ISS and Glass Lewis Recommend Absolute Software Shareholders Vote FOR the Arrangement with Crosspoint

Absolute Software (NASDAQ: ABST) (TSX: ABST) (“Absolute” or the “Company”), the only provider of self-healing, intelligent security solutions, is pleased to announce that both leading independent proxy advisors, Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), have recommended Absolute shareholders vote FOR the plan of arrangement with Crosspoint Capital Partners, L.P. (the “Arrangement”).

Absolute shareholders will receive an all-cash consideration of US$11.50 per share under the terms of the Arrangement, which represents a premium of approximately 34% to the closing price of Absolute common shares (“Shares”) on the Nasdaq Global Market (“NASDAQ”) on May 10, 2023, and a premium of approximately 38% to the Company’s 30-day volume-weighted average price of the Shares on the NASDAQ for the period ending on May 10, 2023, being the last trading day on the NASDAQ prior to the execution of the Arrangement Agreement. More information about the Arrangement can be found in the Company’s management information circular filed under the Company’s SEDAR and EDGAR profiles on May 26, 2023, and also available on Absolute’s website, at https://www.absolute.com.

Securityholders are encouraged to vote FOR the Arrangement by no later than 10:00 a.m. (Pacific Time) on June 27, 2023, being the proxy cut-off for the Company’s special meeting of shareholders to be held at 10:00 a.m. Pacific Time on June 29, 2023 (the “Meeting”) at Suite 3500 – 1133 Melville Street, Vancouver, British Columbia. Non-registered shareholders are reminded that they must complete, sign and submit their voting instruction forms in advance of the proxy cut-off in accordance with the instructions provided by their intermediary.

In its endorsement of the Arrangement, ISS cited the below factors:

Comprehensive Process:

“The market check process appears to be comparable to, or more extensive than many recent similar software take-private transactions in the North American market…The board placed a healthy amount of emphasis on considering alternative structures, such as a PIPE transaction, and supplied credible reasons for showing eventual preference to an outright acquisition.”

Valuation:

“The valuation was established using standardized metrics and seems validated by the range of other offers received around the time of the sale… the offer represents a premium to the unaffected price, the sale process (and valuation) appears reasonable considering the surrounding fact pattern, and there are credible downside risks of non-approval. As such, support for the proposal is warranted.”