GTY Technology Holdings Inc. (NASDAQ: GTYH) (“GTY” or the “Company”), a leading provider of cloud software solutions for the public sector, today announced that its shareholders have voted to approve the previously announced Agreement and Plan of Merger (the “Merger Agreement”), whereby GTY will be acquired by an affiliate of GI Partners (together with certain affiliated entities, “GI”) for $6.30 per share of GTY common stock in cash. The approval of GTY shareholders was a closing condition of the Merger Agreement that has now been satisfied. Approximately 75.5% of GTY’s outstanding common stock voted in favor of the Merger Agreement. In addition, the applicable waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 expired on June 10, 2022.

Subject to the satisfaction of certain other closing conditions, the transaction is expected to close on or around July 7, 2022. Upon completion of the transaction, GTY will operate as a privately-held company and GTY common stock will no longer be listed on any public market.

About GTY Technology Holdings Inc.

GTY brings leading public sector technology companies together to achieve a new standard in stakeholder engagement and resource management. Through its six business units, GTY offers an intuitive cloud-based suite of solutions for state and local governments, education institutions, and healthcare organizations spanning functions in procurement, payments, grant management, budgeting, and permitting: Bonfire provides strategic sourcing and procurement software to enable confident and compliant spending decisions; CityBase provides government payment solutions to connect constituents with utilities and government agencies; eCivis offers a grant management system to maximize grant revenues and track performance; OpenCounter provides user-friendly software to guide applicants through complex permitting and licensing procedures; Questica offers budget preparation and management software to deliver on financial and non-financial strategic objectives; Sherpa provides public-sector budgeting software and consulting services.

About GI Partners

Founded in 2001, GI Partners is a private investment firm with over 125 employees and offices in San Francisco, New York, Chicago, Greenwich, and Scottsdale. The firm has raised over $32 billion in capital from leading institutional investors around the world to invest in private equity, real estate, and data infrastructure strategies. The private equity team invests primarily in companies in the healthcare, IT infrastructure, services, and software sectors. The real estate team focuses primarily on technology and life sciences properties as well as other specialized real estate sectors and strategies. The data infrastructure team invests primarily in hard asset infrastructure businesses underpinning the digital economy. For more information, please visit www.gipartners.com.

Forward-Looking Statements

This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding: the transaction, including the expected timing of the closing of the transaction and expectations for GTY following the closing of the transaction. If any of these risks or uncertainties materialize, or if any of GTY’s assumptions prove incorrect, GTY’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: the possibility that the conditions to the closing of the transaction are not satisfied; potential litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction; the ability of each party to consummate the transaction; possible disruption related to the transaction to GTY’s current plans and operations, including through the loss of customers and employees; and other risks and uncertainties detailed in the periodic reports that GTY files with the SEC, including GTY’s Annual Report on Form 10-K filed with the SEC on February 18, 2022, which may be obtained on the investor relations section of GTY’s website (https://gtytechnology.com/about/investor-materials). All forward-looking statements in this communication are based on information available to GTY as of the date of this communication, and GTY does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

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