Co-operators Financial Services Limited (“Co-operators”), a wholly owned subsidiary of The Co-operators Group Limited, and Smart Employee Benefits Inc. (TSXV: SEB) (OTCQB: SEBFF) (“SEB”) announced today that they have entered into an arrangement agreement (the “Arrangement Agreement”) dated January 3, 2023 pursuant to which Co-operators will, indirectly through its wholly-owned subsidiary, acquire all of the issued and outstanding common shares of SEB (“SEB Shares”) by way of a statutory plan of arrangement (“Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Transaction”).