Pivotal : Appendix 3Ys (John Hoffman and Joseph Monkowski)

For personal use only

ASX / Media Release

24 February 2022

The Manager

Company Announcements Office ASX Limited

20 Bridge Street

SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Change of director's interests notice (Appendix 3Y) - John Hoffman and Joseph

Monkowski

Pivotal Systems Corporation ("Pivotal" or the "Company") (ASX: PVS), provides the attached forms:

1. Change of director's interests notice (Appendix 3Y) for Mr John Hoffman; and
2. Change of director's interests notice (Appendix 3Y) for Dr Joseph Monkowski. Due to administrative oversight, the Appendix 3Ys are being lodged slightly late. Pivotal notes the following in relation to the above matters:

• Once the oversight was identified by Pivotal, the Appendix 3Ys were promptly lodged with ASX.
• Pivotal is satisfied that it has the necessary reporting and notification practices in place to ensure compliance with its disclosure obligations under ASX Listing Rules 3.19A and 3.19B. Pivotal believes that its current practices are adequate and confirms that this is an isolated error.
• Pivotal confirms that:
• • each director is informed of the ASX disclosure requirements upon their appointment and reminded of these obligations regularly at board meetings; and
  • it has entered into appropriate agreements with each director which places an obligation on the director to notify the company of interests in the company and any change to their interests in the company so that the required Appendix 3Y (Change of Director's Interest Notice) may be lodged.

Pivotal Systems Corporation

ARBN 626 346 325

48389 Fremont Blvd. Suite 100, Fremont, CA, 94538

Phone [phone], Fax [phone]

Web /https://www.pivotalsys.com

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For personal use only

This announcement has been authorised for release to ASX by Ron Warrington, CFO on behalf of the Pivotal Board.

Yours faithfully

Danny Davies

ASX Listing Rule 12.6 Representative for Pivotal

Pivotal Systems Corporation

ARBN 626 346 325

48389 Fremont Blvd. Suite 100, Fremont, CA, 94538

Phone [phone], Fax [phone]

Web /https://www.pivotalsys.com

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Appendix 3Y Change of Director's Interest Notice

Appendix 3Y

Rule 3.19A.2

For personal use only

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Pivotal Systems Corporation ("Pivotal" or the "Company")

ARBN	626 346 325

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mr John Hoffman
Date of last notice	9 February 2021

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest	N/A
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	15 February 2022
No. of securities held prior to change	1,441,870 Fully Paid Shares of Common Stock
	(Shares)
	4,384,083 Options
	40,000 Chess Depositary Interests (CDIs)
Class	Shares and CDIs
Number acquired	169,901 Shares
	179,597 CDIs
Number disposed	Nil
Value/Consideration	$171,254
Note: If consideration is non-cash, provide details and estimated
valuation
No. of securities held after change	1,611,771 Shares
	4,384,083 Options
	219,597 CDIs

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 1

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Appendix 3Y

Change of Director's Interest Notice

Nature of change	Acquired through participation in Pivotal's
Example: on-market trade, off-market trade, exercise of options,	Institutional Entitlement Offer
issue of securities under dividend reinvestment plan, participation in
buy-back

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Separation Agreement between John Hoffman and Pivotal,
	amending his terms of employment with the Company.
Nature of interest	Agreement for the issue of options - refer details below.
Name of registered holder	John Hoffman
(if issued securities)
Date of change	3 February 2022 (Sydney, Australia)
No. and class of securities to which	Nil
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired	An agreement for the issue of 200,000 options to acquire
	shares of common stock under the Company's 2012 Equity
	Incentive Plan, subject to shareholder approval at the 2022
	AGM.
	Subject to shareholder approval, the options will vest over 12
	equal monthly instalments commencing on 1 January 2022,
	subject to Mr Hoffman's continued employment with the
	Company (unless terminated by the Company without
	"cause"). Vesting of the options will accelerate in the event of
	a change of control of the Company.
Interest disposed	N/A
Value/Consideration	Subject to shareholder approval, the options will be issued to
Note: If consideration is non-cash, provide details	Mr Hoffman for nil cash consideration as part of the revised
and an estimated valuation
terms of his employment contract in connection with the
	changes to his role and planned retirement from the Company.
Interest after change	An agreement for the issue of 200,000 options to acquire
	shares of common stock under the Company's 2012 Equity
	Incentive Plan, subject to shareholder approval at the 2022
	AGM and on the conditions set out above.

Part 3 - +Closed period

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

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Appendix 3Y

Change of Director's Interest Notice

Were the interests in the securities or contracts detailed	No.
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade	N/A
to proceed during this period?
If prior written clearance was provided, on what date was this	N/A
provided?

• See chapter 19 for defined terms. 01/01/2011 Appendix 3Y Page 3

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