Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) is pleased to announce the following updates:

Board of Director and Chairman Changes – Our Chairman, Ronald Barbaro has resigned as Chairman and Director of the Company. Mr. Barbaro has been Chairman and Director from the early stages when SEB was founded. Mr. Barbaro remains one of the largest shareholders of SEB and committed to the success of the Company. Mr. Barbaro is scaling back his business activities to focus more on family. We thank Mr. Barbaro for his leadership and commitment to the Company over the years.

States John McKimm, President/CEO of Smart Employee Benefits Inc., “Ron has been an incredible resource and mentor in building SEB over the years. Ron’s lifetime of global experience in the insurance industry has been invaluable in developing and executing SEB’s business model and strategy. Over the years, Ron has been a pillar of strength and commitment at pivotal points in the development of SEB.”

Philp Armstrong has assumed the role of Chairman of the Board – Mr. Armstrong has been a Director of the Company since May 2017. He has been a member and Chair of the Governance and Compensation Committee. Mr. Armstrong has also been a member of the Company’s Special Committee established to provide guidance to management during the process of finalizing the Company’s strategic investment from The Co-operators Group. Mr. Armstrong brings a wealth of financial services, capital market and public market expertise to SEB. Mr. Armstrong is also a substantial shareholder of SEB from the days SEB was founded.

States John McKimm, President/CEO of Smart Employee Benefits Inc., “We are pleased to welcome Philip as our new Chairman of the Board. I have worked with Philip for a number of years, both as a Board member of SEB and previously on other entities where Philip was President/CEO. I am pleased that Philip has accepted this new responsibility and look forward to his support and guidance as our new Chairman of the Board.”

Stephen Peacock Appointment as Vice Chairman of the Board – Mr. Peacock has been appointed as Vice Chairman of the Board. Mr. Peacock has been a founding Director of SEB since the Company became public. He has been Chair of the Audit Committee and a member of other Board Committees including the Governance and Compensation Committee and the Special Committee in providing guidance to the strategic investment from The Co-operators Group.  Mr. Peacock has a wealth of public market and merger and acquisition expertise. Mr. Peacock will remain Chair of the Audit Committee and a member of the Governance and Compensation Committee. Mr. Peacock is also a significant shareholder of SEB from the days SEB was founded.

Mohamad El Chayah Appointment as Chief Operating Officer (“COO”) – The Company is also pleased to announce the appointment of Mr. El Chayah as COO of SEB. Mr. El Chayah will retain his position and responsibilities as President/CEO of the Benefits Division of the Company. His additional responsibilities as COO of SEB will include strategic and operational oversight of both the Technology Division and the Benefits Division. Mr. El Chayah joined SEB in May 2016 from Aon Hewitt. He has provided critical leadership in advancing the business opportunities and technology roadmap for the Benefits Division. He was instrumental in the acquisition of Aon’s benefit administration business in April, 2017. During his tenure, he has also worked closely with the leadership of the Technology Division. These COO new responsibilities are intended to operationally consolidate the business strategy, sales strategy, and technology roadmap of both the Technology and Benefits Divisions. The consolidated efforts of both divisions have been critical in winning over $100M of new contracts in the past 18 months, in particular recent wins which add over 50,000 new plan members on multi-year contracts to the Benefits Division. Mr. El Chayah has more than 15 years global experience in managing sales and delivery operations and technology solutions for global clients, in Canada, Europe and the Middle East, including multiple benefits related solutions and clients.

Stock Options and Restricted Share Units

The Company has granted share-based compensation to its independent directors. 

Pursuant to the Company’s Omnibus Long-Term Incentive Plan (the “Plan”), it has granted stock options to its directors exercisable into an aggregate 3,500,000 common shares.  The stock options are exercisable at $0.15 per share with a 30-month term, with 20% of the options vesting immediately and 20% vesting every 6 months thereafter.

The Company has also granted an aggregate of 1,690,833 restricted share units (“RSUs”) to its directors in accordance with the Plan.  The RSUs will vest in stages over the next three years.  Each vested RSU entitles the holder to acquire one common share of the Company.

Debt Conversion

The Company has agreed with its directors to issue an aggregate of 2,858,175 common shares (“Debt Shares”) to its directors in exchange for the cancellation of an aggregate of $428,726 in net after tax directors’ fees owing. The Debt Shares are being issued at a deemed price of $0.15.

The issuance of the Debt Shares is subject to the approval of the TSX Venture Exchange. All shares issued pursuant to the debt conversion will be subject to a statutory four (4) month hold period.

The above noted transactions extinguish all debt obligations to the directors.

ABOUT SEB

SEB is a Business Process Automation and Outsourcing Technology Company providing software, solutions and services to a national and global client base. SEB has a specialty growth focus in cloud enabled SaaS processing solutions for managing employer and government sponsored benefit plans on a BPO (Business Processing Outsourcing) business model, globally. This is a major growth focus, SEB currently serves corporate and government clients across Canada and internationally. Over 80% of SEB’s revenues derive from government, insurance and healthcare organizations. SEB’s technology infrastructure of over 650 multi-certified technical professionals, across Canada and globally, is a critical competitive advantage in supporting the implementation and management of SEB’s Benefits Processing Solutions into client environments. SEB’s Benefits Processing Solutions can be game changing for SEB clients.

The core expertise of SEB is automating business processes utilizing SEB proprietary software solutions combined with solutions of third parties through joint ventures and partnerships. SEB’s client acquisition model in benefits processing is “Channel Partnerships” where SEB processing solutions both improve cost structures and enable new revenue models for Channel Partners and clients. All SEB solutions are cloud enabled and can be delivered on a SaaS platform. SEB solutions turn cost centers to profit centers for our Benefits Processing Channel Partners.

For further information about SEB, please visit www.seb-inc.com.

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 CONTACTS:

John McKimm

President/CEO/CIO

Office (888) 939-8885 x 2354

Cell (416) 460-2817