Docebo Inc. Announces Results of its Substantial Issuer Bid

Docebo Inc. (NASDAQ: DCBO; TSX:DCBO) (“Docebo” or the “Company”) announced today the results of its substantial issuer bid (the “Offer”) to repurchase for cancellation up to US$100,000,000 of its outstanding common shares (the “Common Shares”) at a price of US$55.00 per Common Share. The Offer expired at 5:00 p.m. (Eastern Time) on December 28, 2023.

All of the terms and conditions of the Offer have been complied with or waived and, based on a preliminary count by TSX Trust Company (the “Depositary”), a total of 19,347,735 Common Shares were properly tendered to the Offer. Accordingly, the Company expects to take up and purchase for cancellation 1,818,181 Common Shares at a purchase price of US$55.00 per Common Share (the “Purchase Price”), for aggregate consideration of US$100,000,000. The Common Shares expected to be purchased under the Offer represent approximately 5.7% of the issued and outstanding Common Shares on a non-diluted basis as of November 22, 2023, the date the terms of the Offer were publicly announced. After giving effect to the Offer, approximately 30,318,792 Common Shares are expected to be issued and outstanding.

Intercap Equity Inc. (“Intercap”), which beneficially owned 13,589,920 Common Shares prior to the Offer, representing approximately 43% of the Company’s issued and outstanding Common Shares, tendered all of its Common Shares to the Offer. Following the Offer, Intercap is expected to own 12,670,522 Common Shares, representing approximately 41.79% of the Company’s issued and outstanding Common Shares. No other directors or officers tendered Common Shares pursuant to the Offer.

As the Offer was oversubscribed and there were a significant number of “odd lot” tenders (which are purchased on a priority basis and not subject to pro ration), shareholders, including Intercap, are expected to have approximately 6.77% of their successfully tendered Common Shares purchased by the Company (other than “odd lot” holders).

The number of Common Shares to be purchased under the Offer is preliminary, subject to verification by the Depositary and assumes that all Common Shares tendered through notices of guaranteed delivery will be delivered within the two trading day settlement period.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated November 22, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.