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Pivot Technology Solutions, Inc. — Proxy Solicitation & Information Statement 2020
Sep 29, 2020
46765_rns_2020-09-28_6fa37f52-751a-4ee4-88a8-60452a19dfd5.pdf
Proxy Solicitation & Information Statement
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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com
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Form of Proxy - Special Meeting to be held on October 23, 2020
This Form of Proxy is solicited by and on behalf of Management.
Notes to proxy
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Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
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If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
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The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
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The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
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This proxy should be read in conjunction with the accompanying documentation provided by Management.
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Proxies submitted must be received by 5:00 pm (Toronto time) on October 21, 2020.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
To Virtually Attend the Meet ~~i~~ ng
To Vote Using the Telephone
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To Vote Using the Telephone To Vote Using the Internet To Receive Documents Electronically the Meet ~~i~~ ng
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• Call the number listed BELOW from a touch • Go to the following web • You can enroll to receive future • You can attend the meeting virtually by tone telephone. site: www.investorvote.com securityholder communications electronically visiting https://web.lumiagm.com/227934840
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1-866-732-VOTE (8683) Toll Free • Smartphone? Scan the QR code by visiting www.investorcentre.com and clicking at the bottom of the page. enter your 15-digit control number along with password “pivot2020” (case specific). to vote now.
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Call the number listed BELOW from a touch tone telephone.
If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
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Appointment of Proxyholder
I/We, being holder(s) of Pivot Technology Solutions, Inc. hereby appoint: Kevin Shank, President and CEO, or failing him, Matthew Girardot, Chief Legal Officer and Corporate Secretary
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Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
Note: If completing the appointment box above YOU MUST go to http://www.computershare. com/Pivot and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.
as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as recommended by Management) and all other matters that may properly come before the Special Meeting of shareholders of Pivot Technology Solutions, Inc. (“ Pivot ”) to be held online at https://web.lumiagm.com/227934840 on October 23, 2020 at 10:00 am, Toronto time, and at any adjournment or postponement thereof.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
For Against
1. Arrangement Resolution
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To consider and, if thought advisable, to pass, with or without variation, a special resolution the full text of which is set forth in Appendix “A” to the accompanying management information circular of Pivot dated September 23, 2020 (the “ Information Circular ”), approving, among other things, a plan of arrangement under section 182 of the Business Corporations Act (Ontario) involving Pivot, Computacenter plc and 1264283 B.C. Ltd. (“ Purchaser ”), pursuant to which the Purchaser will, among other things, acquire all of the issued and outstanding common shares of Pivot (“ Pivot Shares ”) for cash consideration of $2.60 per Pivot Share, all as more particularly described in the Information Circular.
Authorized Signature(s) – This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.
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