Formal Strategic Review of Pivotree (TSXV: PVT)

Executive Summary

The Board should consider initiating a strategic review now

AI is an existential threat to IT Services — and management has acknowledged the shift.

IT Services' pricing and delivery models are transforming rapidly. Pivotree's own CEO has stated time-and-materials is under "the greatest duress"; AI has compressed implementation work "from up to 11 days to about a day"; and the Company "may see continued topline revenue decline" as it transitions.

Pivotree should test market value today — while we believe a credible buyer universe remains active.

Public IT services peers are down up to 78% over the last twelve months. M&A multiples have compressed from 13.6x in 2023 to 8.8x in Q4 2025. In our view, the floor has not been established. Larger players are acquiring scale today — but investors did not sign up to underwrite a multi-year AI transformation on a sub-scale TSXV issuer.

We are asking shareholders to support two proposals at the 2026 AGM.

(1) The election of Francis Shen to the Board for shareholder-aligned public-company, capital-allocation and M&A experience.

(2) A non-binding advisory resolution recommending the Board engage an independent investment bank by September 30, 2026 and report the results of a strategic review by December 31, 2026; and

Management's Own Words

Pivotree's CEO has been refreshingly direct about the shift

Time and materials seems to be one of the business models that's going to be under the greatest duress.

— Bill Di Nardo, Q4 2025 Earnings Call, March 26, 2026

An integration could have taken up to about 11 days… Now using our AI factory, that same integration is taking us about a day.

— Bill Di Nardo, Q4 2025 Earnings Call, March 26, 2026

We may actually see continued topline revenue decline as we convert to Managed Services and AI enabled PS.

— Bill Di Nardo, Q4 2025 CEO Letter to Shareholders, March 25, 2026

Sector De-Rating

The IT services industry is being re-priced in real time

The CEO of HCLTech has used the term "AI deflation" to describe a 2–3% annual revenue compression across legacy IT services.
Accenture, the bellwether of the category, recorded approximately $865 million in business optimization charges in a six-month window and guided FY 2026 revenue below consensus.

IT services peers — indexed 12-month price performance, down 18% to 78%

Source: S&P Capital IQ. Indexed to May 8, 2025 base = 0%. Daily close through May 7, 2026.

Source on M&A multiples: Aventis Advisors, IT Services Valuation Multiples 2015–2026. Sector M&A median EV/EBITDA compressed from 13.6x (2023) to 8.8x (Q4 2025) — a roughly one-third compression in two years.

Illustrative Scenarios

Illustrative Implied Values at Selected Multiples

Applied to Pivotree's FY 2025 financials (C$66.8M revenue, C$6.7M Adjusted EBITDA, 26.3M basic shares, C$12.8M cash), the implied per-share value at sector trading and M&A multiples sits materially above the May 6, 2026 reference close of C$1.65:

May 6, 2026 Reference close — C$1.65

C$1.65

—

Peer trading median 7.6x EV/EBITDA

C$2.42

+47%

IT services M&A median 8.8x EV/EBITDA

C$2.73

+66%

C$0 C$1 C$2 C$3

Even at the depressed peer median, the implied per-share value is ~47% above the May 6, 2026 reference close. A formal, advisor-led process is, in our view, the cleanest mechanism to test whether this value is achievable while a credible buyer universe remains active.

Sources: S&P Capital IQ as of May 6, 2026; Aventis Advisors, IT Services Valuation Multiples 2015–2026. Per-share values calculated on 26.3M basic shares outstanding net of C$12.8M cash. Adjusted EBITDA is a non-IFRS / non-GAAP measure; see Important Disclosures.

Illustrative Only — Not a Valuation These scenarios are illustrative only, are not a valuation, appraisal or fairness opinion, and do not represent an estimate of the price at which any transaction would be completed. No assurance can be given that a transaction will occur or that any transaction would be completed at or above any illustrative value. Small changes in Adjusted EBITDA, peer multiples, share count, or cash balance would materially change the per-share values shown above; the figures assume the FY 2025 inputs as reported by Pivotree.

The Risk to Standalone Equity Holders

Shareholders can't afford to wait

AI is reshaping the IT services industry at a scale and rate of change without precedent. The pricing model, the delivery model, and the unit economics are all changing simultaneously, inside an 18-month window. For a sub-scale public company in the middle of that transition, the resulting uncertainty is existential.

Asking public-market shareholders to underwrite a long-term revenue-mix transformation on a sub-scale platform is a meaningful ask. Strategic and financial buyers are actively seeking additional scale today, under a well-understood valuation framework — a framework that may no longer apply once AI has reshaped the IT services industry.

Shareholders deserve the opportunity to evaluate whether an advisor-led process can deliver greater value than continuing the transformation alone.

The Proposals

What we are asking shareholders to support

Vote FOR · Proposal 1

Francis Shen for Director

Shareholder-aligned public-company, capital-allocation and M&A experience

President of Shen Capital Partners Inc.
Founder, Chairman, and Co-CEO of Aastra Technologies, a TSX listed company. Led the organization for 30+ years including direct leadership in product development and numerous transformative acquisitions.
Sold to Mitel in 2014 for a significant premium at closing.
Chair of VitalHub Corp. (TSX: VHI) from 2019-2026.

Vote FOR · Proposal 2

Strategic Review

Non-Binding Advisory Resolution

(a) Retain a reputable independent investment bank by September 30, 2026;
(b) Conduct a formal strategic review including a comprehensive sale process; and
(c) Publicly report the results on or before December 31, 2026.

Shareholders should vote using only the official proxy or voting instruction form that Pivotree includes with its 2026 management information circular. SCP is not delivering a separate or dissident proxy form and is not seeking appointment as proxyholder.

Step-by-step

How to Vote on the Shen Capital Proposals

Use the official proxy form mailed to you by Pivotree (or vote online via the Pivotree-provided URL). Mark the boxes as shown below.

Pivotree's official Form of Proxy (TSX Trust). Filed with the 2026 Management Information Circular on May 25, 2026.

BEFORE YOU VOTE

Use Pivotree's official proxy. SCP is not soliciting proxies and is not sending a separate dissident form.
Vote by the deadline. Proxy cut-off: June 23, 2026 at 1:00 p.m. (Toronto time), 48 hours before the meeting.
Vote however you wish on the other items. SCP makes no recommendation on the Director Resolution, Auditor or Equity Incentive Plan.

VOTE FOR

Shareholder Proposal One — Election of Francis Shen as a director

Mark the "FOR" box under Item 3.

VOTE FOR

Shareholder Proposal Two — Strategic Review

Mark the "FOR" box under Item 6.

SCP is not affiliated with, endorsed by, or authorized by Pivotree Inc. This image is reproduced solely to assist shareholders in completing Pivotree's official proxy. SCP is not soliciting proxies and is not accepting any form of proxy. Solicitation by public broadcast under National Instrument 51-102, section 9.2(4).

About Shen Capital

One of Pivotree's largest shareholders since 2023

SCP is one of the largest shareholders of Pivotree, with approximately 9.1% ownership, and has held continuously since 2023.

9.1%

Ownership of Pivotree's issued and outstanding shares (2,400,700 common shares)

Since 2023

Continuous, long-term ownership of Pivotree

Shen Capital Partners Inc. ("SCP") is a Toronto-based investment firm specialized in publicly traded software and technology businesses, led by Francis Shen — the former Chairman, Co-CEO and founder of Aastra Technologies.

www.shencapital.ca

Contact

Engage with us

SCP welcomes the opportunity to engage with fellow Pivotree shareholders.

Shen Capital Partners Inc.

Martin Shen

416-458-7222

martin@shencapital.ca

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.