Ms. Misann Ellmaker reports

OPTIVA ANNOUNCES MAILING OF MEETING MATERIALS AND RECEIPT OF INTERIM ORDER IN RESPECT OF GOING PRIVATE TRANSACTION

Optiva Inc. has mailed its notices of meetings, management information circular, forms of proxy and letters of transmittal to: (i) the shareholders of Optiva in connection with the special meeting of shareholders, scheduled to commence at 10 a.m. Toronto time on Nov. 27, 2025; and (ii) the holders of the principal amount of 9.75 per cent senior secured payment-in-kind (PIK) toggle notes in connection with the special meeting of noteholders scheduled to commence at 10:30 a.m. Toronto time on Nov. 27, 2025. The meetings will be held at the office of Bennett Jones LLP, located at One First Canadian Place, 100 King St. W, Suite 3400, Toronto, Ont., M5X 1A4.

The meeting materials were mailed to shareholders and noteholders of record as of Oct. 27, 2025, in connection with the meetings. At the meetings, shareholders and noteholders will be asked to consider and, if deemed advisable, pass special resolutions approving the proposed plan of arrangement involving Qvantel Oy, pursuant to which, among other things:

• The purchaser will acquire all of the issued and outstanding shares of Optiva for a cash purchase price of 25 cents per common share.
• The PIK notes will be cancelled and the noteholders will ultimately (following all intermediate steps in the arrangement) be entitled to receive: (i) voting shares of the purchaser representing in aggregate approximately 22.4 per cent of the purchaser shares on a non-diluted basis; (ii) secured notes issued by the purchaser in the aggregate principal amount of $25-million (U.S.), subject to adjustment in certain circumstances in accordance with the terms of the arrangement; (iii) warrants to purchase such number of additional purchaser shares as is equal to 3 per cent of the outstanding purchaser shares on a non-diluted basis; (iv) a cash payment at closing (if any), to the extent Optiva has a cash surplus at closing above a specified cash target; and (v) a deferred cash payment (if any) payable postclosing up to a maximum aggregate amount of $700,000 (U.S.), to the extent there are surplus accounts receivables above a specified target and such accounts are collected within a specified period postclosing, which in each case shall be allocated on a pro rata basis among the noteholders based on the aggregate principal amount of PIK notes held by such noteholder prior to the effective time of the arrangement.

The meeting materials are also available on SEDAR+ under Optiva's issuer profile.

In order to be effective, the arrangement resolution requires the approval of: (a) at least two-thirds (66-2/3rds per cent) of the votes cast by shareholders, present in person (virtually) or represented by proxy at the shareholders meeting; (b) at least a simple majority of the votes cast by minority shareholders, present in person or represented by proxy at the shareholders meeting, in accordance with the minority approval requirements of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions; and (c) votes cast by at least two-thirds (66-2/3rds per cent) of the aggregate principal amount of PIK notes present in person or represented by proxy at the noteholders meeting. Following the meetings, Optiva will announce the voting results of the meetings.

For more details on the arrangement, the meetings, the shareholder consideration and the noteholder consideration, please see the circular, which is available on SEDAR+ under Optiva's issuer profile.

Receipt of interim order

Optiva is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) granted an interim order dated Oct. 22, 2025, providing for the calling and holding of the meetings and other procedural matters relating to the arrangement.

Completion of the arrangement remains subject to, among other things, approval of the arrangement resolutions at the meetings, approval of the arrangement and ancillary matters by shareholders of the purchaser, and receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the arrangement.

Your vote is important; please vote today.

The board of directors of Optiva, on the basis of a unanimous recommendation of the special committee of independent directors of Optiva, and after receiving advice from its financial and legal advisers, approved the arrangement and recommended that shareholders and noteholders vote for the arrangement resolutions.

Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10 a.m. Toronto time on Nov. 25, 2025, and noteholders are encouraged to vote well in advance of the proxy cut-off time of 10:30 a.m. Toronto time on Nov. 25, 2025.

If you have any questions or need assistance in your consideration of the arrangement, with the completion and delivery of your form of proxy or voting instruction form, or with the delivery of your common shares and/or PIK notes and letter(s) of transmittal to Computershare Investor Services Inc., as transfer agent and depositary in respect of the arrangement, please contact Optiva's investor relations team by e-mail at investors-relations@optiva.com.

Special instructions regarding noteholder letter of transmittal

Beneficial noteholders must withdraw their position from CDS Clearing and Depository Services Inc. or any other custodian, and become a registered noteholder before 5 p.m. Toronto time on Nov. 27, 2025. Failure to withdraw your position from CDS or any other custodian prior to the withdrawal deadline may result in inability to, or delay in, receiving the noteholder consideration. After the withdrawal deadline, assuming the arrangement resolutions are passed, all CDS positions shall be terminated, and no PIK notes may be transferred following the withdrawal deadline. To the extent noteholders wish to transfer their PIK notes, they must do so prior to the withdrawal deadline.

About Optiva Inc.

Optiva is a leading provider of mission-critical, cloud-native, agentic AI-powered revenue management software for the telecommunications industry. Its products are delivered globally on the private and public cloud. Optiva's solutions help service providers maximize digital, 5G, IoT (Internet of things) and emerging market opportunities to achieve business success. Established in 1999, Optiva is listed on the Toronto Stock Exchange.

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