Mr. Martin Shen of Shen Capital reports

OVER 20% OF INDEPENDENT SHAREHOLDERS ARE ALIGNING BEHIND CHANGE AT PIVOTREE

Shen Capital Partners Inc., one of the largest independent shareholders of Pivotree Inc., with approximately 9.1 per cent of the outstanding common shares, has said 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, 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 the Pivotree investor website.

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 per cent 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, adviser-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 artificial intelligence 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 finance 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 $60-million in annualized revenue, a figure that approaches the company's entire $61.5-million of revenue over the past 12 months. Pivotree's growth segment, Managed & IP Solutions, grew just 5 per cent in revenue last 12 months to first quarter 2026, while MIPS TCV bookings (the leading indicator of future revenue) declined 24.5 per cent 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-chief executive officer of Aastra Technologies Ltd., a Toronto Stock Exchange-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, and served as chairman and director. Vitalhub has created significant shareholder value over the past several years. SCP believes Francis Shen would bring shareholder-aligned public company, capital allocation, operational, and merger-and-acquisition 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 who 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.

Advisers

Shen Capital has retained Goodmans LLP as its legal adviser.

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) 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, Shen Capital Fund I LP, Francis Shen, Andrew Shen, Parallel 25 Inc. and Martin Shen.

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+.

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 who 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 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 have 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 auditor.

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. Shareholders are encouraged to read Pivotree's management information circular for the meeting dated May 7, 2026.

We seek Safe Harbor.