Ms. Misann Ellmaker reports

OPTIVA ANNOUNCES SHAREHOLDER AND NOTEHOLDER APPROVAL OF GOING PRIVATE TRANSACTION

The shareholders of Optiva Inc. and the holders of principal amount of 9.75 per cent senior secured payment-in-kind toggle notes have approved the proposed plan of arrangement involving Qvantel Oy (the purchaser) at the special meeting of shareholders and special meeting of noteholders held earlier today.

Pursuant to the arrangement: (i) the purchaser will acquire all of the issued and outstanding common shares of Optiva for a price of 25 cents per share; and (ii) 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.

To be effective, the special resolution approving the arrangement required: (i) the affirmative vote of at least two-thirds of the votes cast by shareholders present or represented by proxy at the shareholder meeting; (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the shareholder meeting, other than the votes cast by EdgePoint Investment Group Inc. and Robert Stabile, which were excluded pursuant to Multilateral Instrument 61-101 (Protection of Minority Shareholders in Special Transactions); and (iii) votes cast by at least two-thirds of the aggregate principal amount of PIK notes present in person or represented by proxy at the noteholder meeting.

At the meetings, the arrangement resolution was approved by: (i) 96.10 per cent of the votes cast by shareholders; (ii) 93.34 per cent of the votes cast by minority shareholders; and (iii) 100 per cent of the votes cast by noteholders, in each case, present or represented by proxy at the meetings. Accordingly, all requisite shareholder and noteholder approvals required to proceed with the arrangement have been obtained. Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ under Optiva's issuer profile.

The arrangement is expected to become effective before the end of the year, subject to, among other things, Optiva obtaining a final order from the Ontario Superior Court of Justice (commercial list) approving the arrangement and the satisfaction or waiver of certain other customary closing conditions. The final order hearing is scheduled to take place on Dec. 2, 2025.

It is expected that, within two to three business days following the completion of the arrangement, the shares will be delisted from the Toronto Stock Exchange. Additional details about the arrangement and the arrangement resolution can be found in the management information circular of Optiva dated Oct. 27, 2025, a copy of which is available on SEDAR+ under Optiva's issuer profile.

About Optiva Inc.

Optiva is a leading provider of mission-critical, cloud-native, agentic artificial-intelligence-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, 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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