AI assistant
Pivotree Inc. — Proxy Solicitation & Information Statement 2026
May 25, 2026
47959_rns_2026-05-25_9b368e71-b3eb-458a-902c-dc2b667c5d0c.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Pivotree Inc. (the “ Corporation ”)
Annual General and Special Meeting June 25, 2026 at 1:00 p.m. (Toronto time) 6300 Northam Drive, Mississauga, ON L4V 1H7 (the “ Meeting ”)
Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so: After you vote online at www.voteproxyonline.com using your control number.
Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
Notice-and-Access
The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management’s discussion and analysis, on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.
Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.
Pivotree Inc. has elected to utilize notice-and-access provide you with the following information:
Meeting materials are available electronically at www.sedarplus.ca and also at https://docs.tsxtrust.com/2247.
Proxy Voting – Guidelines and Conditions
1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.
2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
-
This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
-
The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Corporation.
-
To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
-
To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
-
If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.
-
Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
If you wish to receive a paper copy of the Meeting materials or have questions about notice-and-access, please call 1-866-600-5869. In order to receive a paper copy in time to vote before the Meeting, your request should be received by June 16, 2026.
| VOTING METHOD | |
|---|---|
| INTERNET | Go to www.voteproxyonline.comand enter the 12 digit control number |
| FACSIMILE | 416-595-9593 |
| MAIL or HAND DELIVERY | TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario,M5H 4H1 |
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
- To register, please visit: https://www.tsxtrust.com/t/investor hub/forms/investor-insite-registration and complete the registration form
For assistance, please contact TSX TRUST INVESTOR SERVICES. Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1 Tel: 1-866-600-5869
Email: [email protected]
FORM OF PROXY (“PROXY”)
Pivotree Inc.
( the “Corporation”)
Annual General and Special Meeting June 25, 2026 at 1:00 p.m. (Toronto time)
CONTROL NUMBER:
6300 Northam Drive, Mississauga, ON L4V 1H7
SECURITY CLASS: COMMON SHARES
APPOINTEES
The undersigned hereby appoints Vernon Lobo, Chairman of the Board of the Corporation, whom failing William Di Nardo, Chief Executive Officer of the Corporation (the “Management Nominees”), or instead of any of them, the following Appointee
Please print appointee name
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
1. Number of Directors
To reduce the size of the Board of Directors from eight (8) to five (5) and to set the number of Directors at five (5).
2. Election of Directors – Management Nominees
| a) | Brian Beattie |
|---|---|
| b) | Scott Bryan |
| c) | William Di Nardo |
| d) | Vernon Lobo |
| e) | William Morris |
3. Shareholder Proposal One
| To elect Francis Shen as a director of the Corporation. |
|---|
4. Appointment of Auditor
The appointment of BDO Canada LLP as Auditor of the Corporation for the ensuring year and authorizing the Directors to fix their remuneration.
5. Equity Incentive Plan
To consider and, if deemed appropriate, approve, with or without amendment, an ordinary resolution approving the omnibus equity incentive plan of the Corporation, as more fully described in the information circular in respect of the Meeting.
6. Shareholder Proposal Two
To approve, with or without amendment, on a non-binding advisory basis an ordinary resolution that the shareholders of the Corporation recommend that the Board of Directors: (a) retain a reputable and independent investment bank with relevant sector experience to act as financial advisor to the Corporation, and publicly disclose such engagement on or before September 30, 2026; (b) conduct a formal strategic review, including a comprehensive process to solicit, evaluate, and negotiate proposals for a sale of the Corporation; and (c) publicly report the results of the strategic review to shareholders on or before December 31, 2026.
| FOR AGAINST FOR WITHHOLD |
|---|
| FOR FOR FOR |
WITHHOLD WITHHOLD AGAINST |
|---|---|
| FOR | AGAINST |
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s) Date (MM/DD/YYYY)
Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management Discussion and Analysis.
Annual Financial Statements – Mark this box if you would like to receive Annual Financial Statements and Management Discussion and Analysis.
If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593