1000391399 Ontario Inc entered into an arrangement agreement to acquire remaining 97.9% stake in Smart Employee Benefits Inc. (TSXV:SEB) from a group of shareholders for CAD 51.6 million on January 3, 2023. Under the terms of the transaction, 1000391399 a wholly-owned subsidiary of Co-operators Financial Services Limited (“CFSL”), will acquire 171,868,090 SEB shares representing approximately 97.9% of the current issued and outstanding SEB shares for CAD 0.3 per share. The aggregate purchase price will be funded CFSL's from current cash balance. Post the transaction, CFSL along with it's wholly-owned subsidiary 1000391399 will own 100% stake in SEB. SEB will pay a termination fee of CAD 4.5 million to CFSL in case SEB terminates the transaction. Following completion of the transaction, SEB will continue to operate as a stand-alone entity and SEB Shares will be delisted from the TSX Venture Exchange.

The transaction is subject to approval of 66.67% of votes cast by the SEB shareholders, approval of the Ontario Superior Court of Justice, approval of the TSX Venture Exchange and other closing conditions. SEB appointed a special committee of independent directors and based on the unanimous recommendation of the SEB Special Committee, Board of Directors of SEB have unanimously approved the transaction. The transaction has also been unanimously approved by the Board of Directors of CFSL. The directors and certain senior officers of SEB who collectively own approximately 24% voting interest in SEB have entered into voting support agreements. As of January 18, 2023, an interim court order was obtained from the Ontario Superior Court of Justice. As of January 23, 2023, conditional approval was obtained from the TSX Venture Exchange. As of February 21, 2023, shareholders of Smart Employee Benefits Inc. approved the plan of arrangement at a special meeting of Shareholders. Transaction is expected to close in the first quarter of 2023. SEB intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Transaction at a hearing expected to be held on February 23, 2023. Subject to obtaining all required approvals and satisfying all required conditions, the Transaction is expected to close on or about March 1, 2023.

TD Securities Inc. acted as financial advisor and Gesta Abols and Zach Austin of Fasken Martineau DuMoulin LLP acted as legal advisors to CFSL. Echelon Wealth Partners Inc. acted as financial advisor to SEB and provided fairness opinion to SEB Special Committee and Board of Directors. WeirFoulds LLP acted as legal counsel to the SEB Special Committee. Gregory Harris and Derek Yu of Harris + Harris LLP acted as legal advisors to Smart Employee. Computershare Investor Services Inc. acted as depositary and Computershare Trust Company of Canada acted as transfer agent and registrar to SEB.

1000391399 Ontario Inc completed the acquisition of remaining 97.9% stake in Smart Employee Benefits Inc. (TSXV:SEB) from a group of shareholders on March 1, 2023. As a result of the Transaction, the SEB Shares will be delisted from the TSX Venture Exchange.