Over 20% of Independent Shareholders Are Aligning Behind Change at Pivotree

TORONTO, June 17, 2026 /CNW/ - Shen Capital Partners Inc. ("SCP"), one of the largest independent shareholders of Pivotree Inc. (TSXV: PVT) ("Pivotree" or the "Company") with approximately 9.1% of the outstanding common shares, today said that support among Pivotree's independent shareholders for its two shareholder proposals is growing ahead of the Company's Annual General and Special Meeting on June 25, 2026 (the "Meeting"), and urges fellow shareholders to vote FOR both proposals: the election of Francis Shen to the Board, and a non-binding advisory resolution calling for a formal strategic review.

The full letter to shareholders and supporting presentation are available at www.pivotreeinvestor.com.

Other shareholders are aligned for change

In its circular, the Board characterizes Shen Capital as "acting for itself and not all shareholders" and frames the strategic-review proposal as serving "only one purpose, namely, to create liquidity for Shen Capital." SCP disagrees and, based on its engagement to date, so do other independent shareholders. SCP believes over 20% of independent shareholders (including SCP) support the proposals and intend to vote in their favour.

Credible buyers are interested now

Since announcing its proposals, SCP has received numerous inbound expressions of interest in the Company. In SCP's view, there is a wide range of credible buyers of this business today, and the Board and management have a fiduciary responsibility to consider the Company's strategic options now, not after further value erodes. A formal, advisor-led strategic review is the appropriate way to evaluate that interest objectively, on behalf of all shareholders. Because SCP is not acting on behalf of the Company, it is unable to facilitate any such discussions directly, underscoring the importance of a Board-led strategic review process.

Can today's leadership deliver the AI transformation?

Pivotree has told shareholders it intends to lead an AI-driven transformation of its business. The question is not the ambition — it is whether a company of Pivotree's scale can fund and deliver that transformation organically. The majority of the slate standing for election has led Pivotree for over a decade, and over that period the business has grown primarily by acquisition rather than by building product. Between 2018 and 2021 alone, Pivotree acquired four companies that contributed at least $60M in annualized revenue, a figure that approaches the company's entire $61.5M of revenue over the last twelve months. Pivotree's growth segment, Managed & IP Solutions ("MIPS"), grew just 5% in revenue LTM Q1 2026, while MIPS TCV bookings (the leading indicator of future revenue) declined 24.5% year-over-year. Demand appears to be decelerating, not accelerating into the AI opportunity.

A proven builder for the Board

Francis Shen, President of SCP, has a long record of value creation and entrepreneurship. He is the former founder, chairman and Co-CEO of Aastra Technologies Ltd., a TSX-listed company he built from a small Canadian technology business into a global enterprise communications company with revenue reaching over $800 million and over a decade of profitable growth — first through organic growth, and then through a disciplined acquisition program spanning North America and Europe — before its sale to Mitel Networks in 2014. He is also one of the largest shareholders of Vitalhub (TSX:VHI) and served as Chairman and Director.  Vitalhub has created significant shareholder value over the last several years. SCP believes Mr. Shen would bring shareholder-aligned public-company, capital-allocation, operational and M&A experience to the Board at a pivotal moment for the Company.

SCP believes shareholders deserve a Board that will objectively evaluate all credible opportunities to maximize value. Conducting a strategic review and operating the business are not mutually exclusive – they are complementary responsibilities of a board acting in the best interest of all shareholders.

This year's election is a "popularity contest" — pick your best five

Because more nominees are standing than there are seats on the Board, the director election will be decided by plurality — in effect, a "popularity contest" in which the five nominees receiving the most FOR votes are elected. SCP urges shareholders to exercise their own judgment as to who the best five directors for the Company will be, and to vote FOR only those nominees. SCP recommends that shareholders:

• vote FOR Shareholder Proposal One (the election of Francis Shen as a director);
• vote FOR Shareholder Proposal Two (the strategic-review advisory resolution); and
• for the remaining seats, vote FOR only the nominees they believe will best serve all shareholders and WITHHOLD from the rest.

SCP will vote FOR Francis Shen as a director and WITHHOLD from all five management nominees.

Voting results

Following SCP's written request, Pivotree has confirmed that each matter at the Meeting will be voted by ballot and that the scrutineer will prepare a report setting out the number of shares voted For, Against or Withheld on each resolution, including all proxy votes.

Advisors

Shen Capital Partners Inc. has retained Goodmans LLP as its legal advisor.

Important Disclosures

Information in Support of Public Broadcast Solicitation

Shen Capital is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Shen Capital, and not by or on behalf of the management of Pivotree. The participants in the solicitation are anticipated to be Shen Capital Partners Inc., Shen Capital Fund I L.P., Francis Shen (the "Nominee"), Andrew Shen, Parallel 25 Inc. and Martin Shen (collectively, the "Shen Capital Group"). The address of Pivotree is 6300 Northam Dr., Mississauga, Ontario L4V 1H7.

The Shen Capital Group has filed this news release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed a separate document containing the information required by Form 51-102F5 – Information Circular in respect of the proposals (including the Nominee), as required by section 9.2(6) of NI 51-102 and applicable corporate laws, on Pivotree's company profile on SEDAR+ at www.sedarplus.ca.

In connection with the Meeting, the Shen Capital Group may file a dissident information circular in due course in compliance with applicable Canadian and securities laws and may also solicit proxies personally by telephone, e-mail or other electronic means, as well as by newspaper or other media advertising or in person, by the Shen Capital Group, certain of its members, partners, directors, officers and employees, the Nominee or the Shen Capital Group's agents, including a third party proxy solicitation agent and tabulation agent. The Shen Capital Group may also continue to solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and any other manner permitted under applicable Canadian laws. The costs incurred in the solicitation will be borne by the Shen Capital Group.

As noted in Pivotree's management information circular dated May 7, 2026, a registered holder of common shares that gives a proxy may revoke it by a document signed by the shareholder or by a duly authorized attorney or, if the shareholder is a corporation, by a duly authorized officer or proxyholder, deposited with TSX Trust Company no later than 1:00 p.m. (Toronto time) on June 23, 2026, or with the chair of the Meeting on the day of the Meeting (or any adjournment or postponement), or in any other manner permitted by law. A non-registered holder should follow the instructions provided by its intermediary, allowing sufficient time as revocations by non-registered holders can take several days to process.

To the knowledge of the Shen Capital Group, none of the Shen Capital Group, nor any of its partners, managing members, directors or officers, nor any of its associates or affiliates, nor the Nominee or their respective associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Pivotree's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Pivotree or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting, other than the election of directors and the appointment of the auditors.

No Voting Commitments. SCP is not seeking appointment as proxyholder, will not accept proxies, and is not asking any shareholder to enter into any voting agreement, voting commitment, joint actor arrangement or other understanding with SCP.

Not an Offer; Not Advice. These materials do not constitute an offer to sell or a solicitation of an offer to buy any securities, and do not constitute investment, legal, tax or financial advice. SCP is not affiliated with, endorsed by, or authorized by Pivotree Inc. Shareholders are encouraged to read Pivotree's management information circular for the Meeting dated May 7, 2026.

Non-IFRS Measures. Total Contract Value ("TCV") Booking is a non-IFRS technology-industry metric that does not have a standardized meaning under IFRS and may not be comparable to measures used by other companies; it is defined in Pivotree's Q1 2026 MD&A. As disclosed in that MD&A, total TCV bookings for the three months ended March 31, 2026, were 46.7% lower than the comparable prior-year period. Other figures referenced reflect information disclosed by the Company in its public filings and are subject to change as additional information becomes available.

Forward-Looking Information. Certain statements herein are forward-looking statements within the meaning of applicable securities laws, including statements regarding the proposed strategic review, shareholder support, and the outcome of the Meeting. They reflect SCP's current beliefs and assumptions, involve known and unknown risks and uncertainties that could cause actual results to differ materially, and are made as of the date of this release; except as required by law, SCP undertakes no obligation to update them.

SOURCE Shen Capital Partners Inc.

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