Shen Capital Partners Releases Letter to Pivotree Shareholders, Calls for Formal Strategic Review at 2026 Annual Meeting

USA - English

TORONTO, May 28, 2026 /CNW/ - Shen Capital Partners Inc. ("SCP"), one of the largest shareholders of Pivotree Inc. (TSXV: PVT) ("Pivotree" or the "Company") with approximately 9.1% of the outstanding common shares, today released an open letter and supporting materials to Pivotree shareholders in connection with the Company's 2026 Annual General Meeting (the "AGM") and announced two shareholder proposals it has submitted for consideration at the AGM.

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

The Shareholder Proposals

Proposal One -- Director Nomination.

SCP has proposed the election of Francis Shen, President of Shen Capital Partners Inc., as a director of Pivotree, to provide shareholder-aligned public-company, capital-allocation and M&A experience on the Board during the strategic evaluation that SCP is asking the Board to undertake. Mr. Shen is the former founder, chairman and Co-CEO of Aastra Technologies, a TSX-listed company sold to Mitel in 2014, and Chair of VitalHub Corp. (TSX: VHI) from 2019-2026.

Proposal Two -- Strategic Review (Non-Binding Advisory).

SCP has proposed a non-binding advisory resolution recommending that the Board (a) retain a reputable independent investment bank with relevant sector experience by September 30, 2026, (b) conduct a formal strategic review including a comprehensive sale process, and (c) publicly report the results of the review on or before December 31, 2026.

Why SCP Believes a Strategic Review is Warranted Now

SCP's view is that the IT services industry is undergoing an unprecedented and rapid transformation driven by the adoption of generative artificial intelligence. The pricing model, the delivery model and the unit economics are all changing simultaneously. Sector M&A multiples have compressed by approximately one-third over the past 24 months, and we can find no credible argument that the floor has been established.

In Pivotree's own words in its 2026 management information circular, the Company's "pivot to data and AI-enabled services and solutions has yet to be fully realized." 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.

SCP credits the Pivotree management team and Board for the operational improvements achieved during fiscal 2025, including a meaningful increase in Adjusted EBITDA and operating cash flow.

SCP believes Pivotree is presentable to acquirers today. Applied to Pivotree's publicly reported FY 2025 financial information, current IT services peer trading multiples imply per-share values materially above the C$1.65 reference close on May 6, 2026. Shareholders deserve the opportunity to evaluate whether an advisor-led process can deliver greater value than continuing the transformation alone.

About Shen Capital Partners Inc.

Shen Capital Partners Inc. is a Toronto-based investment firm focused on long-term ownership of software and technology businesses. SCP, together with its affiliates, holds 2,400,700 common shares of Pivotree, representing approximately 9.1% of the outstanding common shares.

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 (which persons are collectively referred to in this section as 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 AGM, 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 to assist with the Shen Capital Group's solicitation and to provide certain advisory and related services. Such solicitation agent has not yet been retained by the Shen Capital Group. It is expected that, upon engagement of such agent, if any, such agent's responsibilities will include advising the Shen Capital Group on governance best practices, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, advising with respect to meeting and proxy protocol, developing and implementing shareholder communication and engagement strategies, mailing of the AGM materials and vote tabulation. The Shen Capital Group will pay such agent a fee to be determined, plus related expenses. In addition, the Shen Capital Group may 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. Any members, partners, directors, officers or employees of the Shen Capital Group and its affiliates or other persons who solicit proxies on behalf of the Shen Capital Group will do so for no additional compensation.

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 of Pivotree that gives a proxy may revoke it at all times by a document signed by him or her or by a proxyholder authorized in writing or, if the shareholder is a corporation, by a document signed by an officer or a proxyholder duly authorized, given to TSX Trust Company, no later than 1:00 p.m. (Toronto time) on June 23, 2026 or, in the case of any adjournment or postponement of the AGM, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned meeting at which the proxy is to be used, or to the Chairman of the AGM on the day of the AGM or any adjournment thereof.

A  non‐registered holder of common shares of Pivotree will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non‐registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the AGM.

To the knowledge of the Shen Capital Group, none of the Shen Capital Group, or any of its partners, managing members, directors or officers or 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 and subject to Pivotree disclosing the matters proposed to be acted on at the AGM, in any matter proposed to be acted on at the AGM, other than the election of directors to the Board or 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 AGM dated May 7, 2026.

Non-IFRS / Non-GAAP Measures and Methodology. Adjusted EBITDA is a non-IFRS / non-GAAP financial measure that does not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures used by other companies; it is defined and reconciled in Pivotree's Q4 2025 MD&A filed on SEDAR+ on March 26, 2026. Illustrative per-share values referenced herein apply selected sector trading multiples (S&P Capital IQ, peer median EV/EBITDA, as of May 6, 2026), IT services M&A multiples (Aventis Advisors, IT Services Valuation Multiples 2015–2026, full-year 2025 median EV/EBITDA), and recent take-private precedent multiples, applied to Pivotree's publicly reported FY 2025 financial information (C$66.8M revenue, C$6.7M Adjusted EBITDA, C$12.8M cash, 26.3M basic common shares outstanding). Per-share values are calculated as (Adjusted EBITDA × multiple + cash) ÷ basic shares outstanding, or (Revenue × multiple + cash) ÷ basic shares outstanding. Inputs and outputs are subject to change as additional information becomes available.

Forward-Looking Information. Certain statements in this press release are prospective in nature and constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements concerning Pivotree's growth opportunities, the outcome of the proposed strategic review, potential valuations, and other statements with respect to SCP's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, outlook, circumstances, performance or expectations that are not historical facts.

Forward-looking statements reflect SCP's current beliefs, expectations and assumptions and are based on information currently available to SCP. With respect to the forward-looking statements included herein, SCP has made certain assumptions with respect to, among other things, market interest in companies like Pivotree, the impacts of AI on the Company's business model and industry generally, and management's ability to execute on its proposed transformation.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statement will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements.

All forward-looking statements included herein are qualified by these cautionary statements. Unless otherwise indicated, the forward-looking statements contained herein are made as of the date of this press release, and except as required by applicable law, SCP does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

SOURCE Shen Capital Partners Inc.

Shen Capital Partners Inc., Martin Shen, Tel: [phone], Email: [email protected], Website: www.shencapital.ca