Smart Employee Benefits Adopts Advance Notice By-Law

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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Smart Employee Benefits Inc.
John McKimm
President/Chief Executive Officer
[phone]
[e-mail]


Smart Employee Benefits Inc.
Shelly Frank
Vice-President, Marketing
[phone] x 358
[e-mail]


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


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