Absolute Software Corporation

Suite 1400, Four Bentall Centre 1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8

NOTICE OF ANNUAL GENERAL MEETING

TO OUR SHAREHOLDERS:

Our 2020 Annual General Meeting (the “ Meeting ”) will be held in virtual format, conducted via live webcast online, on Wednesday, December 9, 2020 at 2:00 p.m. (PST).

To mitigate potential risks to the health and safety of our communities, shareholders, employees, and other stakeholders due to the COVID-19 pandemic, the Meeting will be held in a virtual only format, conducted via live webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

Registered shareholders and duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/400915080 (password: “ absolute2020 ”, case sensitive) where they can participate, vote, or submit questions during the Meeting's live webcast. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or submit questions at the Meeting and any subsequent management presentation or question and answer session. You have to be connected to the internet at all times to be able to vote or submit questions – it's your responsibility to make sure you stay connected for the entire Meeting and any subsequent management presentation or question and answer session. Duly appointed proxyholders who wish to attend the Meeting online and vote or submit questions during the Meeting and any subsequent management presentation or question and answer session should carefully follow the instructions for doing so contained in the accompanying Information Circular.

The following matters will be considered at the Meeting.

(1) to receive the report of our Directors;
(2) to receive our audited financial statements for the financial year ended June 30, 2020, and the accompanying report of the auditors;
(3) to set the number of our Directors at six for the ensuing year;
(4) to elect our Directors for the ensuing year;
(5) to appoint our external auditor for the ensuing year and to authorize the Directors to fix the auditor’s remuneration;
(6) to consider any amendment to or variation of a matter identified in this Notice; and
(7) to transact such other business as may properly come before the Meeting or any adjournment thereof.

Our Information Circular, which includes a detailed description of the matters to be dealt with at the Meeting, accompanies this Notice. Our financial statements for the year ended June 30, 2020 and the report of the auditors thereon can be requested separately.

If you are unable to attend the virtual Meeting and wish to ensure that your Absolute shares will be voted at the Meeting, you must complete, date, and execute the enclosed form of proxy, or another suitable form of proxy, and deliver it by hand or by mail in accordance with the instructions set out in the form of proxy and in the Information Circular. If you are a non-registered shareholder and want to attend the Meeting, you must follow the instructions set out in the Information Circular.

Forms of proxy may also be voted by internet in accordance with the instructions contained in the form of proxy. In order to be valid and acted upon at the Meeting, forms of proxy and voting instruction forms must be returned (or voted by internet) not less than 48 hours (excluding Saturdays, Sundays, and holidays) before the time set for the holding of the Meeting, or any adjournment or postponement thereof.

After submitting proxy instructions using the form of proxy or voting instruction form, as applicable, the proxyholder must also be registered to allow such proxyholder to attend, ask questions and vote at the Meeting online. If you would like a person, other than the management nominees identified on the form of proxy or voting instruction form, to attend and participate online at the Meeting as your proxy and vote your shares (including if you are a non-registered shareholder and wish to appoint yourself as proxyholder to attend, participate in and vote online at the Meeting), you must register such proxyholder with AST Trust Company (Canada) (“ AST ”) after having submitted your form of proxy or voting instruction form identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a control number. Without a control number, proxyholders will not be able to participate in or vote at the Meeting.

To register a proxyholder, Absolute shareholders must call AST at 1-866-751-6315 (within North America) or 1- 212-235-5754 (outside of North America) by no later than 2:00 p.m. (Pacific time) on December 7, 2020 (or, if the Meeting is adjourned or postponed, by the time that is 48 hours prior to the Meeting, excluding Saturdays, Sundays and holidays) and provide AST with the required proxyholder contact information, so that AST can provide the proxyholder with a control number via email. If a non-registered shareholder wishes to ask questions in any management presentation or question and answer session held subsequent to the Meeting, such shareholder must follow the procedures for attending the Meeting as a duly appointed proxyholder and not as a guest. Nonregistered shareholders who have not made arrangements for the due appointment of themselves as proxyholder will not be able to participate or vote at the Meeting or any subsequent management presentation or question and answer session but may attend the Meeting, including any subsequent management presentation or question and answer session as a guest by clicking “I am a guest” and completing the online form.

Vancouver, British Columbia, November 6, 2020.