Absolute Software Amends New Equity Plans to be Considered at Upcoming Annual Meeting

VANCOUVER, British Columbia & SAN JOSE, Calif. – December 2, 2021 – Absolute Software Corporation (Nasdaq: ABST) (TSX: ABST), a leader in self-healing Zero Trust solutions, today announced that it has amended its new Omnibus Equity Incentive Plan (“OEIP”) and 2021 Employee Stock Ownership Plan (the “2021 ESOP”) to (i) reduce the cap on the aggregate number of common shares that may be issued pursuant to these plans from 9% to 8.8% of the aggregate number of issued and outstanding common shares from time to time, and (ii) update the change of control clause in the OEIP.

The Meeting & Voting

Absolute’s annual general meeting (the “Meeting”) is currently set to be held on December 14, 2021 at 2:00 p.m. (PT) at Suite 2600, 595 Burrard Street, Vancouver, British Columbia, and virtually online at https://meetnow.global/MG7CYCH. In Absolute’s management information circular dated November 15, 2021 (the “Circular”), Absolute’s shareholders have been asked to approve the OEIP and the 2021 ESOP. The subject resolutions will now represent approval of the OEIP and the 2021 ESOP with the amendments described below included.

Shareholders are encouraged to vote their shares well in advance of the official proxy voting deadline on December 10, 2021 at 2:00 p.m. (PT). Shareholders who have questions or require assistance with voting should contact Laurel Hill Advisory Group at 1-877-452-7184 (North American toll-free), 416-304-0211 (calls outside North America) or by email at [email protected].

The Plan Amendments

The OEIP has been amended to decrease the rolling maximum number of common shares that can be reserved under the OEIP (together with Absolute’s other equity compensation arrangements) from the initial proposal of 9% of Absolute’s issued and outstanding shares from time to time to 8.8% of Absolute’s issued and outstanding common shares from time to time.

As a result, Absolute has also made a corresponding amendment to the 2021 ESOP to provide that the maximum number of common shares that can be reserved under Absolute’s equity compensation arrangements (including the OEIP and the 2021 ESOP) cannot exceed 8.8% of Absolute’s issued and outstanding common shares from time to time.

Additionally, Absolute has amended the OEIP to replace the change of control clause with a clause that clarifies the treatment of awards on a change of control event.  The revised language is included with this press release at Appendix A.

All other matters to be considered at the Meeting, including the remaining provisions of the OEIP and the 2021 ESOP, remain unchanged from, and are further described in, the Circular, available under Absolute’s profile on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).