PEO People Corporation

People Corporation (the “Company”) (TSX Venture: PEO) is pleased to announce both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis and Co., LLC (“Glass Lewis”) have recommended that holders (the “Shareholders”) of common shares (the “Shares”) of the Company vote FOR the proposed plan of arrangement (the “Arrangement”) with  an entity (the “Purchaser”) controlled by certain investment funds managed by the Merchant Banking business of Goldman Sachs & Co. LLC. ISS and Glass Lewis are independent proxy advisory firms who provide voting recommendations to institutional shareholders.

Under the Arrangement, shareholders will receive $15.22 in cash per Share, other than certain senior management shareholders (the “Rollover Shareholders”) who will receive, in respect of certain of their Shares, consideration consisting of cash and shares of the direct parent of the Purchaser.

Favourable ISS and Glass Lewis Recommendations

In reaching its conclusion ISS noted:

“The all-cash consideration will allow shareholders to exit their investment at a significant premium to the company's unaffected share price and a significant premium over its all-time high. Furthermore, the consideration appears to represent a significant premium over the company's historical valuation levels. Finally, it appears the company ran a robust strategic review and sale process, and terms of the transaction give the board the ability to respond to superior proposals. In light of those above reasons and the favourable market reaction, shareholder approval of this resolution is warranted.”

Glass Lewis’ report states that:

“Overall, given the scope of the sale process and the number of parties involved, we believe the board has taken generally reasonable steps to conduct a check of the market prior to entering into the proposed transaction agreement. In this case, we see no reason to doubt that the proposed transaction likely represents the most favorable offer available to People shareholders at the present time… Accordingly, we recommend that shareholders vote FOR this proposal.”

The Meeting

The special meeting of Shareholders to vote on the Arrangement is scheduled to be held in a virtual format only on February 11, 2021 at 9:00 a.m. (Winnipeg time) via live audio webcast online at https://web.lumiagm.com/220899676.

YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

The proxy voting deadline is 9:00 a.m. (Winnipeg time) on February 9, 2021

The Board of Directors (with Laurie Goldberg, as Executive Chairman, CEO and a Rollover Shareholder, abstaining) unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

Full details of the Arrangement are described in the Company’s management information circular dated January 13, 2021 (the “Circular”) and can be found on the Company’s website at https://www.peoplecorporation.com/special-meeting. The Circular is also available under the Company’s profile at www.sedar.com.

How to Vote

Your vote is important regardless of the number of Shares you own.

Voting for Beneficial Shareholders

• INTERNET: Go to www.proxyvote.com and enter your 16-digit control number found on your voting instruction form to vote online.
• TELEPHONE: Call 1-800-474-7493 and enter your 16-digit control number found on your voting instruction form to vote by telephone.

Voting for Registered shareholders

• INTERNET: Go to www.voteproxyonline.com. Enter the 12-digit control number printed on the form of proxy and follow the instructions on the screen.
• FAX: Complete, date and sign the proxy and fax it to 1-416-595-9593.

Shareholder Questions and Assistance

If you have questions relating to the Arrangement, or require voting assistance, please contact People Corporation’s shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada (+1-416-304-0211 for international calls) or by e-mail at assistance@laurelhill.com.

About People Corporation

People Corporation is a leading provider of group benefits, group retirement and human resource services with approximately 1,150 talented professionals serving organizations across Canada. Bringing deep industry and subject matter expertise, proprietary technology platforms and an innovative suite of services to each client engagement, we deliver uniquely valuable insights and solutions to make a positive difference to your people and your bottom line.

Forward-Looking Information

Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.

Although the Company believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward- looking statements, including, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the transaction or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the transaction; (d) risks relating to the Company’s ability to retain and attract key personnel during the interim period; (e) the possibility of litigation relating to the transaction; (f) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the transaction, including changes in economic conditions, interest rates or tax rates; (g) business, operational and financial risks and uncertainties relating to the COVID-19 pandemic; (h) risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business; and (i) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the transaction.

The Company cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company’s actual results to differ from current expectations, please refer to the “Risk Factors” section of the Company’s Annual Information Form dated January 7, 2021, the Circular, as well as the Company’s other public filings, available at www.sedar.com.

The forward-looking statements contained in this news release describe the Company’s expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

Contacts:

Laurel Hill Advisory GroupNorth America Toll Free: 1-877-452-7184Collect Calls Outside North America: 1-416-304-0211Email: assistance@laurelhill.com

Jonathan Ross, CFAInvestor Relations - People Corporation (416) 283-0178jon.ross@loderockadvisors.com

Dennis Stewner, CPA, CACFO and COO - People Corporation (204) 940-3988dennis.stewner@peoplecorporation.com

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 press release.