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

Sep 29, 2020

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF PIVOT TECHNOLOGY SOLUTIONS, INC.

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated September 21, 2020 as same may be amended (the “ Interim Order ”), a special meeting (the “ Meeting ”) of holders (“ Pivot Shareholders ”) of common shares (“ Pivot Shares ”) of Pivot Technology Solutions, Inc. (“ Pivot ”) will be held on October 23, 2020 at 10:00 a.m. (Toronto time) at https://web.lumiagm.com/227934840 for the following purposes:

1. to consider, and, if thought advisable, to pass, with or without variation, a special resolution (the “ Arrangement 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 (the “ Arrangement ”) under section 182 of the Business Corporations Act (Ontario) (the “ OBCA ”) 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 Pivot Shares for cash consideration of $2.60 per Pivot Share, all as more particularly described in the Information Circular; and

2. to transact such further and other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

The Meeting will be held as a virtual meeting. Registered Pivot Shareholders (“ Registered Pivot Shareholders ”) and duly appointed proxyholders will be able to attend, listen, participate and vote at the Meeting online at https://web.lumiagm.com/227934840. Click on “I have a login” and enter your 15-digit Control Number or Username along with the password “pivot2020” (case specific). Pivot Shareholders and duly appointed proxyholders 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. Beneficial Pivot Shareholders who have not appointed themselves as proxyholder may attend the Meeting by clicking “I am a guest” and completing the online form.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular which accompanies this Notice of Special Meeting. A copy of the Information Circular, a form of proxy, a form of letter of transmittal and a return envelope accompany this Notice of Special Meeting. A copy of the arrangement agreement dated September 8, 2020 entered into between Pivot, Computacenter plc and Purchaser is available on SEDAR (www.sedar.com) under Pivot’s issuer profile.

The board of directors of Pivot UNANIMOUSLY recommends that Pivot Shareholders vote IN FAVOUR of the Arrangement Resolution. It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved at the Meeting.

The record date for determining Pivot Shareholders entitled to receive notice of and to vote at the Meeting is the close of business on September 22, 2020 (the “ Record Date ”). Only Pivot Shareholders whose names

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have been entered in the register of Pivot Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

To become effective, the Arrangement must be approved at the Meeting by (i) at least two-thirds (66[2/3] %) of the votes cast by Pivot Shareholders on the Arrangement Resolution, present in person or by proxy and entitled to vote at the Meeting and (ii) a simple majority of the votes cast at the Meeting in person or by proxy by Pivot Shareholders entitled to vote at the Meeting, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

Your vote is important regardless of the number of Pivot Shares you own . Pivot Shareholders are invited to virtually attend the Meeting. Only Registered Pivot Shareholders or the persons they appoint as their proxyholders are permitted to vote at the Meeting. Registered Pivot Shareholders who are unable to virtually attend the Meeting or any postponement or adjournment thereof in person are requested to complete, date, sign and return the enclosed form of proxy to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, so as to not arrive later than 5:00 p.m. (Toronto time) on October 21, 2020, or 5:00 p.m. (Toronto time) on the last Business Day preceding any postponement or adjournment of the Meeting, Saturdays, Sundays and holidays excepted. Alternatively, Registered Pivot Shareholders who are unable to virtually attend the Meeting or any postponement or adjournment thereof in person may vote by telephone, or over the Internet, in each case in accordance with the enclosed instructions.

Non-registered Pivot Shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their broker or intermediary.

Pursuant to the OBCA, as modified by the Plan of Arrangement (as defined in the Information Circular), the Interim Order and the Final Order (as defined in the Information Circular), Registered Pivot Shareholders have been granted the right to dissent in respect of the Arrangement Resolution. If the Arrangement becomes effective, a Registered Pivot Shareholder who dissents in respect of the Arrangement Resolution (each, a “ Dissenting Holder ”) is entitled to be paid the fair value of such Dissenting Holder’s Pivot Shares, provided that such Dissenting Holder has delivered to Pivot (at 55 Renfrew Drive, Suite 200, Markham, ON Canada L3R 8H3 ) a written objection to the Arrangement Resolution not later than 5:00 p.m. (Toronto time) on October 21, 2020, being two business days immediately preceding the date of the Meeting (or, if the Meeting is postponed or adjourned, two business days immediately preceding the date of the postponed or adjourned meeting) and has otherwise complied strictly with the dissent procedures described in the Information Circular, including the relevant provisions of the OBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order. This right is described in detail in the Information Circular under the heading “Dissent Rights”. The full text of Section 185 of the OBCA, which will be relevant in any dissent proceeding, is set forth in Appendix “B” to the Information Circular.

Beneficial owners of Pivot Shares registered in the name of a broker, investment dealer or other intermediary who wish to dissent should be aware that only registered owners of Pivot Shares are entitled to dissent. Beneficial Pivot Shareholders who wish to exercise Dissent Rights (as defined in the Information Circular) must cause each Registered Pivot Shareholder holding their Pivot Shares to deliver the notice of dissent.

Failure to comply strictly with the dissent procedures described in the Information Circular may result in the loss of any right of dissent .

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If you have any questions or require assistance, please contact Pivot’s proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, North American toll free at 1-877-4527184, or outside North America at 416-304-0211 or by email at assistance@laurelhill.com or your professional advisor.

DATED this 23[nd] day of September, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF PIVOT TECHNOLOGY SOLUTIONS, INC.

(signed) “Matthew R. Girardot”

Matthew R. Girardot

Chief Legal Officer and Corporate Secretary

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