Exhibit 99.1













                               PIVOTAL CORPORATION



                        NOTICE OF ANNUAL GENERAL MEETING

                                       and

                         MANAGEMENT INFORMATION CIRCULAR

                                AND FORM OF PROXY

                                     for the

                             Annual General Meeting

                                  to be held on

                           Thursday, November 15, 2001




<PAGE>



--------------------------------------------------------------------------------

[Pivotal Logo]



                                                            October 12, 2001



         Dear Shareholder:

         It is my  pleasure  to invite you to attend the  Company's  2001 Annual
General  Meeting of  shareholders.  The Annual  General  Meeting will be held on
Thursday,  November 15, 2001 at 2:30 p.m., Vancouver time, at The Delta Pinnacle
Hotel, 1128 West Hastings Street, Vancouver, British Columbia.

         If you are  unable to attend  the  Annual  General  Meeting  in person,
please complete, date, sign and return the enclosed form of proxy to ensure that
your vote is counted.

         The Notice of Annual General Meeting,  Management  Information Circular
and Form of Proxy for the Annual  General  Meeting,  and a reply card for use by
shareholders who wish to receive the Company's interim financial statements, are
all enclosed.  These documents contain important information and I encourage you
to read them carefully.




                        Yours truly,


                        (signed) BO MANNING
                        President and Chief Executive Officer


________________________________________________________________

Pivotal Corporation     CHICAGO         WASHINGTON, DC     VANCOUVER
                        DALLAS          TORONTO            224 West Esplanade
www.pivotal.com         NEW YORK        UNITED KINGDOM     Suite 300
                        SAN FRANCISCO   FRANCE             North Vancouver, BC
                        SEATTLE         IRELAND            Canada V7M 3M6
                                                           Phone: 604/988-9982
                                                           Fax: 604/988-0035









<PAGE>



                               PIVOTAL CORPORATION
                         Suite 300 - 224 West Esplanade
                    North Vancouver, British Columbia V7M 3M6

                        NOTICE OF ANNUAL GENERAL MEETING

Pivotal  Corporation  (the  "Company") will hold its Annual General Meeting (the
"Annual General Meeting") of shareholders at The Delta Pinnacle Hotel, 1128 West
Hastings Street, Vancouver,  British Columbia, on Thursday, November 15, 2001 at
2:30 p.m. (Vancouver time) for the following purposes:

          (a)  to receive the annual report to  shareholders of the directors of
               the Company;

          (b)  to receive and consider the  financial  statements of the Company
               for the  financial  period  ended June 30, 2001 and the report of
               the auditors thereon;

          (c)  to elect directors of the Company for the ensuing year;

          (d)  to approve and confirm, by ordinary  resolution,  an amendment to
               the  Company's  Incentive  Stock  Option  Plan  as set out in the
               accompanying   Information  Circular.   The  full  text  of  this
               resolution  is  set  out  in  Schedule  "A"  to  the  Information
               Circular.

          (e)  to  appoint  Deloitte & Touche  LLP,  Chartered  Accountants,  as
               auditor of the Company for the ensuing year and to authorize  the
               directors to fix the auditor's remuneration; and

          (f)  to transact  such other  business as may properly come before the
               Annual  General  Meeting  or any  adjournments  or  postponements
               thereof.

Accompanying  this  Notice of  Annual  General  Meeting  are:  (1) a  Management
Information  Circular and Form of Proxy;  (2) the Annual  Report for the Company
for the year  ended  June  30,  2001;  (3) the  audited  consolidated  financial
statements  of the  Company  for the year ended June 30,  2001,  which have been
prepared in accordance with Canadian generally accepted  accounting  principles;
(4) a form of proxy for use at the Annual General Meeting;  and (5) a reply card
for use by  shareholders  who wish to receive the  Company's  interim  financial
statements.

If you are a registered  shareholder of the Company and are unable to attend the
Annual General Meeting in person,  please date and execute the accompanying form
of proxy, and deposit it with CIBC Mellon Trust Company at Suite 1600, 1066 West
Hastings Street,  Vancouver,  British Columbia,  V6E 3X1, Attention:  Ms. Leslie
MacFarlane before 2:30 p.m.  (Vancouver time) on Tuesday,  November 13, 2001, or
not less than 48 hours (excluding Saturdays and holidays) before any adjournment
of the Annual General Meeting.

If you  are a  non-registered  shareholder  of the  Company  and  receive  these
materials through your broker or through another  intermediary,  please complete
and return the materials in accordance with the instructions  provided to you by
your  broker  or  such  other   intermediary.   If  you  fail  to  follow  these
instructions,  your shares may not be eligible to be voted at the Annual General
Meeting.

This Notice of Annual General Meeting,  the Management  Information Circular and
Form of Proxy, the Annual Report,  the financial  statements,  the form of proxy
for the Annual  General  Meeting  and,  the reply  card are first  being sent to
shareholders of the Company on or about October 12, 2001.

DATED at Vancouver, British Columbia this 12th day of October 2001.

                                    BY ORDER OF THE BOARD OF DIRECTORS

                                    (signed) ANDRE J. BEAULIEU
                                    General Counsel, Assistant Secretary



                                       i
<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<S>     <C>                             <C>                                         <C>
LETTER TO SHAREHOLDERS

NOTICE OF ANNUAL GENERAL MEETING..................................................................................i

MANAGEMENT INFORMATION CIRCULAR AND FORM OF PROXY.................................................................1
   Solicitation of Proxies........................................................................................1
   Appointment and Revocation of Proxies..........................................................................1
   Exercise of Discretion.........................................................................................1
   Abstention from Voting.........................................................................................2
   Securities Entitled to Vote....................................................................................2
   Principal Shareholders.........................................................................................2
   Currency.......................................................................................................2

PARTICULARS OF MATTERS TO BE ACTED UPON...........................................................................2
   Election of Directors..........................................................................................2
   Amendment to Incentive Stock Option Plan.......................................................................6
   Appointment of Auditor.........................................................................................7

CORPORATE GOVERNANCE..............................................................................................7
   Mandate of the Board of Directors..............................................................................7
   Composition of the Board of Directors..........................................................................8
   Description of Decisions Requiring Prior Approval of the Board of Directors....................................8
   Expectations of Management.....................................................................................8
   Shareholder Communication......................................................................................8
   Recruitment of New Directors and Assessment of the Board of Directors' Performance.............................8
   Committees of the Board of Directors...........................................................................8
     Audit Committee..............................................................................................9
     Compensation Committee.......................................................................................9
     Options Committee............................................................................................9
     Nominating Committee.........................................................................................9

EXECUTIVE COMPENSATION...........................................................................................10
   Summary Compensation Table....................................................................................10
   Stock Options.................................................................................................11
   Employment and Consulting Contracts...........................................................................13
   Remuneration of Directors.....................................................................................13
   Report on Executive Compensation..............................................................................13
   Performance Graph.............................................................................................14

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS................................................15

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS....................................................................15

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON..........................................................15

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE........................................................................15

OTHER BUSINESS...................................................................................................15
</TABLE>




                                       ii
<PAGE>




                               PIVOTAL CORPORATION

                MANAGEMENT INFORMATION CIRCULAR AND FORM OF PROXY

This Management Information Circular and Form of Proxy ("Information  Circular")
is furnished in connection with the solicitation of proxies by the management of
Pivotal  Corporation  ("Pivotal"  or the  "Company")  to be voted at the  Annual
General  Meeting of the  shareholders  of the  Company  to be held on  Thursday,
November 15, 2001 (the "Annual  General  Meeting") at the time and place and for
the purposes set forth in the accompanying Notice of Annual General Meeting.

It is anticipated that this Information  Circular and the accompanying Notice of
Annual  General  Meeting  and  form  of  proxy  will  be  first  mailed  to  the
shareholders  of the Company on or about  October  12,  2001.  Unless  otherwise
stated,  the information  contained in this Information  Circular is given as at
September 12, 2001.

Pursuant to section 111 of the Company Act (British Columbia), advance notice of
the Annual  General  Meeting was published in The Vancouver Sun on September 20,
2001.

Solicitation of Proxies

While it is  expected  that  the  solicitation  for  proxies  will be  conducted
primarily  by mail,  proxies may be  solicited  personally  or by  telephone  by
directors,  officers  and  regular  employees  of  the  Company.  All  costs  of
solicitation will be borne by the Company.

Appointment and Revocation of Proxies

The individuals  named in the  accompanying  form of proxy are the President and
Chief Executive  Officer and the Assistant  Secretary and General Counsel of the
Company.  A  shareholder  has the right to  appoint a person,  who need not be a
shareholder,  to attend  and act for the  shareholder  and on the  shareholder's
behalf at the Annual General Meeting other than either of the persons designated
in the accompanying form of proxy, and may do so either by inserting the name of
that other person in the blank space provided in the accompanying  form of proxy
or by completing and delivering another suitable form of proxy.

A proxy may not be valid unless the completed, signed and dated form of proxy is
delivered to CIBC Mellon Trust Company,  Suite 1600, 1066 West Hastings  Street,
Vancouver,  British  Columbia,  V6E  3X1,  not  less  than 48  hours  (excluding
Saturdays,  Sundays and holidays) before the time for holding the Annual General
Meeting or any adjournment thereof at which the proxy is to be used.

A  shareholder  who has given a proxy may revoke it by an  instrument in writing
duly  executed  and  delivered  either to CIBC  Mellon  Trust  Company or to the
registered  office  of the  Company  at any  time up to and  including  the last
business  day  that  precedes  the day of the  Annual  General  Meeting,  or any
adjournment thereof, at which the proxy is to be used, or to the Chairman of the
Annual  General  Meeting  on the  day  of  the  Annual  General  Meeting  or any
adjournment thereof. A revocation of a proxy will not affect a matter on which a
vote is taken before the revocation.

Exercise of Discretion

On a poll,  the nominees  named in the  accompanying  form of proxy will vote or
withhold  from  voting the shares  represented  thereby in  accordance  with the
instructions  of the shareholder on any ballot that may be called for. The proxy
will confer  discretionary  authority on the nominees named therein with respect
to:

                                       1
<PAGE>

          (a)  each  matter or group of matters  identified  therein for which a
               choice is not specified  other than the appointment of an auditor
               and the election of directors;

          (b)  any amendment to or variation of any matter  identified  therein;
               and

          (c)  any other matter that  properly  comes before the Annual  General
               Meeting.

In respect of a matter described in this Information Circular for which a choice
is not specified in the proxy, the nominees named in the accompanying  form will
vote shares represented by the proxy for the approval of such matter.

As of the date of this Information Circular,  management of the Company knows of
no amendment,  variation or other matter that may come before the Annual General
Meeting,  but if any amendment,  variation or other matter properly comes before
the Annual  General  Meeting each nominee  intends to vote thereon in accordance
with the nominee's best judgement.

Abstention from Voting

Shareholders may abstain from voting in respect of certain matters  described in
this  Information  Circular  by  completing,  if  applicable,   the  box  marked
"Withhold" on the accompanying form of proxy, or by attending the Annual General
Meeting in  person,  and  abstaining  from  voting  for or against a  particular
matter.

Securities Entitled to Vote

As of September 12, 2001, the Company had outstanding  23,996,235 fully paid and
non-assessable  Common Shares without par value,  each carrying the right to one
vote.

Only  shareholders  of record at the close of  business  on  October 5, 2001 who
either  attend the Annual  General  Meeting  personally  or  complete,  sign and
deliver a form of proxy in the manner and  subject to the  provisions  described
above  will be  entitled  to vote or to have  their  shares  voted at the Annual
General Meeting.

Principal Shareholders

To the  knowledge of the  directors  and senior  officers of the Company,  as at
September  12,  2001,  no one  beneficially  owned  directly or  indirectly,  or
exercised control or direction over,  voting securities  carrying 10% or more of
the voting rights of the Company.

Currency

All  references to monetary  amounts are in Canadian  dollars  unless  otherwise
indicated.


                     PARTICULARS OF MATTERS TO BE ACTED UPON


Election of Directors

The directors of the Company are elected at each Annual General Meeting and hold
office  until  the  close of the next  annual  general  meeting  or until  their
successors are duly elected or appointed.  Management  proposes to nominate each
of the following six persons for election as a director of the Company.  All the
proposed nominees are presently directors of the Company.

                                       2
<PAGE>

The six  nominees  who  receive  the most  votes in favour  of their  respective
appointments will be elected to the Board of Directors.

Proxies  cannot be voted for a greater  number  of  persons  than the  number of
nominees named. In the absence of instructions to the contrary,  if the enclosed
form of proxy is signed and returned in accordance with the instructions  above,
it will be voted for the nominees set out below.

Information  concerning the six nominees, as furnished by them individually,  is
set forth below.

   Nominee's Name and Residence                            Resume
-----------------------------------          -----------------------------------
<TABLE>
<S>                                                      <C>
KENT ROGER (BO) MANNING (1)(2)       KENT  ROGER (BO)  MANNING  has  served as  President,  Chief
Vancouver, British Columbia, Canada  Executive Officer and a director since August 2001. Prior to
                                     joining Pivotal,  Mr. Manning served as co-founder and Chief
                                     Executive  Officer  of  Roundarch,  a  CRM  solutions  joint
                                     venture between Deloitte  Consulting,  BroadVision,  and WPP
                                     Group (holding company for Ogilvy & Mather, Young & Rubicam,
                                     J. Walter  Thompson),  from January 2000 to August 2001. Mr.
                                     Manning served as Global CRM Practice  Leader,  for Deloitte
                                     Consulting,  from 1995 to 1999. Mr. Manning also served as a
                                     Consultant to Deloitte  Consulting from 1987 to 1995.  Prior
                                     to that, Mr.  Manning  served as General  Manager of Infopro
                                     from 1984 to 1987.  Mr.  Manning holds a triple  Bachelor of
                                     Arts degree  from the  University  of Michigan in  business,
                                     economics and psychology and received his MBA in 1987,  from
                                     Northwestern University with a double major in marketing and
                                     finance.

NORMAN B. FRANCIS (1)(2)             NORMAN B. FRANCIS  co-founded Pivotal in 1990 and has served
West Vancouver, British Columbia     a director  since  December  1990 and as President and Chief
Canada                               Executive  Officer from  December  1990 to August 2001.  Mr.
                                     Francis'  experience  prior to co-founding  Pivotal includes
                                     co-founding   Basic   Software  Group  Inc.,  an  accounting
                                     software  company,  in 1979.  Mr.  Francis  served  as Basic
                                     Software  Group's  Vice  President,   Operations  until  the
                                     company was acquired by Computer  Associates  International,
                                     Inc., a software  company,  in 1985.  Mr.  Francis served as
                                     Vice   President,   Micro  Products   Division  of  Computer
                                     Associates International Inc. from 1985 to 1990. Mr. Francis
                                     holds a bachelor of science degree in Computer  Science from
                                     the  University  of  British  Columbia,   Canada  and  is  a
                                     Chartered Accountant.
</TABLE>

-----------------------------------
1 Member of the Options Committee
2 Member of the Nominating Committee



                                       3
<PAGE>
<TABLE>
<S>                                                                 <C>

KEITH R. WALES                      KEITH R. WALES co-founded  Pivotal in 1990 and has served as
West Vancouver, British Columbia    a  director  since  December  1990  and  as  Executive  Vice
Canada                              President,  Corporate Projects since January 2001. Mr. Wales
                                    also  served  as Chief  Technical  Officer  from  July  1999
                                    through  December 2000 and as Vice  President,  Research and
                                    Development from December 1990 through July 1999. Mr. Wales'
                                    experience prior to co-founding Pivotal includes co-founding
                                    Basic Software Group Inc., an accounting  software  company,
                                    in 1979.  Mr.  Wales served as Basic  Software  Group's Vice
                                    President,  Research and  Development  until the company was
                                    acquired by Computer Associates International, Inc. in 1985.
                                    Mr. Wales served as Divisional Vice President,  Research and
                                    Development of Computer Associates International,  Inc. from
                                    1985 to 1986.  Mr. Wales holds a bachelor of science  degree
                                    in Mathematics  and a master's of science degree in Computer
                                    Science from the University of British Columbia, Canada.

JEREMY A. JAECH
Seattle, Washington                 JEREMY A. JAECH has  served as a  director  since July 1996.
                                    Mr.  Jaech  currently  serves as Managing  Member,  Poseidon
                                    Ventures LLC. Prior to Poseidon  Ventures,  Mr. Jaech served
                                    as  Vice  President  for  the  Business  Tools  Division  at
                                    Microsoft  Corporation.   Prior  to  Microsoft,   Mr.  Jaech
                                    co-founded  Visio  Corporation in September 1990, a supplier
                                    of  enterprise-wide   business   diagramming  and  technical
                                    drawing software for Microsoft Windows, which was later sold
                                    to Microsoft.  Prior to co-founding Visio  Corporation,  Mr.
                                    Jaech  co-founded  Aldus  Corporation  in 1984 and served as
                                    Vice President, Engineering. Aldus Corporation was purchased
                                    by Adobe Systems  Incorporation  in 1989.  Mr. Jaech holds a
                                    bachelor's  degree in Mathematics  and a master's  degree in
                                    Computer Science from the University of Washington.
</TABLE>

--------------------------------------
3 Member of the Compensation Committee
4 Member of the Audit Committee


                                       4
<PAGE>

<TABLE>
<S>                                                 <C>

ROBERT J. LOUIS(3)(4)               ROBERT J. LOUIS has  served as a  director  since June 1995.
West Vancouver, British Columbia    Since  March  1999,  Mr.  Louis has served as  President  of
Canada                              Ventures West Management  Ltd., a venture capital firm which
                                    he joined as an Executive  Vice  President in January  1991.
                                    Mr. Louis earned a bachelor of science degree and a master's
                                    degree in Science from the  University of Victoria,  British
                                    Columbia,  Canada and a Ph.D. in Physics from the University
                                    of British Columbia, Canada.



STEVEN M. GORDON(2)(4)              Steven M.  Gordon has served as a  director  since  November
Seattle, Washington                 2000. Mr. Gordon  currently  serves as Strategic  Advisor to
                                    Wavelink  Corporation.  Prior to  Wavelink,  Mr.  Gordon has
                                    served  as Vice  President  of  Microsoft  Corporation  from
                                    January 2000 to August 2000,  as Senior Vice  President  and
                                    Chief Financial  Officer of Visio  Corporation from February
                                    1997 to January 2000, as Vice President and Chief  Financial
                                    Officer  of  Data  I/O  Corporation  from  October  1993  to
                                    February  1997,  as Vice  President,  Finance  of  Data  I/O
                                    Corporation  from May 1992 to October  1993 and as Corporate
                                    Controller  of Data I/O  Corporation  from April 1989 to May
                                    1992.  Mr.  Gordon  holds a  Bachelor  of Arts  degree  from
                                    Washington  State  University  and  is  a  Certified  Public
                                    Accountant.

</TABLE>

-----------------------------------
2 Member of the Nominating Committee
3 Member of the Compensation Committee
4 Member of the Audit Committee


Douglas J.  Mackenzie  is  currently  a director  of the Company but will not be
standing for re-election for the upcoming year.




                                       5
<PAGE>



The  following  table  sets out the number of Common  Shares  and stock  options
beneficially  owned by each nominee for  election to the Board of Directors  and
the senior officers of the Company,  directly or indirectly,  or over which each
nominee or officer exercised control or direction, as at September 12, 2001.

<TABLE>
<S>                     <C>                                     <C>                                 <C>
                 Name of Beneficial Owner                  Number of Shares (1)           Number of Options
                ------------------------                  ---------------------          -------------------

KENT ROGER (BO) MANNING                                            Nil                      500,000(2)
President, Chief Executive Officer and Director

NORMAN B. FRANCIS                                              1,966,600(3)                   97,850
Director

KEITH R. WALES                                                  975,800(4)                    50,000
Executive Vice President,Corporate Projects and
Director

JEREMY A. JAECH                                                 55,556(5)                     100,000
Director

ROBERT J. LOUIS                                                1,559,458(6)                     Nil
Director

STEVEN M. GORDON                                                   Nil                        40,000
Director                                                       -----------                   ---------
                                              TOTAL:            4,557,414                     787,850
                                                               ===========                   ==========
                             % of total outstanding:              18.99%                      18.89%
                                                               ===========                   ==========
</TABLE>

--------------------
Notes:

(1)  Information as to the number of Common Shares beneficially owned,  directly
     or  indirectly,  is based on  information  furnished by the  Registrar  and
     Transfer Agent of the Company and by the nominees or officers.

(2)  The Board of Directors have approved  additional  grants of 250,000 options
     on each of November 1, 2001 and February 1, 2002.

(3)  The Common Shares owned by Mr. Francis  represent  8.20% of the outstanding
     voting securities of the Company.

(4)  The Common  Shares owned by Mr. Wales  represent  4.07% of the  outstanding
     voting securities of the Company.

(5)  The Common  Shares owned by Mr. Jaech  represent  0.23% of the  outstanding
     voting securities of the Company.

(6)  The Common  Shares owned by Mr. Louis  represent  6.50% of the  outstanding
     voting  securities  of the  Company.  Includes  (a) 363,514  shares held of
     record by Bank of Montreal Capital Corporation which is managed by Ventures
     West  Management  TIP Inc., an entity wholly owned by Ventures West Capital
     Ltd.;  and (b)  1,195,944  shares  held  of  record  by VW B.C.  Technology
     Investment Fund Limited Partnership, of which Ventures West Management B.C.
     Ltd. is the general  partner.  Ventures West Management B.C. Ltd. is wholly
     owned by Ventures  West Capital Ltd.  Mr.  Louis,  as President of Ventures
     West Capital  Ltd., a venture  capital  firm with  controlled  subsidiaries
     which  include   Ventures  West  Management  TIP  Inc.  and  Ventures  West
     Management B.C. Ltd.,  disclaims beneficial ownership of such shares except
     to the extent of his pecuniary interest.


Amendment to Incentive Stock Option Plan

At the Annual General Meeting,  approval of the  shareholders  will be sought to
pass an  ordinary  resolution,  being  a  resolution  passed  by a  majority  of
shareholders  at the Annual  General  Meeting,  confirming  an  amendment to the
Incentive  Stock  Option  Plan (the  "Plan") of the  Company as  approved by the
directors of the Company. The amendment will:

     (a)  increase  the maximum  number of Common  Shares  reserved for issuance
          under  the  Plan  by  1,000,000  Common  Shares,   from  7,376,186  to
          8,376,186; and

                                       6
<PAGE>

     (b)  delete the words "the lesser of (i) 800,000 shares or (ii)" in Section
          5(a) of the Plan.

These  amendments  are  required  in  order to  ensure  sufficient  options  are
available  to permit the Company to maintain  its policy of granting  options to
employees to align their  interests  with those of the  Company's  shareholders.
Copies of the amended Plan may be obtained by any shareholder from the Secretary
of the Company and are available for inspection by  shareholders  of the Company
at its corporate head office at Suite 300 - 224 West Esplanade, North Vancouver,
British Columbia V7M 3M6, and will be available for review at the Annual General
Meeting.  Implementation of the amendment to the Plan is subject to the approval
of regulatory authorities.  The remainder of the Plan remains unchanged from the
form previously approved by shareholders.

The text of the proposed resolution to approve this amendment to the Plan is set
out in Schedule "A" hereto.

Appointment of Auditor

Unless otherwise instructed,  the proxies received pursuant to this solicitation
will  be  voted  for  the  appointment  of  Deloitte  &  Touche  LLP,  Chartered
Accountants,  of Vancouver,  British Columbia, as the auditors of the Company to
hold office until the close of the next annual general meeting of the Company or
until a successor  is  appointed.  The  appointment  of Deloitte & Touche LLP as
auditor of the  Company  must be  approved  by a majority of more than fifty per
cent of the votes cast by the holders of Common  Shares who vote in person or by
proxy at the Annual General Meeting.

It is proposed that the  remuneration  to be paid to the auditor be fixed by the
Board of  Directors.  Deloitte & Touche LLP has been the  auditor of the Company
since July, 1998.


                              CORPORATE GOVERNANCE


Mandate of the Board of Directors

Pursuant to the British Columbia Company Act, the Board of Directors is required
to manage or  supervise  the  management  of the  business  and  affairs  of the
Company. The Board of Directors' principal responsibilities are to supervise and
evaluate  management,  to oversee the conduct of the  business,  to set policies
appropriate for the business and to approve corporate  strategies and goals. The
mandate and  responsibilities of the Board of Directors are to be carried out in
a manner  consistent with the fundamental  objective of protecting and enhancing
the value of the Company and providing ongoing benefit to the shareholders.

The  responsibilities  of the Board of Directors include the review and critique
of  management's  strategy  and plans on a formal basis at least once each year,
and on an ongoing basis as part of the continuing  dialogue  between  management
and directors.  A fundamental  part of the planning and review process  includes
the  identification  by  management  and the  directors  of areas of risk to the
Company  and the  development  of plans to  address  those  risks.  The Board of
Directors  also makes  inquiries to satisfy itself that the Company has in place
proper management information systems and internal controls.

The directors  are kept informed of the Company's  operations at meetings of the
Board of  Directors  and its  committees  and through  reports  and  analyses by
management. There were 13 meetings (in person or by teleconference) of the Board
of  Directors  during the  financial  year ended June 30,  2001.  Only Mr. Jaech
missed more than one  meeting of the Board,  due to  business  obligations.  The
frequency of  meetings,  as well as the nature of the matters  dealt with,  will
vary from year to year depending on the state of the Company's  business and the
opportunities  or risks which the Company  faces from time to time.  Within this
framework,  it is anticipated  that the Board of Directors will meet eight times
during  the  financial  year  ending  June  30,  2002.  In  addition,   informal
communications  between  management  and  directors  occur  outside of regularly
scheduled board and committee meetings.

                                       7
<PAGE>

Composition of the Board of Directors

The Board of Directors  is currently  composed of three  related  directors  and
three unrelated  directors.  The guidelines for corporate  governance adopted by
The Toronto Stock Exchange recommends that the Board of Directors be constituted
with a majority of individuals who qualify as unrelated directors.  An unrelated
director is a director who is  independent  of  management  and is free from any
interest and any other  business or other  relationship  which  could,  or could
reasonably be perceived to, materially  interfere with the director's ability to
act with a view to the best interests of the  corporation,  other than interests
and relationships  arising from  shareholding.  A related director is a director
who is not an unrelated director.

The Board of Directors has determined that of its six present  directors,  three
are unrelated and three, Kent Roger (Bo) Manning, Norman B. Francis and Keith R.
Wales are related  directors  as they  currently  serve as  President  and Chief
Executive  Officer,  former President and Chief Executive  Officer and Executive
Vice President, Corporate Projects of the Company, respectively.

The Company does not have a significant shareholder with the ability to exercise
a majority of the votes for the election of the Board of Directors.

Description of Decisions Requiring Prior Approval of the Board of Directors

In addition to matters  which by law or by the  Articles of the Company  must be
approved  by the Board of  Directors,  management  is  required to seek Board of
Director  approval  for  major   transactions   such  as  strategic   alliances,
acquisitions and financings.

Expectations of Management

Management is responsible  for developing  and  implementing  the strategies and
tactics of the Company  within the context of  authorized  budgets and corporate
policies  and  procedures.  Management  provides  information  to the  Board  of
Directors in a regular and  comprehensive  fashion.  The Board of Directors uses
this  information  along with other  information  requested from time to time to
assist  management  by  providing  advice and  guidance to  identify  issues and
opportunities for the Company.

Shareholder Communication

The Company  employs a combination of active and passive  methods to communicate
with its shareholders.  Regular  communications  are conducted with shareholders
through press  releases,  newsletters and annual and quarterly  reports.  At the
Annual  General  Meeting,  a full  opportunity is afforded  shareholders  to ask
questions  concerning  the  Company's  business  and, in  addition,  the Company
organizes or makes  presentations  at many investor  conferences  each year. The
Company's investor relations  department also answers numerous queries and makes
information   about  the  Company   available  on  the   Company's   Website  at
www.pivotal.com.   The  Board  of   Directors   believes   that  the   Company's
communications with shareholders and investors is responsive and effective.

Recruitment  of  New  Directors  and  Assessment  of  the  Board  of  Directors'
Performance

The  Nominating  Committee,  a  subcommittee  of  the  Board  of  Directors,  is
responsible for identifying,  evaluating and recommending nominees for the Board
of Directors and reviewing  incumbent  directors for re-election to the Board of
Directors.

Committees of the Board of Directors

The Board of Directors  has  established  four  standing  committees:  the Audit
Committee,  the Compensation Committee, the Options Committee and the Nominating
Committee. The Board of

                                       8
<PAGE>

Directors has delegated certain responsibilities to each of these Committees and
has also instructed each of them to perform certain advisory  functions and make
recommendations and report to the Board of Directors.  Where considered prudent,
certain  matters  falling under the  responsibility  of these  Committees are at
times dealt with at a meeting of the entire Board of Directors.

Audit Committee

The Audit  Committee  meets with the  financial  officers of the Company and the
independent  auditors to review and inquire  into  matters  affecting  financial
reporting,  the  system  of  internal  accounting  and  financial  controls  and
procedures   and  audit   procedures   and  plans.   The  Committee  also  makes
recommendations  to  the  Board  of  Directors   regarding  the  appointment  of
independent auditors.  In addition,  the Committee reviews and recommends to the
Board of Directors for approval the annual  financial  statements of the Company
and  certain  other  documents  required  by  the  regulatory  authorities.  The
Committee  is also  responsible  for  approving  the  policies  under  which the
financial  officers of the Company may invest funds in excess of those  required
for  current  operations.  In the  financial  year  ended  June 30,  2001,  this
Committee met four times. This Committee is composed of Steven M. Gordon, Robert
J. Louis and Jeremy A. Jaech, none of whom are current or former officers of the
Company. All members of the Committee are unrelated directors.

Compensation Committee

The  Compensation  Committee is responsible for  establishing and monitoring the
Company's long range plans and programs for attracting, training, developing and
motivating employees.  The Committee reviews recommendations for the appointment
of  persons  to  senior  executive  positions,  considers  terms of  employment,
including  succession planning and matters of compensation and recommends awards
under the Company's  incentive stock option plan and the employee share purchase
plan. In the financial  year ended June 30, 2001,  this  Committee met once. The
Committee  is composed of Jeremy A. Jaech and Robert J. Louis,  none of whom are
current or former  officers of the Company.  Both members of the  Committee  are
unrelated directors.

Options Committee

The Option  Committee has been given the authority to grant options to employees
of Pivotal  pursuant to Pivotal's  Incentive Stock Option Plan. The Committee is
currently  composed of Norman B.  Francis and Kent Roger (Bo)  Manning,  both of
whom are related  directors.  The corporate  governance  policies of The Toronto
Stock  Exchange  recommend  that the  committees  of the Board of  Directors  be
composed of outside  directors,  the majority of whom are  unrelated  directors,
although some board  committees  may include one or more inside  directors.  The
Board has  considered  this issue and supports the  continued  membership of Mr.
Francis and Mr. Manning on this Committee.


Nominating Committee

The  Nominating   Committee  is  responsible  for  identifying,   screening  and
interviewing candidates for positions on the Board of Directors.  The Nominating
Committee  submits,   to  the  Board  of  Directors,   recommendations  for  the
appointment  of  directors.  The  Committee is  currently  composed of Norman B.
Francis  and Kent Roger (Bo)  Manning,  both of whom are related  directors  and
Steven M. Gordon, an unrelated director.


                                       9
<PAGE>


                             EXECUTIVE COMPENSATION


Summary Compensation Table

During the Company's  financial  year ended June 30, 2001,  the  aggregate  cash
compensation paid or payable by the Company to its directors and senior officers
was $1,064,669 (the average  conversion rate for the year ended June 30, 2001 is
U.S.$1.00 = Cdn.$1.52571).

The table below  contains a summary of the  compensation  paid to the  Company's
President  and Chief  Executive  Officer  and the  Company's  four  most  highly
compensated  executive  officers  (other than the President and Chief  Executive
Officer) who were serving as executive officers at the end of the Company's most
recently   completed   financial  year   (collectively,   the  "Named  Executive
Officers"),  for each of the Company's three most recently  completed  financial
years ended June 30, 2001, 2000 and 1999.

                           Summary Compensation Table


<TABLE>
<S>                                                <C>                                  <C>               <C>
                                                                                     Long Term
                                                Annual Compensation                Compensation

                                                                                Securities          Other
   Name and Principal Position       Year          Salary         Bonus        Under Options     Compensation
-------------------------------      ----          ------         -----        -------------     ------------
NORMAN B. FRANCIS                    2001         $175,000        $19,689        25,000              Nil
President and Chief Executive        2000         $175,000        $78,983        25,000              Nil
Officer(1)                           1999         $120,000            Nil           Nil              Nil

KEITH R. WALES                       2001         $112,500         $9,063        25,000              Nil
Executive Vice President,            2000         $150,000        $35,931        25,000              Nil
Corporate Projects                   1999         $120,000        $37,064           Nil

VINCENT D. MIFSUD                    2001         $225,000       $108,532       250,000              Nil
Chief Operating Officer, Chief       2000         $175,000       $103,755        20,000              Nil
Financial Officer and Executive      1999          $85,192        $47,068       160,000          $14,269
Vice President(2)

ROBERT A. RUNGE                      2001       US$190,000            Nil        70,000              Nil
Chief Marketing Officer              2000       US$160,000        $53,665        20,000              Nil
                                     1999       US$141,000        $39,651        60,000              Nil

KIRK HERRINGTON                      2001         $125,000            Nil        10,000              Nil
Chief Technical Officer and          2000                                        80,636              Nil
Executive Vice President,            1999
Product Development(3)
</TABLE>


----------------------------------
Notes:
(1)  On August 27, 2001 Mr.  Francis  resigned as President and Chief  Executive
     Officer  and Kent Roger (Bo)  Manning  was  appointed  President  and Chief
     Executive Officer.

(2)  We hired Mr.  Mifsud in  December  1998.  Mr.  Mifsud's  annual  salary was
     $150,000  of which  $85,192 was paid to Mr.  Mifsud  during the fiscal year
     ended June 30, 2000. Mr.  Mifsud's  guaranteed  annual bonus was $57,750 of
     which  $32,799 was paid to Mr. Mifsud during the fiscal year ended June 30,
     1999.

(3)  Mr. Herrington's salary is from September 1, 2000 to June 30, 2001.


                                       10
<PAGE>


Stock Options

Pivotal's Board of Directors and shareholders  approved the Company's  Incentive
Stock Option Plan (the "Plan") in July, 1992. Initially, 1,096,800 Common Shares
were  reserved for  issuance  under the Plan.  This  reserve has been  increased
several  times.  Initially,  the eligible  persons under the Plan were Pivotal's
directors,  officers and employees and the directors,  officers and employees of
Pivotal's subsidiaries.  The Plan was subsequently amended to extend eligibility
to  include  Pivotal's  independent  contractors  and  consultants,  independent
contractors and consultants of Pivotal's subsidiaries and any partnership, joint
venture,  or  other  entity  in  which  Pivotal  holds a 50% or  greater  voting
interest, and directors of any such partnership, joint venture, or other entity.
The exercise price for options granted under the Plan is determined by the Board
of  Directors,  and must not be less than the fair  market  value of the  Common
Shares on the date of grant as determined  by the Board of  Directors,  less any
discount  permitted by law and by  regulatory  bodies having  jurisdiction  over
Pivotal.  In the case of U.S. residents and citizens,  the Plan provides for the
grant of both incentive  stock options that may qualify under section 422 of the
U.S. Internal Revenue Code and  non-qualified  stock options on terms determined
by the Board of  Directors,  subject to statutory and other  limitations  in the
Plan,  including  limitations on the exercise price, which for incentive options
to comply with  section  422 of the Code,  may not be less than 100% of the fair
market value of the Common Shares on the date of grant. Incentive options may be
granted  to  Pivotal's  employees  and those of  Pivotal's  subsidiaries,  while
non-qualified options may be issued to non-employee  directors,  and independent
contractors, as well as to employees.

The  Plan is  administered  by the  Board of  Directors,  which  determines  the
individuals who receive options, the time period during which the options may be
partially or fully  exercised,  the number of Common  Shares  issuable  upon the
exercise of each option and the option exercise price.

No  option  may  be  transferred  by an  optionee  other  than  by the  laws  of
succession,  descent and distribution,  and, during the lifetime of an optionee,
the option is exercisable only by the optionee.

If an optionee's  employment or engagement is terminated  other than by death or
disability,  no further  instalments  of options  that have not vested as of the
date of termination will become  exercisable,  and the optionee will be entitled
to exercise vested options for a period of 30 days following termination.  If an
optionee is terminated for cause, any option or unexpired portion granted to the
optionee terminates immediately. Upon termination of employment or engagement of
an optionee by reason of death or permanent and total disability, the optionee's
options  remain  exercisable  for 12 months to the extent  that the  options had
vested and were exercisable on the date of termination.

Each option vests and becomes  exercisable at such times determined by the Board
of Directors at the time of grant.  Holders of options  granted before June 1999
under the Plan cannot  exercise these options more than five years from the date
of grant, or an earlier date as may be fixed by the Board of Directors.  In June
1999,  Pivotal's  shareholders  approved  amendments  to the Plan  which  became
effective on August 5, 1999. These amendments, among other things: (a) permitted
the grant of options with a duration of up to ten years; (b) extended the expiry
date  for the  Plan  from  July  31,  2002 to July 31,  2006;  (c)  deleted  the
requirements for shareholders  approval for future amendments to the Plan, other
than as required by law; (d) allowed  administration  of the Plan by a committee
of the Board of Directors; and (e) permitted the Plan administrator to authorize
two of  Pivotal's  officers  acting  together to make option  grants to eligible
individuals other than executive  officers or directors within limits set by the
Plan administrator.

The amendments  also increased the number of Common Shares reserved for issuance
pursuant to the Plan by: (a) 1,076,186 Common Shares (which,  when combined with
earlier  increases,  resulted  in a maximum of  5,076,186  Common  Shares  being
issuable  under the Plan);  plus (b) an  automatic  increase on the first day of
each fiscal year beginning in 2001, equal to the lesser of 800,000 Common Shares
or 4% of the  average  Common  Shares  outstanding  as used to  calculate  fully
diluted   earnings  per  share  as  reported  in  Pivotal's   annual  report  to
shareholders  for the preceding year.  Should the proposed  changes

                                       11
<PAGE>

be approved,  the number of Common Shares reserved for issuance  pursuant to the
Plan will be (a) 8,376,186 Common Shares;  plus (b) an automatic increase on the
first  day of  each  fiscal  year  equal  to 4% of  the  average  Common  Shares
outstanding as used to calculate fully diluted earnings per share as reported in
Pivotal's annual report to shareholders for the preceding year.

On September 21, 2000, the Board of Directors of the Company  approved a further
increase in the maximum number of Common Shares  reserved for issuance under the
Plan by 1,500,000 Common Shares, from 5,076,186 to 6,576,186, in order to ensure
sufficient options are available to permit the Company to maintain its policy of
granting  options  to  employees  to align  their  interests  with  those of the
Company's  shareholders  prior to the  automatic  increase  which,  as discussed
above, occurred on July 1, 2001.

On September 12, 2001, the Board of Directors of the Company  approved a further
increase in the maximum number of Common Shares  reserved for issuance under the
Plan by 1,000,000  Common  Shares,  from  7,376,186 to 8,376,186 and deleted the
restriction of the lesser of 800,000 Common shares in the automatic  increase on
the first day of each  fiscal  year in order to ensure  sufficient  options  are
available  to permit the Company to maintain  its policy of granting  options to
employees  to align their  interests  with those of the  Company's  shareholders
prior to the automatic  increase which, as discussed above, will not occur until
July 1, 2002.  This  amendment  to the Plan is subject  to the  approval  of the
shareholders  of the Company,  as described in the attached  Schedule "A" and to
the approval of regulatory authorities.

The usual period over which options  become vested under the Plan is four years,
with vesting as to 25% on the first  anniversary  of the date of grant and 12.5%
at the end of each six month period  thereafter,  but the Plan administrator may
provide for different  vesting schedules in particular cases. The exercise price
payable for Common  Shares  purchased  under the Plan must be paid in cash or by
certified  cheque, or other  consideration  with equivalent value at the time of
purchase as the Plan administrator may determine.

Any unexercised  options that expire or that terminate upon an employee  ceasing
to be employed by Pivotal  become  available  again for issuance under the Plan.
The Plan as amended will terminate on July 31, 2006.

A summary of stock options  granted to the Named  Executive  Officers  under the
Plan  during the  financial  year  ended  June 30,  2001 is set out in the table
below.  No  stock  appreciation  rights  ("SARs")  are  outstanding,  and  it is
currently intended that none be issued.

As at  September  12, 2001,  options to purchase  4,215,583  Common  Shares were
outstanding.

<TABLE>

                                             Options Granted During 2001 Financial Year(1)

                                                                           Market Value of
                                                                             Securities
                                             % of Total Exercise         Underlying Options
                             Securities       Options       Price (per     on the Date of      Expiration        Date
           Name             Under Options Granted in the  Common Share)   Grant (per Common       Date         of Grant
<S>                             <C>              <C>             <C>             <C>            <C>             <C>
                                               Year                            Share)
NORMAN B. FRANCIS              25,000          1.06%        US$35.375         US$35.375      Jul. 26, 2010   Jul. 26, 2000

KEITH R. WALES                 25,000          1.06%        US$35.375         US$35.375      Jul. 26, 2010   Jul. 26, 2000

VINCENT D. MIFSUD              20,000          0.85%        US$35.375         US$35.375      Jul. 26, 2010   Jul. 26, 2000

                               80,000          3.40%         US$50.00          US$50.00      Nov. 13, 2010   Nov. 13, 2000

                               20,000          0.85%         US$23.75          US$23.75       Jan. 8, 2011    Jan. 8, 2001

                               130,000         5.53%       US$ 9.4375        US$ 9.4375       Apr. 3, 2011    Apr. 3, 2001

ROBERT A. RUNGE                20,000          0.85%        US$35.375         US$35.375      Jul. 26, 2010   Jul. 26, 2000
</TABLE>

                                       12
<PAGE>
<TABLE>
<S>                             <C>               <C>            <C>            <C>                <C>           <C>

                               20,000          0.85%        US$29.8125       US$29.8125      Jan. 25, 2011   Jan. 25, 2001
                               20,000          0.85%          US$22.00         US$22.00      Apr. 26, 2011   Apr. 26, 2001
                               10,000          0.43%        US$ 9.4375       US$ 9.4375       Apr. 3, 2011    Apr. 3, 2001
KIRK HERRINGTON                10,000          0.43%        US$ 9.4375       US$ 9.4375       Apr. 3, 2011    Apr. 3, 2001
----------------------------
</TABLE>

(1)  All stock options are for Common Shares of the Company.

The following  table  summarizes all stock options  exercised by Named Executive
Officers during the financial year ended June 30, 2001.


Aggregated  Options Exercised During 2001 Financial Year and Financial  Year-End
Option Values(1)

<TABLE>
<S>             <C>             <C>              <C>                      <C>                   <C>
                                                                                            Value of Unexercised
                               Securities                       Unexercised Options at     in-the-Money Options at
                               Acquired on    Aggregate Value        June 30, 2001              June 30, 2001
            Name                Exercise         Realized       Exercisable/Unexercisable  Exercisable/Unexercisable
----------------            ---------------   ---------------   ------------------------- --------------------------

NORMAN B. FRANCIS                  Nil              Nil              50,762/47,088           $738,307/$113,244

KEITH R. WALES                     Nil              Nil              9,375/40,625                  $0/$0

VINCENT D. MIFSUD                52,500         $1,068,983          28,750/308,750          $127,752/$1,905,635

ROBERT A. RUNGE                  15,000          $503,538           10,000/102,500              $0/$382,695

KIRK HERRINGTON                   1,442           $84,761            20,157/69,037           $22,495/$132,631
-----------------------------
</TABLE>

(1)  Based on the  closing  price of the Common  Shares on the  NASDAQ  National
     Market on July 2, 2001, being US$18.20.


Employment and Consulting Contracts

The Company has entered  into  employment  agreements  with each of Robert Runge
(effective from September 8, 1997),  Vincent D. Mifsud  (effective from November
16, 1998) and Kent Roger (Bo) Manning  (effective  from August 22,  2001).  Each
agreement  requires  the  execution  of  confidentiality  agreements  containing
customary  terms,  including  non-solicitation  provisions.  The agreements with
Messrs.  Runge,  Mifsud and Manning  also provide that in the event of dismissal
without just cause or where all or substantially  all of the shares or assets of
Pivotal  are  acquired,  the  standard  vesting  schedule  under  the  Company's
Incentive Stock Option Plan will be accelerated.

Remuneration of Directors

The Company does not pay cash compensation to directors for serving on the Board
of Directors,  but it does reimburse  directors for  out-of-pocket  expenses for
attending  board and committee  Annual  General  Meetings.  The Company does not
provide   additional   compensation  for  committee   participation  or  special
assignments of the Board of Directors. Of the Directors, Messrs. Francis, Wales,
Jaech,  MacKenzie and Gordon received stock options for their  participation  on
the Board of Directors  for the year ended June 30, 2001.  Both Messrs.  Francis
and Wales  received  options  to  purchase  25,000  Common  Shares at a price of
US$35.375  per  share.  Each of Messrs.  Jaech,  MacKenzie  and Gordon  received
options to purchase 40,000 Common Shares at a price of US$36.25 per share.

Report on Executive Compensation

The Compensation  Committee of the Board of Directors  reviews and recommends to
the Board of Directors the compensation and benefits of all Pivotal's  executive
officers and establishes and reviews general  policies  relating to compensation
and benefits of Pivotal's employees.

                                       13
<PAGE>

The Company's  compensation policies and programs are designed to be competitive
with  similar  customer  relationship  management  companies  in the  e-commerce
environment and to recognize and reward  executive  performance  consistent with
the success of the Company's business.  These policies and programs are intended
to attract and retain capable and experienced people.

In  addition  to  industry  comparables,  the  Committee  considers a variety of
factors when determining both compensation  policies and programs and individual
compensation  levels.  These  factors  include the long range  interests  of the
Company and its shareholders, overall financial and operating performance of the
Company  and  the  Committee's   assessment  of  each   executive's   individual
performance   and   contribution   towards  Annual  General  Meeting  goals  and
objectives.

The  total  compensation  plan  for  executive  officers  is  comprised  of four
components:  base salary,  cash  bonuses,  stock  options and an employee  stock
purchase plan. In establishing base salaries,  the Committee reviews competitive
market data for each of the executive  positions and determines  placement at an
appropriate level in a range.  Compensation levels are typically negotiated with
the  candidate  for the  position  prior  to his or her  final  selection  as an
executive officer. The compensation range for executives normally moves annually
to reflect external  factors such as inflation.  Cash bonuses are used to reward
officers for meeting specific  performance targets as mutually agreed upon on an
annual  basis.  The third  component of the  compensation  plan is the Incentive
Stock Option Plan,  which is intended to emphasize  management's  commitment  to
growth of the Company  and the  enhancement  of  shareholder  value.  The fourth
component of the compensation plan is the employee stock purchase plan, which is
used to  encourage  participants  to remain in the employ of the  Company and to
have a strong  commitment  to, and a personal  interest  in, the  success of the
Company.

Performance Graph

The  following  graph  compares the monthly  percentage  change in the Company's
cumulative  total  shareholder  return on its Common Shares with the  cumulative
total return of the NASDAQ National Market(1),  for the period from July 1, 2000
to June 30, 2001.

[The  performance  graph is presented  in a bar graph  format that  compares the
performance of Pivotal common shares with other stock indices]

                                       14
<PAGE>

Note:(1) The Company  completed an initial  public  offering and its  securities
     were listed on the NASDAQ  National Market on August 5, 1999. The Company's
     securities were listed on the Toronto Stock Exchange on August 17, 2000.


        INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

During the year ended June 30, 2001,  an aggregate of $320,000 was loaned to the
directors,  executive officers or senior officers of the Company or any proposed
nominees for directors of the Company,  or any associates of any of them, or any
subsidiary  thereof.  Of the  $320,000,  $250,000 was loaned to Vincent  Mifsud,
Chief Operating  Officer,  Chief Financial Officer and Executive Vice President.
The largest amount of Mr. Mifsud's loan  outstanding  during the year ended June
30, 2001 and the amount  outstanding  as at September 12, 2001 is $250,000.  The
loan to Mr. Mifsud is non-interest  bearing,  due within one year and is secured
by certain shares of a private company.


                  INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

To the  knowledge  of  management  of the  Company,  no insider  or nominee  for
election  as a  director  of the  Company  had  any  interest  in  any  material
transaction involving the Company during the year ended June 30, 2001 or has any
interest in any actual or proposed material transaction involving the Company in
the current year.


             INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or senior officers of the Company,  nor any person who has
held such a position  since the beginning of the last  completed  financial year
end of the Company,  nor any proposed  nominee for election as a director of the
Company,  nor any  associate  or  affiliate of the  foregoing  persons,  has any
substantial  or material  interest,  direct or  indirect,  by way of  beneficial
ownership of securities or otherwise, in any matter to be acted on at the Annual
General Meeting.


                    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company is a "foreign  private issuer" under the Securities  Exchange Act of
1934 (the "Act") and as such its insiders are not required to file reports under
section 16(a) of the Act.


                                 OTHER BUSINESS


At this time  management  knows of no other  business  proposed  for the  Annual
General Meeting.


         DATED at Vancouver, British Columbia this 12th day of October, 2001.


                                          BY ORDER OF THE BOARD OF DIRECTORS

                                          (signed) DIANE MALAHERSecretary





                                       15
<PAGE>





                                  Schedule "A"

     Proposed Text of Resolution  Regarding  Amendment to Incentive Stock Option
Plan


     BE IT RESOLVED,  as an ordinary  resolution of the  shareholders of Pivotal
Corporation (the "Company") that, subject to receipt of all necessary regulatory
approvals:

     (a)  the maximum  number of common shares  reserved for issuance  under the
          Company's Incentive Stock Option Plan (the "Plan") is hereby increased
          by 1,000,000 common shares,  from 7,376,186 common shares to 8,376,186
          common shares;

     (b)  Section 5(a) of the Plan is hereby  amended by deleting the words "the
          lesser of (i) 800,000 shares or (ii)";

     (c)  the  Plan,  as  amended,  is  hereby  confirmed  and  approved  as the
          Company's Incentive Stock Option Plan; and

     (d)  any one  director  or officer is hereby  authorized,  on behalf of the
          Company, to execute and deliver all documents or take all steps as may
          be necessary or advisable  in  connection  with,  and in order to give
          effect to, the foregoing resolutions.







<PAGE>


                               PIVOTAL CORPORATION
                               (CUSIP #72581R106)

                      SUPPLEMENTAL MAILING LIST RETURN CARD


National   Policy   Statement   No.  41  adopted  by  the  Canadian   Securities
Administrators  establishes  an exemption to the  requirement  to send unaudited
interim  financial  statements  to  shareholders.  If you  wish to  receive  the
unaudited interim financial statements of Pivotal Corporation, you must complete
this form and forward it, either with your proxy or separately,  to our transfer
agent at the following address:

                            CIBC Mellon Trust Company
                                   Suite 1600
                            1066 West Hastings Street
                           Vancouver, British Columbia
                                     V6E 3X1

Please note that both registered and non-registered  shareholders  should return
this form.  Registered  shareholders  will not  automatically  receive unaudited
interim  financial  statements.  (Registered  shareholders are those with shares
registered  in  their  name;  non-registered   shareholders  have  their  shares
registered in an agent, broker or bank's name).

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Please put my name on the  Supplemental  Mailing  list to receive the  unaudited
interim financial statements of Pivotal Corporation (CUSIP #72581R106).



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(First Name and Surname)


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(Number and Street)


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(City)                        (Province)                          (Postal Code)


Signature:________________________      __________________________________
         (Signature of Shareholder)                   (Date)





<PAGE>


                               PIVOTAL CORPORATION
                         Suite 300 - 224 West Esplanade
                           North Vancouver, BC V7M 3M6
                                      PROXY
                       FOR THE 2001 ANNUAL GENERAL MEETING
                                NOVEMBER 15, 2001
              THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY

The  undersigned  shareholder  of Pivotal  Corporation  (the  "Company")  hereby
appoints Kent Roger (Bo) Manning, or failing him, Andre J. Beaulieu,  or failing
either of them  ___________________________ as the proxyholder for and on behalf
of the undersigned to attend,  act and vote for and on behalf of the undersigned
at the Annual General Meeting (the "Annual General Meeting") of the shareholders
of the  Company  to be held at The Delta  Pinnacle  Hotel,  1128  West  Hastings
Street, Vancouver, British Columbia, on Thursday, November 15, 2001 at 2:30 p.m.
and at any adjournment  thereof,  to the same extent and with the same powers as
if the undersigned were present at the Annual General Meeting or any adjournment
thereof, and, without limiting the foregoing, the persons named are specifically
directed to vote as  indicated  below.  For further  information  regarding  the
Annual  General  Meeting and the  matters  that will be acted upon at the Annual
General Meeting,  reference is specifically  made to the accompanying  Notice of
Annual General Meeting,  and Management  Information Circular and Form of Proxy,
both dated October 12, 2001.  The  instructions  to this proxy form part of this
proxy.
The  undersigned  directs  the  proxyholder  appointed  by this proxy to vote as
follows:

1.   To elect the  following  persons as directors of the Company until the next
     annual general meeting:

         Kent Roger (Bo) Manning....FOR  |_|         WITHHOLD  |_|
         Norman B. Francis..........FOR  |_|         WITHHOLD  |_|
         Keith R. Wales.............FOR  |_|         WITHHOLD  |_|
         Jeremy A. Jaech............FOR  |_|         WITHHOLD  |_|
         Robert J. Louis............FOR  |_|         WITHHOLD  |_|
         Steven M. Gordon...........FOR  |_|         WITHHOLD  |_|

2.   To approve and confirm  amendments to the Company's  Incentive Stock Option
     Plan as described in the accompanying Information Circular.
                                  FOR  |_|            AGAINST  |_|

3.   To appoint Deloitte & Touche LLP, Chartered Accountants,  as auditor of the
     Company until the next annual general meeting at a remuneration to be fixed
     by the directors of the Company.
                                    FOR  |_|         WITHHOLD  |_|

EXECUTED on the _____ day of __________________, 2001.

_____________________________________________       ____________________________
Signature of Shareholder (or Authorized             Number of Common Shares Held
Attorney or Signatory on behalf of Shareholder)

_____________________________________________
Name of Shareholder (Please Print Clearly)

_____________________________________________
Address

_____________________________________________
City/Province


INSTRUCTIONS:
1. The common shares  represented by this proxy will, on any ballot, be voted as
you may  have  specified  by  marking  an "X" in the  spaces  provided  for that
purpose.  IF NO CHOICE IS  SPECIFIED  AND EITHER OF KENT  ROGER (BO)  MANNING OR
ANDRE J. BEAULIEU IS APPOINTED AS  PROXYHOLDER,  THE COMMON SHARES WILL BE VOTED
AS IF YOU HAD SPECIFIED AN AFFIRMATIVE VOTE.

2. YOU MAY APPOINT AS  PROXYHOLDER  SOMEONE OTHER THAN THE PERSONS NAMED IN THIS
PROXY BY STRIKING OUT THEIR NAMES AND INSERTING IN THE BLANK SPACE  PROVIDED THE
NAME OF THE PERSON YOU WISH TO ATTEND AND ACT AS  PROXYHOLDER,  AND THAT  PERSON
NEED NOT BE A SHAREHOLDER OF THE COMPANY.  IF THE INSTRUCTIONS ON THIS PROXY ARE
CERTAIN, THE COMMON SHARES REPRESENTED BY THE PROXY WILL BE VOTED ON ANY POLL IN
ACCORDANCE WITH SUCH  INSTRUCTIONS,  AND WHERE YOU SPECIFY A CHOICE WITH RESPECT
TO ANY  MATTER TO BE ACTED ON, THE  COMMON  SHARES  WILL BE VOTED ON ANY POLL IN
ACCORDANCE WITH THE SPECIFICATIONS SO MADE.

3. THIS PROXY  ALSO  CONFERS   A  DISCRETIONARY  AUTHORITY  TO VOTE   THE COMMON
SHARES WITH RESPECT TO:

(a)  AMENDMENTS TO, OR VARIATIONS OF, MATTERS IDENTIFIED IN THE NOTICE OF ANNUAL
     GENERAL MEETING; AND

(b)  OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING,

BUT ONLY IF MANAGEMENT HAS NOT BEEN MADE AWARE, A REASONABLE  TIME PRIOR TO THIS
SOLICITATION,  THAT  THE  AMENDMENTS,  VARIATIONS  OR  OTHER  MATTERS  ARE TO BE
PRESENTED FOR ACTION AT THE ANNUAL GENERAL MEETING.  No matters other than those
stated in the attached Notice of Annual General  Meeting are, at present,  known
to be  considered  at the Annual  General  Meeting but, if such  matters  should
arise,  proxies  will be voted in  accordance  with  the  best  judgment  of the
proxyholder.

4. In order to be valid this proxy must be signed by the  shareholder  or by his
or her attorney  duly  authorized  in writing or, in the case of a  corporation,
executed  under its corporate  seal or by an officer or officers or attorney for
the corporation duly authorized. If this proxy is executed by an attorney for an
individual  shareholder  or joint  shareholder  or by an officer or  officers or
attorney of a corporate shareholder not under its corporate seal, the instrument
so empowering the officer or officers or the attorney,  as the case may be, or a
notarial copy thereof,  should  accompany the proxy. The signature and name must
conform to the name of the shareholder as registered. Executors,  administrators
and trustees signing on behalf of the registered shareholder should so indicate.
If common shares are jointly held,  either of the registered owners may sign the
proxy. If this proxy is not dated in the blank space provided, it will be deemed
to bear the date on which it was mailed by management of the Company.

5.  This  proxy  may not be used at the  Annual  General  Meeting  unless  it is
deposited  at the office of CIBC Mellon Trust  Company at Suite 1600,  1066 West
Hastings Street,  Vancouver,  British Columbia,  V6E 3X1, Attention:  Ms. Leslie
MacFarlane before 2:30 p.m.  (Vancouver time) on Tuesday,  November 13, 2001, or
not less than 48 hours (excluding Saturdays and holidays) before any adjournment
of the Annual General  Meeting.  The Chairman of the Annual General  Meeting has
the discretion to accept proxies received subsequently.