ITEM 5.07 Submission of Matters to a Vote of Security Holders

On December 21, 2021, Evolving Systems, Inc. ("Evolving Systems" or the "Company") held a special meeting of stockholders (the "Special Meeting") to vote on the following matters:

1. To approve the sale and transfer of substantially all of the direct and


    indirect operating subsidiaries of Evolving Systems and all of its assets (the
    "Sale") to ETI-NET, Inc., a Quebec corporation ("ETI-NET"), Said Hini, an
    individual ("Hini"), and Investissements RIV Europe Limitee, a Quebec
    corporation ("IRE" and, together with Hini and ETI-NET, "Buyers") pursuant to
    that certain Equity Purchase Agreement dated October 15, 2021, by and among
    Evolving Systems, Evolving Systems Holdings Ltd. and Buyers (the "Equity
    Purchase Agreement"), that certain Software Purchase Agreement dated
    October 15, 2021, by and among Evolving Systems, Evolving Systems NC, Inc. and
    ETI-NET (the "US Software Purchase Agreement"), and that certain Software
    Purchase Agreement dated October 15, 2021, by and among Evolving Systems,
    Evolving Systems Limited and ETI-NET (the "UK Software Purchase Agreement" and
    together with the US Software Purchase Agreement and the Equity Purchase
    Agreement, the "Purchase Agreements");



2. To approve, on an advisory (non-binding) basis, certain compensation that may


    be paid or become payable to Evolving Systems' named executive officers in
    connection with the Sale; and



3. To adjourn the Special Meeting to a later time or date, if necessary or

appropriate (as determined in good faith by our board of directors), from time

to time, to solicit additional proxies if there are insufficient votes at the

time of the Special Meeting to approve the Sale.

As of the close of business on November 16, 2021, the record date for the Special Meeting, there were 12,257,715 shares of Evolving Systems' common stock issued and outstanding and entitled to vote at the Special Meeting. 8,198,726 shares of the Company's common stock were represented in person or by proxy at the Special Meeting, constituting a quorum. A summary of the voting results for the proposals is set forth below:

Proposal 1: Approval of the Sale:

The Company's stockholders voted to approve the Sale. The following are tabulated votes "For" and "Against" the Sale, as well as the number of "Abstentions":





For         Against   Abstained
7,703,721   483,994   11,011



Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Compensation that may be Payable to Certain Named Executive Officers in Connection with the Sale

The Company's stockholders approved on an advisory (non-binding) basis, specified compensation that may be paid or become payable to the named executive officers of the Company in connection with the Sale. The following are the tabulated votes "For" and "Against" this proposal, as well as the number of "Abstentions":





For         Against   Abstained
7,045,279   972,358   181,089



Proposal 3: Adjournment of the Special Meeting

Because the Company's stockholders approved the Sale, the vote on the proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve the Sale was not called.

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