NOTICE OF SPECIAL MEETING OF SHAREHOLDERS. and MANAGEMENT INFORMATION CIRCULAR. with respect to an arrangement involving SOFTCHOICE CORPORATION.

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1 This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your financial, legal or other professional advisor. This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. If you have questions, you may contact Softchoice s proxy solicitation agent CST Phoenix Advisors, toll free in North America at or outside North America at (collect) or by at inquiries@phoenixadvisorscst.com. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS and MANAGEMENT INFORMATION CIRCULAR with respect to an arrangement involving SOFTCHOICE CORPORATION and GOLIATH ACQUISITION INC. The Board of Directors unanimously recommends that you vote IN FAVOUR of the Arrangement Resolution May 10, 2013

2 May 10, 2013 Dear Shareholder: The Board of Directors of Softchoice Corporation is pleased to invite you to attend a Special Meeting (the Meeting ) of the shareholders of Softchoice ( Shareholders ) to be held at the Dockside 1 Room, Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario, M5J 1A6 on June 10, 2013 commencing at 10:00 a.m. (Toronto time). At the Special Meeting, Shareholders will be asked to approve a plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (the Arrangement ) whereby Goliath Acquisition Inc. (the Purchaser ), a newly incorporated corporation owned by Birch Hill Fund IV, will acquire, directly or indirectly, all of the outstanding common shares ( Common Shares ) (excluding the Rollover Shares (as defined below)) of Softchoice for $20.00 in cash per Common Share (the Consideration ). The Board of Directors has unanimously: (i) determined that the Arrangement is in the best interest of Softchoice and the Shareholders; (ii) determined that the Consideration to be received by the Shareholders pursuant to the Arrangement and the Arrangement Agreement is fair to such Shareholders; and (iii) recommends that Shareholders vote in favour of the special resolution authorizing the Arrangement. In reaching its determination, the Board of Directors considered, among other things, the unanimous recommendation of a special committee composed entirely of independent members of the Board of Directors and the opinion of CIBC World Markets Inc., delivered to the Special Committee that as of the date of the opinion and based upon and subject to the assumptions, limitations and qualifications set forth in the opinion, the consideration to be received by Shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to Shareholders. A copy of the opinion of CIBC World Markets Inc. is included as Appendix E to the management information circular (the Circular ) accompanying this letter. For a summary of the factors considered by the Board of Directors in determining that the Arrangement is fair to Shareholders and in the best interests of Softchoice, please see Part I The Arrangement Background to the Arrangement and Arrangement Considerations in the Circular. Birch Hill has requested that each of David MacDonald (President and Chief Executive Officer and a director), David Long (Senior Vice-President, Finance and Chief Financial Officer), Steve Leslie (Senior Vice-President, Sales) Kevin Wright (Senior Vice-President, Operations and Chief Information Officer) and Maria Odoardi (Vice-President, Operations) and certain of their related parties (collectively, the Rollover Shareholders ), transfer, at the effective time of the Arrangement, all or a portion of the Common Shares (the Rollover Shares ) owned or controlled directly or indirectly by them to the Purchaser, as further described in the Circular, in exchange for shares of the Purchaser. The total number of Common Shares that may be so transferred will not exceed 217,457 shares, representing approximately 1.1% of the issued and outstanding Common Shares as of the date hereof. The resolution approving the Arrangement (the Arrangement Resolution ) must be approved by at least 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting. The Arrangement Resolution must also be approved by at least a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding the 229,275 votes attached to the Common Shares owned, or which control or direction is exercised over, by the i

3 Rollover Shareholders. Completion of the proposed Arrangement is also conditional on the approval of the Ontario Superior Court of Justice (Commercial List), compliance with the Competition Act (Canada) and compliance with the United States Hart-Scott-Rodino Antitrust Improvements Act of The Board unanimously recommends that Shareholders Vote IN FAVOUR of the Arrangement Resolution The directors and senior officers of Softchoice intend to vote their Common Shares IN FAVOUR of the Arrangement Resolution. The directors of Softchoice and the Rollover Shareholders, together holding approximately 1.89% of the outstanding Common Shares, have entered into voting agreements with the Purchaser pursuant to which they have agreed, among other things, to vote their Common Shares in favour of the Arrangement, subject to the terms of those voting agreements. Your vote is important regardless of how many Common Shares you own. We hope that you will be able to attend the Meeting. To ensure that your vote is recorded, please complete the enclosed form of proxy and submit it to our transfer agent and registrar, Computershare Investor Services Inc., as soon as possible but no later than 10:00 a.m. (Toronto time) on June 6, 2013 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed meeting, whether or not you plan to attend the Meeting. The accompanying Notice of Special Meeting, and Circular provide a full description of the Arrangement and include certain other information to assist you in considering how to vote on the Arrangement Resolution. You are urged to read this information carefully and in its entirety and, if you require assistance, to consult your financial, tax, investment, legal or other professional advisors. CST Phoenix Advisors ( Phoenix ) has been retained to assist with communications with Shareholders and to solicit proxies in favour of the Arrangement Resolution. If you have any questions or require any assistance regarding the procedure for voting on the Arrangement Resolution, please contact Phoenix, by telephone toll-free in North America at or by at inquiries@phoenixadvisorscst.com. Further contact information with respect to Phoenix is set forth on the back cover of the Circular. On behalf of the Board of Directors we would like to thank all Shareholders for their ongoing support as we prepare to take part in this important event in the history of Softchoice. We look forward to seeing you at the Meeting. Yours very truly, (signed) William Linton WILLIAM W. LINTON Chair of the Board of Directors ii

4 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF SOFTCHOICE CORPORATION TO BE HELD ON JUNE 10, 2013 NOTICE IS HEREBY GIVEN that a special meeting (the Meeting ) of the holders ( Shareholders ) of common shares (the Common Shares ) of Softchoice Corporation ( Softchoice ) will be held at the Dockside 1 Room, Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario, M5J 1A6 on June 10, 2013 commencing at 10:00 a.m. (Toronto time) for the following purposes: 1. to consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated May 8, 2013, as the same may be varied (the Interim Order ), and, if thought advisable, to pass, with or without variation, a special resolution of Shareholders (the Arrangement Resolution ), the full text of which is set forth in Appendix A to the accompanying management information circular of Softchoice (the Circular ), to approve a plan of arrangement (the Arrangement ) under section 192 of the Canada Business Corporations Act (the CBCA ), all as more particularly described in the Circular; and 2. to transact such further and other matters or business as may properly be brought before the Meeting or any adjournment or postponement thereof. Specific details of the matters to be put before the Meeting are set forth in the accompanying Circular. The board of directors of Softchoice (the Board of Directors ) has fixed May 9, 2013 as the record date for determining Shareholders who are entitled to receive notice of and to vote at the Meeting (the Record Date ). Only Shareholders whose names appear in the register of Shareholders maintained by or on behalf of Softchoice ( Registered Shareholders ) at the close of business on the Record Date will be entitled to receive notice of the Meeting and to attend and vote at the Meeting. Each outstanding Common Share entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting. A Shareholder may attend the Meeting in person or may be represented by proxy. Registered Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment or postponement thereof. To be effective, the proxy must be received by Computershare Investor Services Inc., by mail: 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile: , no later than 10:00 a.m. (Toronto time) on June 6, 2013 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed meeting. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. Most Common Shares are registered in the name of CDS & Co., the nominee of CDS Clearing and Depository Services i

5 Inc., a clearing agency of which securities brokers or dealers are participants. Unless you are a Registered Shareholder, your Common Shares are held through a broker, trustee, financial institution, custodian, nominee or other intermediary; as such, you are a beneficial shareholder ( Beneficial Shareholder ). In order to ensure your representation at the Meeting, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form in accordance with the instructions set out therein and in the accompanying Circular so that your Common Shares can be voted at the Meeting in accordance with your instructions. Broadridge Communications Solutions, Canada likely has established cut-off times for receiving instructions from beneficial shareholders that are earlier than the cut-off time for Registered Shareholders. To ensure that you receive payment for your Common Shares if the proposed Arrangement is completed, you should follow the instructions provided to you by Broadridge Communications Solutions, Canada. Shareholders may use the internet or the telephone to transmit voting instructions on or before the date and time noted above by following the instructions contained in the form of proxy or voting instruction form provided to Shareholders, and may also use the internet to appoint a proxyholder to attend and vote on behalf of the Shareholder at the Meeting. For information regarding voting or appointing a proxy by internet or voting by telephone, see the form of proxy or voting instruction form provided to you and/or the Circular section entitled Part IV General Proxy Matters Voting by Internet and Telephone in the accompanying Circular. This Notice is accompanied by the Circular and a form of proxy or voting instruction form, and, in the case of Registered Shareholders, a letter of transmittal. The Arrangement and the Arrangement Resolution are described in the Circular. The Circular is your guide to the business to be conducted at the Meeting and provides additional information relating to the matters to be dealt with at the Meeting. Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by Softchoice before the Meeting or by the Chair at the Meeting. Pursuant to the Interim Order, Registered Shareholders have a right to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid an amount equal to the fair value of their Common Shares in accordance with section 190 of the CBCA, as modified by the Interim Order and the Plan of Arrangement. This dissent right and the dissent procedures are described in the Circular. The dissent procedures require that a Registered Shareholder who wishes to dissent send a written notice of objection to the Arrangement Resolution to Softchoice (Attention: Corporate Affairs) (i) at 173 Dufferin Street, Suite 200, Toronto, Ontario, M6K 3H7 or (ii) by facsimile transmission to , to be received by no later than 10:00 a.m. (Toronto time) on June 6, 2013 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed meeting, and must otherwise strictly comply with the dissent procedures described in the Circular. Failure to strictly comply with the dissent procedures set forth in section 192 of the CBCA, as modified by the provisions of the Interim Order and the Plan of Arrangement, will result in loss of the right to dissent. See Part I The Arrangement Dissent Rights of Shareholders in the Circular and Appendix F to the Circular. Beneficial Shareholders who hold Common Shares that are registered in the name of a broker, trustee, financial institution, custodian, nominee or other intermediary who wish to dissent should be aware that ONLY REGISTERED OWNERS OF COMMON SHARES ARE ENTITLED TO DISSENT IN RESPECT OF THE ARRANGEMENT RESOLUTION. Beneficial Shareholders who wish to dissent should contact their broker, trustee, financial institution, custodian, nominee or other intermediary. ii

6 The form of proxy and the voting instruction form confer discretionary authority with respect to (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of Softchoice knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. Shareholders who are planning on returning the accompanying form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting the form of proxy or the voting instruction form. If you have any questions or require any assistance regarding the procedure for voting of your Common Shares, please contact our proxy solicitation agent, Phoenix, by telephone toll-free in North America at or by at YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY COMMON SHARES YOU OWN AS A SHAREHOLDER, IT IS VERY IMPORTANT THAT YOU READ THIS INFORMATION CIRCULAR CAREFULLY AND THEN VOTE YOUR COMMON SHARES. Dated at the City of Toronto, in the Province of Ontario, this 10 th day of May, By Order of the Board of Directors (signed) David Long David Long Senior Vice President, Chief Financial Officer iii

7 NOTICE OF POSTPONEMENT OF ANNUAL AND SPECIAL MEETING NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders of SOFTCHOICE CORPORATION to be held at the Marine Room, Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario, M5J 1A6 on Wednesday, May 15, 2013 at the hour of 10 o clock in the morning (Toronto time), IS HEREBY POSTPONED and shall be held at the offices of Borden Ladner Gervais LLP, 44 th Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario, M5H 3Y4 on Friday, June 28, 2013 at the hour of 9:00 o clock in the morning (Toronto time). If the Plan of Arrangement pursuant to section 192 of the Canada Business Corporations Act becomes effective prior to June 28, 2013, the annual and special meeting postponed by this Notice shall be cancelled. Dated at the City of Toronto, in the Province of Ontario, this 10 th day of May, By Order of the Board of Directors (signed) David Long David Long Senior Vice President, Chief Financial Officer i

8 TABLE OF CONTENTS Page QUESTIONS AND ANSWERS... i MANAGEMENT INFORMATION CIRCULAR...7 Introduction...7 Information Contained In this Circular...7 Cautionary Notice Regarding Forward- Looking Statements and Information...8 Notice to Shareholders in the United States...9 Currency...9 PART I THE ARRANGEMENT...10 The Parties...10 Background to the Arrangement and Arrangement Considerations...11 Recommendation of the Board of Directors...15 Risk Factors Related to the Arrangement...15 Risks Relating to the Company...17 Effect of the Arrangement...17 Procedure and Votes Required in Connection with the Arrangement...18 Details of the Arrangement...19 The Arrangement Agreement...20 Voting Agreements...30 Guarantee...30 Procedure for the Arrangement Becoming Effective...31 Approval of Shareholders Required for the Arrangement...31 Court Approval of the Arrangement and Completion of the Arrangement...31 Other Regulatory Conditions or Approvals...32 Fairness Opinion...33 Timing...34 Delivery of Consideration...34 Dissent Rights of Shareholders...35 Page Interests of Certain Persons or Companies in the Arrangement Interest of Informed Persons in Material Transactions Sources of Funds for the Arrangement Expenses of the Arrangement Securities Law Matters Principal Canadian Federal Income Tax Considerations PART II INFORMATION CONCERNING SOFTCHOICE General Price Range and Trading Volume of Common Shares Voting Securities and Principal Holders Thereof Ownership of Securities of the Company Commitments to Acquire Securities of the Company Intentions with Respect to the Arrangement Material Changes in the Affairs of the Company Previous Purchases and Sales Previous Distributions Dividends Indebtedness of Directors and Executive Officers Auditors, Transfer Agent and Registrar Other Information Legal Matters Additional Information PART III INFORMATION CONCERNING BIRCH HILL GROUP AND PURCHASER Birch Hill Group The Purchaser... 54

9 PART IV GENERAL PROXY MATTERS...55 Information for Beneficial Shareholders...55 Solicitation of Proxies...56 Appointment and Revocation of Proxies...56 Record Date...57 Signature of Proxy...57 Voting by Shareholders...57 Voting of Proxies...58 Exercise of Discretion of Proxy...58 Voting by Internet and Telephone...58 NOTICE TO BENEFICIAL SHAREHOLDERS...59 GLOSSARY OF TERMS...60 CONSENT OF CIBC WORLD MARKETS INC...70 DIRECTORS APPROVAL...71 APPENDIX A ARRANGEMENT RESOLUTION... A-1 APPENDIX B INTERIM ORDER...B-1 APPENDIX C NOTICE OF APPLICATION...C-1 APPENDIX D PLAN OF ARRANGEMENT... D-1 APPENDIX E FAIRNESS OPINION...E-1 APPENDIX F DISSENT RIGHTS... F-1 ii

10 QUESTIONS AND ANSWERS The information contained below is of a summary nature and therefore is qualified in its entirety by the more detailed information contained in the accompanying management information circular (the Circular ), including the Appendices to the Circular and the form of proxy, all of which are important and should be reviewed carefully. The accompanying Circular is furnished in connection with the solicitation by or on behalf of management of Softchoice Corporation ( Softchoice, the Company, we or our, in this Question and Answer section) of proxies to be used at the Special Meeting of Shareholders of Softchoice to be held at the Dockside 1 Room, Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario, M5J 1A6 on June 10, 2013 commencing at 10:00 a.m. (Toronto time) for the purposes indicated in the accompanying Notice of Meeting. It is expected that the solicitation of proxies will be primarily by mail, but may also be by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of Softchoice, including by our proxy solicitation agent, CST Phoenix Advisors ( Phoenix ). Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of Common Shares of Softchoice and normal handling charges will be paid by the Company for such forwarding services. The record date to determine the shareholders entitled to receive notice of and vote at the meeting is May 9, Your vote is important to us. We encourage you to exercise your vote using any of the voting methods described below. In order to be valid and effective, the form of proxy must be completed and received by Computershare Investor Services Inc. by no later than 10:00 a.m. (Toronto time) on June 6, 2013 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed meeting. If you received a voting instruction form, you should be aware that you may be subject to earlier voting deadlines, which deadlines will be specified in the voting instruction form and therefore you should carefully follow the instructions set out in the voting instruction form. Please read the following for commonly asked questions and answers regarding general guidance on voting and proxies and receiving the consideration upon completion of the plan of arrangement described below and in the Circular. If you have any questions relating to these procedures, please feel free to contact our proxy solicitation agent, Phoenix, by telephone toll-free in North America at or by at inquiries@phoenixadvisorscst.com, or Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or at toll-free in North America or by at service@computershare.com. See Glossary of Terms beginning on page 60 of the Circular for the meaning assigned to certain capitalized terms below. Q. What am I voting on? A. You will be voting to approve the proposed acquisition of all of the outstanding Common Shares by Goliath Acquisition Inc. (the Purchaser ) at a price of $20.00 in cash per Common Share, by way of a plan of arrangement under the Canada Business Corporations Act; Q. Am I entitled to vote? A. The record date for the meeting is the close of business on May 9, If you hold Common Shares as of the record date, you are entitled to vote. Each Common Share is entitled to one vote. If your Common Shares are not registered in your name, but are held in the name of an intermediary (usually a bank, trust company, securities broker or other financial institution) then i

11 you are a Beneficial Shareholder and your Intermediary is required to seek your instructions as to how to vote your Common Shares in advance of the Meeting. Every intermediary has its own procedures, which should be carefully followed in order to ensure that your Common Shares are voted at the Meeting. If your name is registered in Softchoice s share register, then you are a Registered Shareholder and you are entitled to receive notice of and vote at the Meeting. Q. What will I receive if the Arrangement is completed? A. If the Arrangement Resolution is approved by Shareholders and all of the other conditions to the closing of the Arrangement are satisfied or waived, the Purchaser will acquire, directly or indirectly, all of the outstanding Common Shares (other than the Common Shares held by the Rollover Shareholders) and you will receive $20.00 in cash per Common Share, less any Taxes required to be withheld by Softchoice. Q. How does the Board of Directors recommend that I vote on the Arrangement Resolution? A. The Board, acting on the unanimous recommendation in favour of the Arrangement by the Special Committee, has unanimously: (i) determined that the Arrangement is in the best interest of the Company and the Shareholders; (ii) determined that the Consideration to be received by the Shareholders pursuant to the Arrangement and the Arrangement Agreement is fair to such Shareholders; and (iii) recommends that Shareholders vote IN FAVOUR of the Arrangement Resolution. See Part I The Arrangement Recommendation of the Board of Directors. Q. Why does the Board of Directors recommend that I vote IN FAVOUR of the Arrangement Resolution? A. In reaching its conclusion that the Arrangement is fair to shareholders and is in the best interests of Softchoice, the Board of Directors considered and relied upon a number of factors, including those described under the heading Part I The Arrangement Background to the Arrangement and Arrangement Considerations. Q. How does the $20.00 per share consideration for Common Shares compare to the market price of the Common Shares before the Arrangement was announced? A. The consideration of $20.00 in cash being offered to shareholders under the Arrangement represents a cash-adjusted 1 premium of approximately 27% over the volume weighted average price of the Common Shares on the TSX for the 30 trading days ended April 22, Furthermore, it also represents a cash-adjusted 1 premium of approximately 42% over the volume weighted average price of the Common Shares on the TSX for the 60 trading days ended April 22, See Part I The Arrangement Background to the Arrangement and Arrangement Considerations. Q. Who else has agreed to support the Arrangement? A. All members of the Board of Directors that own Common Shares and the Senior Officers of Softchoice intend to vote their Common Shares IN FAVOUR of the Arrangement Resolution. All members of the Board of Directors who own Common Shares and Senior Officers of 1 The cash adjusted calculation deducts the Company s cash on hand at December 31, 2012 from both its market capitalization and from the total acquisition price implied by the Arrangement in order to better measure the premium being offered. ii

12 Softchoice, who collectively beneficially own, directly or indirectly, in the aggregate, 371,257 Common Shares representing approximately 1.89% of the Common Shares outstanding as of May 8, 2013, have entered into Voting Agreements with the Purchaser pursuant to which they have agreed to support the Arrangement and vote the Common Shares beneficially owned by them in favour of the Arrangement Resolution. Q. What will happen to Softchoice if the Arrangement is completed? A. If the Arrangement is completed, the Purchaser will acquire all of the Common Shares and Softchoice will amalgamate with the Purchaser in accordance with the Plan of Arrangement. It is expected that the Common Shares will be de-listed from the TSX after the Arrangement is completed and the Company will make an application to terminate its status as a reporting issuer under Canadian securities laws. Q. What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason? A. If the Arrangement Resolution is not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated. In certain circumstances (for example, upon a wilful breach of a representation, warranty or covenant of Softchoice under the Arrangement Agreement or the Board recommends a Superior Proposal), Softchoice will be required to pay to the Purchaser a termination payment of $12,000,000 in connection with such a termination. In certain other circumstances (for example, upon a wilful breach of a representation, warranty or covenant of the Purchaser under the Arrangement Agreement), the Purchaser will be required to pay to Softchoice a termination payment of $12,000,000. See Part I The Arrangement The Arrangement Agreement Termination Fee, Part I The Arrangement The Arrangement Agreement Purchaser Fee Q. What are the tax consequences of the Arrangement to me as a shareholder? A. Your receipt of the consideration under the Arrangement in exchange for your Common Shares will be a taxable transaction. For further information on certain tax consequences of the arrangement, see Part I The Arrangement Principal Canadian Federal Income Tax Considerations. Your tax consequences will depend on your particular situation. You should consult your own tax advisor for a full understanding of the applicable federal, provincial, state, local, foreign and other tax consequences to you resulting from the Arrangement. Q. Where and when is the Meeting? A. The Meeting will take place at the Dockside 1 Room, Westin Harbour Castle Hotel, 1 Harbour Square, Toronto, Ontario, M5J 1A6 on June 10, 2013 commencing at 10:00 a.m. (Toronto time). Q. In addition to the approval of Shareholders, are there any other approvals required for the Arrangement? A. Yes, the Arrangement requires the approval of the Court and is also subject to the receipt of certain other regulatory approvals. See Part I The Arrangement Other Regulatory Conditions or Approvals. iii

13 Q. Will I receive any dividend with respect to the Common Shares that I own for the period prior to the closing of the Arrangement? A. No, the Company has agreed with the Purchaser not to declare or pay any dividends with respect to Common Shares until the Arrangement is completed or the Arrangement Agreement is terminated. Q. Who is soliciting my proxy? A. The management of the Company is soliciting your proxy. Solicitation of proxies is done primarily by mail, but may also be by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of Softchoice. We have engaged Phoenix to act as our proxy solicitation agent with respect to the matters to be considered at the Meeting. All of the costs associated with such solicitations will be paid by the Company. Q. How can I vote in person at the meeting? A. If you are a Registered Shareholder, you can vote in person at the Meeting. If you are a Beneficial Shareholder, you cannot vote in person at the Meeting unless you are appointed as a proxyholder. The Company does not have access to the names of all of its beneficial shareholders. Therefore, if you are a Beneficial Shareholder and attend the Meeting, we will have no record of your shareholdings or of your entitlement to vote unless Broadridge Communications Solutions, Canada ( Broadridge ) or Computershare has appointed you as a proxyholder. If you wish to attend the meeting and vote in person at the Meeting, insert your name in the blank space provided on the voting instruction form sent to you by Broadridge. In doing so you are instructing Broadridge to appoint you as a proxyholder. Complete the form by following the return instructions set out therein. You should report to a representative of Computershare upon arrival at the Meeting. Q. Who votes my Common Shares and how will they be voted if I return a proxy or voting instruction form? A. By properly completing and returning a proxy or voting instruction form, you are authorizing the Person named in the proxy or voting instruction form to attend the meeting and vote your Common Shares. You can use the enclosed form of proxy or voting instruction form, or any other proper form of proxy or voting instruction form, to appoint your proxyholder. The Common Shares represented by your proxy or voting instruction form must be voted according to your instructions in the proxy or voting instruction form. If you properly complete and return your proxy or voting instruction form but do not specify how you wish the votes cast, your Common Shares will be voted in favour of the Arrangement Resolution. Unless contrary instructions are provided, Common Shares represented by proxies or voting instruction forms received by management will be voted FOR the Arrangement Resolution. Q. Can I appoint someone other than the individuals named in the enclosed form of proxy or voting instruction form to vote my Common Shares? A. Yes, you have the right to appoint the person of your choice, who does not need to be a Shareholder, to attend and act on your behalf at the Meeting. If you wish to appoint a person whose name does not appear on the form of proxy or voting instruction form, insert the name of your chosen proxyholder in the blank space provided on the form of proxy or voting instruction form sent to you by Broadridge or Computershare. iv

14 NOTE: It is important to ensure that any other person you appoint will be attending the Meeting and is aware that his or her appointment to vote your Common Shares has been made. Proxyholders should report to a representative of Computershare upon arrival at the Meeting. Q. What if my Common Shares are held in more than one name or in the name of my company? A. If the Common Shares are held in more than one name, all those persons must sign the form of proxy or voting instruction form. If the Common Shares are held in the name of your company or any name other than yours, you will need documentation that proves you are authorized to sign the form of proxy or voting instruction form on behalf of that company or other person. Q. Can I revoke a proxy or voting instruction? A. Yes. If you have given a form of proxy, you may revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy by an instrument in writing executed by you or by your attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either at the registered office of the Company or the office of Computershare not later than 10:00 a.m. (Toronto time) on June 6, 2013 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed meeting or with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof. If you have given a voting instruction form, please contact Broadridge or Computershare for instructions regarding revoking your vote. Q. How many Common Shares of Softchoice are outstanding? A. As of May 8, 2013, there were 19,653,762 Common Shares outstanding. We have no other class or series of voting shares outstanding. Q. What is the approval required to pass the Arrangement Resolution? A. The requisite approval for the Arrangement Resolution will be the affirmative votes of the holders of: (i) at least 66⅔% of the votes cast on the Arrangement Resolution by Shareholders, and (ii) at least a simple majority of the votes cast on the Arrangement Resolution by Shareholders, excluding the Rollover Shareholders, and in each case, present in person or represented by proxy at the Meeting. Q. Do I have dissent rights? A. Only Registered Shareholders have the right to dissent. Registered Shareholders who wish to exercise their right to dissent must deliver a dissent notice to Softchoice (Attention: Corporate Affairs) (i) at 173 Dufferin Street, Suite 200, Toronto, Ontario, M6K 3H7 or (ii) by facsimile transmission to , in either case, to be received by no later than 10:00 a.m. (Toronto time) on June 6, 2013 or, in the case of any adjournment or postponement of the Meeting, by no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed meeting. If you are a Beneficial Shareholder and wish to exercise dissent rights in respect of your Common Shares, you should contact the intermediary with whom you deal. v

15 Q. What if I have other questions? A. If you have a question regarding the meeting, please contact our proxy solicitation agent, Phoenix, at its North American toll-free number: or by at inquiries@phoenixadvisorscst.com, or our registrar and transfer agent, Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or at toll-free in North America or by at service@computershare.com. vi

16 MANAGEMENT INFORMATION CIRCULAR See Glossary of Terms beginning on page 60 of this Circular for the meaning assigned to certain capitalized terms used in this Circular. Introduction This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at the Meeting and any adjournment(s) or postponement(s) thereof. The information concerning the Birch Hill Group, the Purchaser or any of their respective affiliates contained in this Circular has been provided by Birch Hill. The Board of Directors has relied upon this information without having made independent inquiries as to the accuracy or completeness thereof; however, it does not have any knowledge that would indicate that any such information is untrue or incomplete. Neither the Board of Directors nor the Company assumes any responsibility for the accuracy or completeness of such information, nor for any failure by Birch Hill to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to the Company. All summaries of, and references to, the Arrangement, the Arrangement Agreement and the Voting Agreements in this Circular are qualified in their entirety by reference to, in the case of the Arrangement, the complete text of the Plan of Arrangement, which is attached as Appendix D to this Circular, in the case of the Arrangement Agreement, the complete text of the Arrangement Agreement, and, in the case of the Voting Agreements, the complete text of the Voting Agreements, which are available on SEDAR at You are urged to read carefully and in its entirety the full text of the Plan of Arrangement, the Arrangement Agreement and the Voting Agreements. Information Contained In this Circular noted. The information contained in this Circular is given as at May 9, 2013, except where otherwise No Person has been authorized to give information or to make any representations in connection with the Arrangement or any other matters described herein other than those contained in this Circular and, if given or made, any such information or representations should not be relied upon in making a decision as to how to vote on the Arrangement Resolution or be considered to have been authorized by the Company or Birch Hill. This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any Person in any jurisdiction in which such an offer or solicitation is not authorized or in which the Person making such an offer or solicitation is not qualified to do so or to any Person to whom it is unlawful to make such an offer or solicitation. Shareholders should not construe the contents of this Circular as legal, tax, investment or financial advice and should consult with their own professional advisors in considering the relevant legal, tax, investment, financial or other matters contained in this Circular. If you hold Common Shares through a broker, trustee, financial institution, investment dealer, bank, trust company, custodian, nominee or other Intermediary, you should contact your Intermediary for instructions and assistance in voting and surrendering the Common Shares that you beneficially own. 7

17 Cautionary Notice Regarding Forward-Looking Statements and Information Certain statements included herein constitute forward-looking statements. All statements, other than statements of historical fact, included in this Circular that address future activities, events, developments or financial performance are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking words such as may, should, will, could, expect, intend, plan, estimate, anticipate, believe, future or continue or the negative thereof or similar variations. In particular, statements about the proposed Arrangement between the Company and the Purchaser, including the expected timetable for completing the transaction, the receipt of shareholder and regulatory approvals, the de-listing of Common Shares and the timing thereof, the treatment of Shareholders under tax laws and any other statements regarding the Company s future expectations, beliefs, goals or prospects are or involve forward-looking information. These forwardlooking statements are based on certain assumptions and analyses made by the Company and its management, in light of their experiences and their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Shareholders are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties, assumptions and other factors, many of which are outside the control of the Company and the Purchaser and that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other things, the Parties ability to consummate the Arrangement; the Parties ability to satisfy the conditions to the completion of the Arrangement, including the fact that the receipt of approval by Shareholders, approval by the Court, Competition Act Approval or HSR Approval may not be obtained on the terms expected or on the anticipated schedule; occurrence of an event which could give rise to termination of the Arrangement Agreement; general economic and market factors (including changes in global, national or regional financial, credit, currency or securities markets), changes or developments in global, national or regional political conditions (including any act of terrorism or war), changes in government laws or regulations (including tax laws) and changes in GAAP or regulatory accounting requirements. Readers are cautioned that the foregoing lists are not exhaustive. Readers should carefully review and consider the risk factors described under Part I The Arrangement Risk Factors Related to the Arrangement, Part I The Arrangement Principal Canadian Federal Income Tax Considerations, and other risks described elsewhere in this Circular. Additional risks and uncertainties affecting the operations or financial results of the Company are included in reports on file with applicable securities regulatory authorities and may be accessed by going to SEDAR at or the Company s website at Information contained in or otherwise accessible through the Company s website does not form a part of this Circular and is not incorporated by reference into this Circular. Such forward-looking statements should, therefore, be construed in light of such factors. If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein. All forward-looking statements attributable to the Company, or Persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Readers of this Circular are cautioned not to place undue reliance on forward-looking statements contained in this Circular, which reflect the analysis of the management of the Company only as of the date of this Circular. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable Law. 8

18 Notice to Shareholders in the United States Softchoice is a corporation existing under the laws of Canada. The solicitation of proxies and the transactions contemplated in this Circular involve securities of a Canadian issuer and are being effected in accordance with Canadian corporate laws and securities laws. The proxy rules under Section 14(a) of the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation and therefore this solicitation is not being effected in accordance with U.S. securities laws. Accordingly, this Circular has been prepared in accordance with applicable Canadian disclosure requirements. Residents of the United States should be aware that such requirements under Canadian laws may differ from requirements under U.S. corporate laws and U.S. securities laws relating to U.S. corporations. Financial statements and information included or incorporated by reference in this Circular have been prepared in accordance with generally accepted accounting principles in Canada, and are subject to auditing and auditor independence standards in Canada, and thus may not be comparable to financial statements of United States companies. The enforcement by investors of civil liabilities under U.S. securities laws may be affected adversely by the fact that the Company is organized under the laws of Canada, that all but one of its directors and all of its officers reside principally in Canada and a significant portion of its assets are located outside the United States. You may not be able to sue a Canadian company or its directors or officers in a Canadian court for violations of U.S. securities laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a judgment by a U.S. court. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Shareholders should be aware that the transactions contemplated herein may have tax consequences both in Canada and in the U.S. The Canadian tax consequences may not be described fully herein and the U.S. tax consequences are not described herein. Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement. Currency All currency amounts referred to in this Circular are in Canadian dollars, unless otherwise indicated. 9

19 PART I THE ARRANGEMENT The Parties Softchoice Softchoice was founded in 1989 to sell software products to corporate customers. The Company s customer base includes small and medium-sized businesses, (which Softchoice considers to be companies with fewer than 2,000 personal computers), enterprise customers with more than 2,000 personal computers, as well as government and educational entities. Softchoice sells very little product to consumers. By 1995, Softchoice was the largest reseller of Microsoft products in Canada. By 1997, the decision was made to expand the business into the United States, and seven offices were opened in November of that year. Currently, the Company has 28 offices in the United States. In 2002, the Company went public by way of a reverse takeover bid transaction. In 2002, the Company began selling hardware products in both Canada and the United States, and, as of 2012, hardware sales represented over 42 percent of the Company s revenue. Since 2007, the Company has made four acquisitions. Investing in areas that help organizations reduce information technology costs and drive innovation has been central to Softchoice s ongoing transformation from a technology reseller to a comprehensive provider of information technology solutions and services. The Company has steadily enhanced its ability to support customers in a broad range of technology needs. These investments have allowed Softchoice to support customers in the design and implementation of complex solutions, including mobility, desktop and server virtualization, unified communications and cloud computing. By deploying some of these resources to existing branch offices and concentrating others in Softchoice s four major call centers, the Company has been able to provide advanced solution design and implementation support on behalf of any organization, anywhere in North America. Softchoice s strategy is to provide high-end consulting, design and implementation business solutions. The Company s delivery model provides for work to be performed onsite at client premises by either Softchoice internal resources or subcontracted third parties. Through its acquisition of Unis Lumin in December 2011, Softchoice entered a new line of business of managed services. As a managed services provider, Softchoice designs, deploys, operates and manages its client s network infrastructure from our Keystone Technical Support Center. Softchoice launched its cloud service brokerage Softchoice Cloud in The Softchoice Cloud Portal is a secure enterprise-grade identity management system that provides information technology professionals with access to a centralized federation of applications. It acts as a central management console for information technology professionals, providing control over users and cloud applications while simultaneously delivering a cleaner and simpler end-user experience via a seamless single sign-on to their cloud applications. Softchoice s shares are listed on the TSX under the trading symbol SO. The Common Shares are not registered under the U.S. Securities Act of 1933 and are not publicly traded in the United States. See Part II Information Concerning Softchoice. Birch Hill and the Purchaser Birch Hill is the general partner of each of the partnerships comprising Birch Hill Fund IV and is charged, pursuant to the terms of the relevant partnership agreements governing Birch Hill Fund IV, with the responsibility for making all investment decisions on behalf of Birch Hill Fund IV. 10

20 Birch Hill is the leader in long-term value creation in the Canadian mid-market private equity business, with over $2.0 billion in capital under management, 22 current partner companies and 32 fully-realized investments since Birch Hill Fund IV closed in January 2011 and has over $1 billion of committed capital from leading Canadian, US and international institutional investors. The 20-member team of investment professionals at Birch Hill has many years of experience working together as active partners with top management teams in building long-term value. Since 1994, Birch Hill has invested over $2 billion of capital in 53 transactions. The Purchaser was incorporated under the CBCA on April 19, 2013 and is wholly-owned by Birch Hill Fund IV. The Purchaser was incorporated for the sole purpose of the Arrangement and has not otherwise carried on any material business or activity. The registered office of the Purchaser is located at 100 Wellington Street West, Suite 2300, Toronto, Ontario. See Part III Information Concerning Birch Hill Group and the Purchaser. Background to the Arrangement and Arrangement Considerations Background to the Arrangement On January 16, 2013, the Company s Chief Executive Officer, David MacDonald, and Chief Financial Officer, David Long, met with representatives of Birch Hill who expressed Birch Hill's interest in buying Softchoice. Following this initial meeting, Birch Hill met with the Company s management on two other occasions and in late February, 2013, orally advised Mr. MacDonald that, subject to its investment committee approval, it proposed to request the opportunity, on an exclusive basis, to conduct a due diligence investigation with a view to entering into an agreement to purchase all of outstanding Common Shares of Softchoice at a price of $18.00 to $18.50 per share. Accordingly, on February 28, 2013, the Board of Directors established the Special Committee consisting of William Linton (as Chair), Robert Luba and William Robinson. The principal purpose of the Special Committee was to evaluate and negotiate any transaction proposed by Birch Hill (and ultimately the Arrangement) and any alternative proposals from other parties and to provide a recommendation to the Board in respect thereof. Given the potential for continued management involvement in Softchoice following closing of any transaction, Mr. Linton advised management and Birch Hill that any negotiations involving a potential transaction would be conducted through Mr. Linton and the Special Committee. The Special Committee retained BLG as its legal counsel and, after considering proposals from potential financial advisors, retained CIBC as its exclusive financial advisor. On March 8, 2013, representatives of Birch Hill met with Mr. Linton to present a proposal to enter into an exclusivity agreement allowing them to conduct a due diligence investigation for a period of 45 days with a view toward entering into a definitive agreement to buy all of the outstanding Common Shares of Softchoice at a price of $18.00 to $18.50 per Common Share. On March 11, 2013, Mr. Linton advised Birch Hill that such a price range was too low to warrant exclusivity, but that Birch Hill could conduct limited due diligence to better enable it to evaluate the Company and make a higher proposal, subject to entering into a confidentiality and standstill agreement. On March 15, 2013, Birch Hill and Softchoice entered into such an agreement. While Birch Hill was undertaking its limited due diligence, the Special Committee considered alternatives to the possibility of entering into an exclusivity arrangement with Birch Hill. One option would have been to actively solicit other potential bidders through a more formal auction process. A 11