to attend each annual meeting of shareholders. A director who is unable to attend a Board or Committee meeting in person may participate by telephone or teleconference.

(f)

ATTENDANCE OF NON-DIRECTORS AT BOARD MEETINGS

The CFO and the Secretary of the Corporation are expected to attend Board meetings. The CEO, at his or her discretion, may invite other employees, advisors or consultants to attend the Board meetings for the purpose of making presentations or otherwise providing advice to the Board. The Chair, at his or her discretion, may also invite employees of the Corporation, consultants, advisors or others, as appropriate to attend Board meetings.

(g)

PROCEDURES

Procedures for Board meetings are determined by the Chair unless otherwise determined by a resolution of the Board.

Procedures for Committee meetings are determined by the Chair of the Committee unless otherwise determined by a resolution of the Committee or the Board.

COMPENSATION OF DIRECTORS

The Compensation, Corporate Governance and Nominating Committee has the responsibility for recommending to the Board compensation and benefits for service on the Board and on Board Committees by directors. In discharging this duty, the Compensation, Corporate Governance and Nominating Committee will be guided by three goals: compensation should fairly pay directors for work required in an issuer of the Corporation’s size and scope; it should not exceed what is customary given the size and

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scope of the Corporation’s business and operations; compensation should align directors’ interests with the long-term interests of shareholders, and the structure of the compensation should be simple, transparent and easy for shareholders to understand. Not less often than annually, the Compensation, Corporate Governance and Nominating Committee shall review director compensation and benefits and recommend any changes to the Board.

BOARD ACCESS TO MANAGEMENT, OUTSIDE COUNSEL AND ADVISORS

The Board has complete access to members of management and the Corporation’s outside counsel and auditors. It is the obligation of each director to use judgment to ensure that such contact is not distracting to the business operations of the Corporation and that, except as may be inappropriate, the CEO is advised of all such retainers. The Board and its Committees may invite any member of management, employee, outside advisor or other person to attend any of their meetings.

The Board and any of its Committees may retain an outside advisor at the expense of the Corporation at any time and have the authority to determine the advisor’s fees and other retention terms. Individual directors may retain an outside advisor at the expense of the Corporation with the approval of the Compensation, Corporate Governance and Nominating Committee.

PERFORMANCE ASSESSMENT OF THE BOARD AND ITS COMMITTEES

The Compensation, Corporate Governance and Nominating Committee annually reviews the effectiveness of the Board and its Committees in fulfilling their responsibilities and duties.

In addition, the Compensation, Corporate Governance and Nominating Committee evaluates individual directors to assess their suitability for nomination for re-election or reappointment.

CODE OF BUSINESS CONDUCT AND ETHICS

The Corporation is bound by and operates pursuant to a Code of Business Conduct and Ethics. The purpose of this document is to ensure that the Corporation maintains a high level of trust and integrity in accordance with the highest ethical standards.

MANAGEMENT

Management is responsible, on a shared basis with the Board, for developing strategy, and directly responsible for implementing strategy. Management is also responsible for safeguarding the Corporation’s assets and for creating wealth for shareholders. When management performance is inadequate, the Board has the responsibility to bring about appropriate change, and when management performance is effective, the Board will reward management accordingly.

The Corporation’s governance guidelines are designed to create autonomy and effective decision-making of management, and to ensure appropriate oversight by the Board and the Board’s Committees. Senior management, through the CEO, reports to and is accountable to the Board.

The Board, in consultation with the Compensation, Corporate Governance and Nominating Committee, maintains a succession plan for the CEO and establishes objectives against which performance is benchmarked.

Compensation is assessed against objectives which are established. Similar reviews and assessments are undertaken for other members of senior management in consultation with the CEO.

Adopted by the Board on March, 2013.

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AI assistant

Pivot Technology Solutions, Inc. — Proxy Solicitation & Information Statement 2020

46765_rns_2020-05-19_20725494-4734-4174-a176-de403a5eb225.pdf

PIVOT TECHNOLOGY SOLUTIONS, INC.

INFORMATION CIRCULAR

INFORMATION CIRCULAR

TABLE OF CONTENTS

PIVOT TECHNOLOGY SOLUTIONS, INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

By Order of the Board

PIVOT TECHNOLOGY SOLUTIONS, INC.

INFORMATION CIRCULAR

INTRODUCTION

INFORMATION CONTAINED IN THIS CIRCULAR

GENERAL PROXY MATTERS

REGISTERED SHAREHOLDERS AND BENEFICIAL SHAREHOLDERS

NON-OBJECTING BENEFICIAL OWNERS

NOTICE-AND-ACCESS

HOW TO ATTEND THE MEETING

VOTING BY PROXY

MAIL

FAX

INTERNET

APPOINTING A PROXYHOLDER

REVOCATION OF VOTING INSTRUCTIONS OR PROXIES

VOTING OF PROXIES

RECORD DATE AND QUORUM

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

BUSINESS OF THE MEETING

1. FINANCIAL STATEMENTS

2. ELECTION OF DIRECTORS

Overview

Majority Voting Policy

Nominees

Notes:

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Interest of Informed Persons in Material Transactions

3. APPOINTMENT AND REMUNERATION OF AUDITORS

Unless such authority is withheld, the person(s) named in the enclosed instrument of proxy intends to vote FOR the reappointment of Ernst & Young LLP, Chartered Accountants and to fix the remuneration of the auditors.

4. RATIFICATION OF AMENDMENT TO BY-LAWS TO PROVIDE FOR SHAREHOLDER MEETINGS BY ELECTRONIC MEANS

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of Compensation Program

Compensation, Corporate Governance and Nominating Committee

Determination of Compensation

Elements of Compensation

Consideration of Risks

Performance Goals

Performance Graph

Summary Compensation Table

Notes:

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During Fiscal Year

Termination and Change of Control Benefits

Indebtedness of Directors and Executive Officers

COMPENSATION OF DIRECTORS

Notes:

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Incentive Plan Awards – Value Vested or Earned During Fiscal Year

Notes:

Directors’ and Officers’ Insurance

CORPORATE GOVERNANCE POLICIES

Board of Directors

Other Reporting Issuer Experience

Note:

Board Mandate

Position Descriptions

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Audit Committee

Compensation

Other Board Committees

Assessments

Director Term Limits and Other Mechanisms for Board Renewal

Representation of Women on the Board

Representation of Women in Executive Officer Positions

Pivot Technology Solutions, Inc. Proxy Solicitation & Information Statement 2020