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Smart Employee Benefits Adopts Advance Notice By-Law

TORONTO, ONTARIO -- (Marketwired) -- 04/17/14 -- Smart Employee Benefits Inc. ("SEB" or the "Company") (TSX VENTURE:SEB) announced that the board of directors of SEB (the "Board") has approved the adoption of an advance notice by-law (the "Advance Notice By-law").

The Advance Notice By-law sets forth provisions requiring advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to: (i) a "proposal" made in accordance with the Business Corporations Act (Ontario) (the "Act"); or (ii) a requisition of the shareholders made in accordance with the Act. In particular, the Advance Notice By-law fixes a deadline by which holders of record of common shares of SEB must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the Company for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Advance Notice By-law.

The purpose of the Advance Notice By-law is to provide a clear and transparent process for all shareholders to follow if they intend to nominate directors. The Advance Notice by-law provides a reasonable time frame for shareholders to notify the Company of their intention to nominate directors.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made (the "Notice Date"), notice by the nominating shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date.

In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

The Advance Notice By-law is now effective and in force. The Advance Notice By-law will be put to shareholders of the Company for ratification at its upcoming annual meeting of shareholders scheduled for May 20, 2014 at 4:00 p.m. (Toronto time) at the National Club, 303 Bay Street, Toronto, Ontario.

If the Advance Notice By-law is not confirmed at the meeting by ordinary resolution of shareholders, the Advance Notice By-law will terminate and be of no further force and effect following the termination of such shareholders' meeting.

The full text of the Advance Notice By-law is available via SEDAR at www.sedar.com or upon request by contacting the Company.

Disclosure regarding forward-looking statements

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the anticipated date of the Company's annual shareholders' meeting and the anticipated shareholder ratification of the Advance Notice By-law. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The Company's annual meeting may be delayed. Shareholders may not ratify the Advance Notice By-law. Accordingly, there is a risk that the Advance Notice By-law will only be in force until the end of the Company's upcoming annual meeting of shareholders.

The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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

Contacts:
Smart Employee Benefits Inc.
John McKimm
President/Chief Executive Officer
(416) 460-2817
[email protected]

Smart Employee Benefits Inc.
Shelly Frank
Vice-President, Marketing
(888) 939-8885 x 358
[email protected]

First Canadian Capital Corp.
Dan Boase
416-742-5600 or 1-866-580-8891
[email protected]

First Canadian Capital Corp.
Eric Balog
416-742-5600 or 1-866-580-8891
[email protected]

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