SEB Smart Employee Benefits Inc

Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) (OTCQB: SEBFF), an Insurtech provider of cloud based, end-to-end IT and Benefit Processing solutions for the life and group benefits marketplace and government, is pleased to announce that the Company’s annual meeting of shareholders (the “Meeting”) is scheduled to be held virtually on May 31, 2022 at 4:00 p.m. (Toronto time) and that it has filed its Meeting materials in connection thereto. The record date has been set as April 25, 2022 to determine the shareholders entitled to receive notice of and vote at the Meeting. Further details concerning the virtual Meeting are included in the management information circular dated April 27, 2022 (the “Circular”) that has been filed under the Company’s profile at www.sedar.com and mailed to shareholders.

As part of the Meeting, SEB will be seeking shareholder approval to effect a consolidation of the Company's issued and outstanding common shares at a ratio to be determined by the directors of the Company, on a one (1) for up to ten (10) basis, such that up to every ten (10) issued and outstanding pre-consolidation common shares are consolidated into one (1) post-consolidation common share (the “Consolidation”), as more particularly described in the Circular. The Company has decided to seek shareholder approval for the Consolidation in order to enhance the marketability of the Company’s common shares as well as increase the Company’s flexibility with respect to potential business transactions, including financings. If the Consolidation is approved by shareholders and the Company’s board of directors decides to proceed with the Consolidation, the number of common shares will be reduced from 171,227,700 (as of the date of the Circular) to approximately 17,122,770 (assuming a one for ten Consolidation ratio).

The Consolidation is subject to shareholder approval by not less than two-thirds of the votes cast by shareholders entitled to vote at the Meeting, as well as TSX Venture Exchange approval. The Company is not expected to change its name or trading symbol in conjunction with the Consolidation. For clarity, the Company will not be proceeding on the basis of the one for five share consolidation that was previously approved by shareholders at last year’s annual meeting.

Assuming the Consolidation is approved at the Meeting, registered shareholders are advised not to mail in the certificate(s) representing their common shares until they receive a letter of transmittal and confirmation from the Company by way of news release that the board of directors of the Company has decided to implement the Consolidation.

About Smart Employee Benefits Inc. (“SEB”):SEB is an Insurtech company focused on Benefits Administration Technology driving two interrelated revenue streams – software/solutions and services. The Company is a proven provider of leading-edge IT and benefits processing software, solutions and services for the Life and Group benefits marketplace and government. We design, customize, build and manage mission critical, end-to-end technology, people and infrastructure solutions using SEB’s proprietary technologies and expertise and partner technologies. We manage mission critical business processes for over 150 blue chip and government accounts, nationally and globally. Over 90% of our revenue and contracts are multi-year recurring revenue streams contracts related to government, insurance, healthcare, benefits and e-commerce. Our solutions are supported nationally and globally by over 600 multi-certified technical professionals in a multi-lingual infrastructure, from multiple offices across Canada and globally.

Our solutions include both software and services driven ecosystems including multiple SaaS solutions, cloud solutions & services, managed services offering smart sourcing (near shore/offshore), managed security services, custom software development and support, professional services, deep systems integration expertise and multiple specialty practice areas including AI, CRM, BI, Portals, EDI, e-commerce, digital transformation, analytics, project management to mention a few. The Company has more than 20 strategic partnerships/relationships with leading global and regional technology and consulting organizations.

Forward-looking Statements: Certain information in this release, may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS RELEASE REPRESENTS THE COMPANY’S CURRENT EXPECTATIONS AND, ACCORDINGLY, IS SUBJECT TO CHANGE. HOWEVER, THE COMPANY EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

All figures are in Canadian dollars unless otherwise stated.

Media and Investor Contact John McKimm President/CEO/CIO Office (888) 939-8885 x 2354 Cell (416) 460-2817 john.mckimm@seb-inc.com www.seb-inc.com