Docebo Inc. (Form: F-10, Received: 12/01/2020 06:31:04)

Compensation Element

How it is Paid

Purpose and What it is Designed to Reward

Key Features

Base Salary

• Provides appropriate fixed compensation to assist in retention and recruitment

• Rewards skills, knowledge and experience

• Determined by considering the total individual compensation package and our overall compensation philosophy

• Factors considered include scope or breadth of responsibilities, competencies and prior relevant experience, market demand and compensation paid in the market for similar positions

• Adjustments determined annually based on success in meeting or exceeding individual objectives and market competitiveness

• Adjustments may be made throughout the year as warranted to reflect promotions, scope or breadth of role or responsibility and to maintain market competitiveness

Short-Term Incentives

• Motivates executives to achieve strategic business and financial objectives of the Company, particularly annual financial performance targets

• Rewards financial and strategic achievements of the Company as well

• Annual bonuses determined based on overall corporate performance and individual employee function

• Awards subject to Clawback Policy (as defined below)

As filed with the Securities and Exchange Commission on December 1, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DOCEBO INC.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English (if applicable)


Ontario	7372	Not applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number (if applicable))

366 Adelaide St. West

Suite 701

Toronto, Ontario, Canada M5V 1R7

Telephone: (800) 681-4601

(Address and telephone number of Registrant’s principal executive offices)

C T Corporation System

28 Liberty Street

New York, New York 10005

Telephone: (212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Robert Sanchez

John T. McKenna

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

U.S.A.

(650) 843-5000

Brad Ross

Goodmans LLP

333 Bay St.

Suite 3400

Toronto, Ontario

Canada

M5H 2S7

(416) 979-2211

Ian Kidson

Docebo Inc.

366 Adelaide St. West

Suite 701

Toronto, Ontario

Canada

M5V 1R7

(604) 730-9851

Ryan J. Dzierniejko

David J. Goldschmidt

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

U.S.A.

(212) 735-3000

David Weinberger

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario

Canada

M5L 1B9

(416) 869-5500

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement

Province of Ontario, Canada

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box):

A.	☐ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).

B	☒ at some future date (check appropriate box below)

☐ pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).

☐ pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).

☐ pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

☒ after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☒

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum aggregate offering price(2)	Amount of registration fee(2)
Common shares (no par value)	(1)	(1)
Preferred shares (no par value)	(1)	(1)
Debt securities	(1)	(1)
Subscription receipts	(1)	(1)
Warrants	(1)	(1)
Units	(1)	(1)
Total	US$578,475,000	US$578,475,000	US$63,112

(1)

There are being registered under this Registration Statement such indeterminate number of common shares, preferred shares, debt securities, subscription receipts, warrants and/or units comprised of one or more securities of the Registrant listed above in any combination as shall have an aggregate initial offering price of up to US$578,475,000 (C$750,000,000, based on the daily exchange rate on November 30, 2020, as reported by the Bank of Canada, for the conversion of U.S. dollars into Canadian dollars of US$1.00 equals C$1.2965). If, as a result of share splits, share dividends or similar transactions, the number of Common Shares purported to be registered on this Registration Statement changes, the provisions of Rule 416 under the Securities Act of 1933, as amended, shall apply to this Registration Statement. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale of the securities under this Registration Statement. Prices, when determined, may be in U.S. dollars or the equivalent thereof in Canadian dollars.

(2)	Calculated pursuant to Rule 457(o) under the United States Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Subject to completion, dated December 1, 2020

LOGO

US$125,000,000

Common Shares

This offering (the “Offering”) is the initial public offering of common shares (the “Common Shares”) of Docebo Inc. (the “Company”, “Docebo”, “us”, “we” or “our”) in the United States and a new issue of Common Shares in Canada by the Company. This preliminary prospectus supplement (the “Prospectus Supplement”), together with the accompanying short form base shelf prospectus dated October 22, 2020 (the “Shelf Prospectus”), qualifies the distribution of Common Shares (the “Offered Shares”) at a price of US$ per Common Share (the “Offering Price”).

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “DCBO”. On November 30, 2020, the last trading day before the filing of this Prospectus Supplement, the closing price of the Common Shares on the TSX was C$67.69 or US$52.21 (based on the daily exchange rate for the U.S. dollar in terms of Canadian dollars, as quoted by the Bank of Canada, of C$1.00 = US$0.7713).

Price: US$ per Offered Share

Price to the
Public(1)

Underwriters’
Fee(2)

Net Proceeds to the
Company(3)

Per Offered Share

US$

Total Offering (4)

US$

Notes: (1)

The Offering Price was determined by negotiation between the Company and the Underwriters (as defined herein), with reference to the then-current market price for the Common Shares on the TSX.

(2)

Pursuant to the terms of the Underwriting Agreement (as defined herein), and in consideration of the services rendered by the Underwriters in connection with the Offering, the Underwriters will receive an aggregate fee (the “Underwriters’ Fee”) of US$ , representing % of the gross proceeds from the Offering. For additional information regarding underwriter compensation, see “Plan of Distribution”.

(3)

After deducting the Underwriters’ Fee payable by the Company, but before deducting expenses in respect of the Offering to be paid by the Company, estimated to be approximately US$ (exclusive of all applicable taxes).

(4)

The Company has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part for a period of 30 days after the date of the Underwriting Agreement, to purchase up to an additional Common Shares at the Offering Price, less the Underwriters’ Fee, on the same terms as set forth above solely to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, the Underwriters’ Fee and net proceeds to the Company (before deducting expenses of the Offering) will be US$ , US$ and US$ , respectively. See “Plan of Distribution”.

Investing in the Common Shares involves significant risk. Prospective investors should consider the risks outlined in this Prospectus Supplement, the accompanying Shelf Prospectus and in the documents incorporated by reference herein and therein. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.


Morgan Stanley		Goldman Sachs & Co. LLC		Canaccord Genuity LLC

, 2020

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR ANY U.S. REGULATORY AUTHORITY NOR HAVE THESE AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Offering is made in the United States by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted in the United States and Canada, to prepare this Prospectus Supplement and the accompanying Shelf Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), and may be subject to foreign auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of Common Shares may have tax consequences both in Canada and the United States. Such consequences for investors who are resident in, or citizens of, Canada or the United States may not be described fully herein. See “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Company is incorporated under and governed by the Business Corporations Act (Ontario) (the “OBCA”), that most of its directors and officers reside principally in Canada, that some or all of the Underwriters or experts named in the Registration Statement (as defined herein) may be residents of a foreign country, and that all or a substantial portion of the assets of the Company and said persons may be located outside the United States. See “Enforcement of Civil Liabilities”.

The Offering is being made concurrently in Canada under the terms of this Prospectus Supplement and in the United States under the terms of the Company’ s registration statement on Form F-10 (the “Registration Statement”) filed with the SEC.

All dollar amounts in this Prospectus Supplement are in United States dollars, unless otherwise indicated. See “Currency Presentation and Exchange Rate Information”.

The Offered Shares are being offered in Canada by Morgan Stanley Canada Limited, Goldman Sachs Canada Inc. and Canaccord Genuity Corp. (collectively, the “Canadian Underwriters”) and in the United States by Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Canaccord Genuity LLC (collectively, the “U.S. Underwriters”, and together with the Canadian Underwriters, the “Underwriters”) pursuant to an underwriting agreement dated , 2020 (the “Underwriting Agreement”). See “Plan of Distribution”.

The Company will use the net proceeds from the Offering of the Offered Shares as described in this Prospectus Supplement. See “Use of Proceeds”.

The Underwriters, as principals, conditionally offer the Offered Shares qualified under this Prospectus Supplement and the Shelf Prospectus, subject to prior sale, when, as and if delivered by the Company to the Underwriters and accepted by them subject to the conditions contained in the Underwriting Agreement, as described under “Plan of Distribution”.

Certain legal matters relating to Canadian law with respect to the Offering will be passed on our behalf by Goodmans LLP and on behalf of the Underwriters by Stikeman Elliott LLP. Certain legal matters relating to United States law with respect to the Offering will be passed upon on the Company’s behalf by Cooley LLP and on behalf of the Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP. See “Legal Matters”.

Subject to applicable laws, the Underwriters may, in connection with this Offering, over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. After the Underwriters have made reasonable efforts to sell the Offered Shares at the Offering Price, the Underwriters may offer the Offered Shares to the public at prices lower than the Offering Price. See “Plan of Distribution”.

The Company has applied to list the Offered Shares and additional Common Shares to be issued by the Company if the Over-Allotment Option (as defined herein) is exercised in full (the “Additional Shares”) on the TSX and has applied to list the Offered Shares, the Additional Shares and its outstanding Common Shares on the Nasdaq Global Select Market ( “Nasdaq”) under the trading symbol “DCBO”. Listing is subject to the Company fulfilling all of the listing requirements of the TSX and Nasdaq, respectively.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about , 2020 (the “Closing Date”), or such earlier or later date as the Company and the Underwriters may agree, but in any event no later than , 2020.

It is expected that the Company will arrange for the instant deposit of the Offered Shares under the book-based system of registration, to be registered to The Depository Trust Company (“DTC”) or its nominee and deposited with DTC on the Closing Date, or as may otherwise be agreed to among the Company and the Underwriters. In the case of certain Canadian purchasers, we may alternatively arrange for the electronic deposit of the Offered Shares distributed under the Offering under the book-based system of registration, to be registered in the name of CDS Clearing and Depository Services Inc. (“CDS”) or its nominee and deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of the Offered Shares will receive only a customer confirmation from the Underwriter or other registered dealer from or through whom a beneficial interest in the Offered Shares is purchased. See “Plan of Distribution”.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT


ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
DOCUMENTS INCORPORATED BY REFERENCE			S-2
U.S. REGISTRATION STATEMENT			S-4
MARKETING MATERIALS			S-4
NON-IFRS FINANCIAL MEASURES AND KEY METRICS			S-5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			S-6
MARKET AND INDUSTRY DATA			S-8
WHERE YOU CAN FIND MORE INFORMATION			S-8
DOCEBO INC.			S-9
RISK FACTORS			S-16
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION			S-24
USE OF PROCEEDS			S-24


CONSOLIDATED CAPITALIZATION			S-25
PLAN OF DISTRIBUTION			S-26
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			S-34
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			S-37
PRIOR SALES			S-41
TRADING PRICE AND VOLUME			S-42
LEGAL MATTERS			S-43
INTERESTS OF EXPERTS			S-43
REGISTRAR AND TRANSFER AGENT			S-43
ENFORCEMENT OF CIVIL LIABILITIES			S-44
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS			S-44
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			S-44

SHELF PROSPECTUS


IMPORTANT INFORMATION ABOUT THIS PROSPECTUS			1
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
ADDITIONAL INFORMATION			2
ENFORCEABILITY OF CIVIL LIABILITIES			3
DOCUMENTS INCORPORATED BY REFERENCE			3
THE COMPANY			4
RECENT DEVELOPMENTS			5
CONSOLIDATED CAPITALIZATION			6
USE OF PROCEEDS			6


DESCRIPTION OF SECURITIES			6
SELLING SECURITYHOLDERS			11
PLAN OF DISTRIBUTION			11
EARNINGS COVERAGE RATIOS			12
PRIOR SALES			12
TRADING PRICE AND VOLUME			13
CERTAIN INCOME TAX CONSIDERATIONS			13
RISK FACTORS			13
LEGAL MATTERS AND INTEREST OF EXPERTS			15
AUDITORS, TRANSFER AGENT AND REGISTRAR			15

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is composed of two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and adds to and supplements information contained in the accompanying Shelf Prospectus and the documents incorporated by reference therein. The second part is the Shelf Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purpose of this Offering.

Neither the Company nor the Underwriters has authorized any person to provide readers with information different from that contained in this Prospectus Supplement and the accompanying Shelf Prospectus (or incorporated by reference herein or therein). Neither we nor the Underwriters take responsibility for, or can provide any assurance as to the reliability of, any other information that others may give readers of this Prospectus Supplement and the accompanying Shelf Prospectus. If the description of the Offered Shares or any other information varies between this Prospectus Supplement and the accompanying Shelf Prospectus (including the documents incorporated by reference herein and therein), the information in this Prospectus Supplement supersedes the information in the accompanying Shelf Prospectus or documents incorporated by reference herein or therein.

Readers should not assume that the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Shelf Prospectus is accurate as of any date other than the date of this Prospectus Supplement and the accompanying Shelf Prospectus or the respective dates of the documents incorporated by reference herein or therein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.

This Prospectus Supplement shall not be used by anyone for any purpose other than in connection with the Offering. We do not undertake to update the information contained or incorporated by reference herein or in the Shelf Prospectus, except as required by applicable securities laws. Information contained on, or otherwise accessed through, our website, www.docebo.com, shall not be deemed to be a part of this Prospectus Supplement, the accompanying Shelf Prospectus or any document incorporated by reference herein or therein and such information is not incorporated by reference herein or therein and prospective investors should not rely on such information when deciding whether or not to invest in the Offered Shares.

This Prospectus Supplement and the documents incorporated by reference herein include certain terms or performance measures that are not defined under or not prepared in accordance with IFRS, such as annual recurring revenue, free cash flow and Adjusted EBITDA. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our operating performance. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures should be read in conjunction with the financial statements incorporated by reference herein. For a description of the methodology used to calculate these non-IFRS measures, see “Non-IFRS Measures and Key Metrics” in this Prospectus Supplement and “Non-IFRS Measures and Reconciliation of Non-IFRS Measures” in our Interim MD&A (as defined herein), filed on November 12, 2020, incorporated by reference herein.

In this Prospectus Supplement, unless otherwise indicated, all dollar amounts and references to “$” and “US$” are to U.S. dollars and references to “C$” are to Canadian dollars. This Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference herein and therein, contain translations of certain U.S. dollar amounts into Canadian dollars solely for your convenience. See “Currency Presentation and Exchange Rate Information.”

Unless otherwise indicated, information contained in this Prospectus Supplement assumes or reflects no exercise of the Over-Allotment Option, no exercise of outstanding stock options and no vesting and settlement of deferred share units. The Company has not granted any restricted share units or performance share units.

This Prospectus Supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this Prospectus Supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

S-1

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Shelf Prospectus solely for the purposes of this Offering. Other documents are also incorporated, or are deemed to be incorporated by reference, into the Shelf Prospectus and reference should be made to the Shelf Prospectus for full particulars thereof.

Copies of the documents incorporated by reference in this Prospectus Supplement and the accompanying Shelf Prospectus may be obtained on request without charge from the General Counsel of the Company at 366 Adelaide St West, Suite 701, Toronto, Ontario, M5V 1R9, Attention: General Counsel, Telephone (800) 681-4601, and are also available electronically on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and on the Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”) at www.sec.gov.

The following documents, filed by the Company with securities commissions or similar regulatory authorities in the provinces and territories of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the accompanying Shelf Prospectus:

(a)

the annual information form of the Company for the year ended December 31, 2019, dated March 11, 2020 (the “Annual Information Form”);

(b)

the audited consolidated financial statements of the Company for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditors’ report thereon;

(c)

the management’s discussion and analysis of financial condition and results of operations of the Company for the years ended December 31, 2019 and 2018 (the “Annual MD&A”);

(d)

the unaudited condensed consolidated interim financial statements of the Company and accompanying notes for the three and nine months ended September 30, 2020 and 2019 (the “Interim Financial Statements”);

(e)

the interim management discussion and analysis of the results of operations and financial condition of the Company for the three and nine months ended September 30, 2020 and 2019 (the “Interim MD&A”);

(f)

the management information circular of the Company dated June 4, 2020 regarding the annual and special meeting of shareholders of the Company held on July 21, 2020;

(g)

the material change report of the Company dated August 21, 2020; and

(h)

the material change report of the Company dated October 5, 2020

Any statement contained in this Prospectus Supplement, in the accompanying Shelf Prospectus or in any document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement, to the extent that a statement contained in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the accompanying Shelf Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus Supplement.

Any document of the type required by National Instrument 44-101—Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements and the independent auditor’s report thereon, management’s discussion and analysis and information circulars of the Company, filed by the Company with securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and for the duration of the Offering, shall be deemed to be incorporated by reference into this Prospectus Supplement. In addition, all documents filed on Form 6-K or Form 40-F by the Company with the SEC on or after the date of this Prospectus Supplement shall be deemed to be incorporated by reference into the Registration Statement of which this Prospectus Supplement forms a part of, if and to the extent, in the case of any Report on Form 6-K, expressly provided in such document.

S-2

Furthermore, any “template version” of any “marketing materials”(each such term as defined in National Instrument 41-101—General Prospectus Requirements) filed on SEDAR in connection with the Offering after the date of the final form of this Prospectus Supplement but prior to the termination of the distribution of the Offered Shares pursuant to the Offering is deemed to be incorporated by reference in the final form of this Prospectus Supplement and in the accompanying Shelf Prospectus.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein.

S-3

U.S. REGISTRATION STATEMENT

The Offering is being made concurrently in Canada pursuant to this Prospectus Supplement and the accompanying Shelf Prospectus and in the United States pursuant to the Registration Statement filed with the SEC under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). This Prospectus Supplement and the accompanying Shelf Prospectus do not contain all of the information set forth in the Registration Statement, certain items of which are contained in the exhibits to the Registration Statement as permitted or required by the rules and regulations of the SEC.

MARKETING MATERIALS

Before filing the final prospectus supplement in respect of the Offering, Docebo and the Underwriters intend to hold road shows that potential investors in the United States and in certain of the provinces and territories of Canada will be able to attend.

In doing so, Docebo and the Underwriters are relying on a provision in applicable Canadian securities legislation that allows issuers in certain U.S. cross-border offerings to not have to file marketing materials relating to those road shows on SEDAR or include or incorporate by reference those marketing materials in the final prospectus supplement in respect of the offering. To rely on this exemption, Docebo and the Underwriters must give contractual rights to Canadian investors in the event the marketing materials contain a misrepresentation.

Accordingly, the Underwriters, in signing the certificate to be contained in the final prospectus supplement, and Docebo, in signing the certificate contained in the Shelf Prospectus, in respect of the Offering have agreed that in the event the marketing materials relating to the road shows described above contain a misrepresentation (as defined in securities legislation in each of the provinces and territories of Canada), a purchaser resident in a province or territory of Canada who was provided with those marketing materials in connection with the road shows and who purchases Offered Shares under the final prospectus supplement in respect of the Offering during the period of distribution shall have, without regard to whether the purchaser relied on the misrepresentation, rights against Docebo and each such Underwriter with respect to the misrepresentation which are equivalent to the rights under the securities legislation of the jurisdiction of Canada where the purchaser is resident, subject to the defences, limitations and other terms of that legislation, as if the misrepresentation was contained in the final prospectus supplement in respect of the Offering.

However, this contractual right does not apply (i) to the extent that the contents of the marketing materials relating to the road shows have been modified or superseded by a statement in the final prospectus supplement in respect of this Offering, and (ii) to any “comparables” as such term is defined in National Instrument 41-101—General Prospectus Requirements in the marketing materials provided in accordance with applicable securities legislation.

S-4

NON-IFRS FINANCIAL MEASURES AND KEY METRICS

This Prospectus Supplement makes reference to certain non-IFRS measures, including free cash flow and key performance metrics used by management and typically used by our competitors. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore not necessarily comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures and metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including industry metrics, in the evaluation of companies in our industry. Management also uses non-IFRS measures and industry metrics in order to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. See “Non-IFRS Measures and Reconciliation of Non-IFRS Measures” in our Annual MD&A and our Interim MD&A, which are incorporated by reference herein.

S-5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, including the documents incorporated by reference herein, contains “forward-looking information” and “forward-looking statements” as defined within the meaning of applicable securities laws (collectively, “forward-looking information”). Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, the impact of COVID-19 on our business, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the intention of the Company to complete the Offering on the terms and conditions described herein, the listing of the Offered Shares, the proposed use of proceeds thereof, the impact of COVID-19 on the business and the Company’s statements regarding the Company’s business and the environment in which it operates, is forward-looking information.

In some cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “projects” or “believes”, “pro forma” or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will”, “occur” or “be achieved” and similar words or the negative thereof. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

This forward-looking information is based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions include: our ability to build our market share and enter new markets and industry verticals; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; our ability to execute on profitability initiatives; currency exchange and interest rates; the impact of competition; the effectiveness of mitigation strategies undertaken with respect to COVID-19, and the severity, duration and impacts of COVID-19 on the economy and Docebo’s business, which is highly uncertain and cannot reasonably be predicted; our ability to respond to the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management’s expectations.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this Prospectus Supplement, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

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the Company’s ability to execute its growth strategies;

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the impact of changing conditions in the global corporate e-learning market;

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increasing competition in the global corporate e-learning market in which the Company operates;

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fluctuations in currency exchange rates and volatility in financial markets;

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the extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance;

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changes in the attitudes, financial condition and demand of our target market;

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developments and changes in applicable laws and regulations; and

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such other factors discussed in greater detail under “Risk Factors” in this Prospectus Supplement and in the Annual Information Form available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Risk Factors” should be considered carefully by prospective investors.

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing investors and others to get a better understanding of our anticipated financial position, results of operations and operating environment. Readers are cautioned that such information may not be appropriate for other purposes.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information represents our expectations as of the date of this Prospectus Supplement (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

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MARKET AND INDUSTRY DATA

Market and industry data presented throughout this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein was obtained from third-party sources and industry reports, publications, websites and other publicly available information, including Reports Monitor (“Reports Monitor”), Paycom Software, Inc., (“Paycom”), International Data Corporation (“IDC”), eLearning Industry and 702010 Institute, as well as industry and other data prepared by us or on our behalf on the basis of our knowledge of the markets in which we operate, including information provided by suppliers, partners, customers and other industry participants.

We believe that the market and economic data presented throughout this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein is accurate and, with respect to data prepared by us or on our behalf, that our estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein are not guaranteed and none of us or any of the Underwriters makes any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, none of us or any of the Underwriters has independently verified any of the data from third-party sources referred to in this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. In addition, certain of these publications, studies and reports were published before the global COVID-19 pandemic and therefore do not reflect any impact of the COVID-19 pandemic on any specific market or globally.

WHERE YOU CAN FIND MORE INFORMATION

Docebo is subject to the full informational requirements of the securities commissions or similar regulatory authority in all provinces and territories of Canada. Purchasers are invited to read and copy any reports, statements or other information, other than confidential filings, that Docebo files with the Canadian provincial and territorial securities commissions or similar regulatory authority. These filings are also electronically available from SEDAR at www.sedar.com and from EDGAR at www.sec.gov. Except as expressly provided herein, documents filed on SEDAR or on EDGAR are not, and should not be considered, part of this Prospectus Supplement or the accompanying Shelf Prospectus.

Docebo has filed with the SEC under the U.S. Securities Act the Registration Statement relating to the Offered Shares, of which this Prospectus Supplement and the accompanying Shelf Prospectus form a part. This Prospectus Supplement and the accompanying Shelf Prospectus do not contain all of the information set forth in the Registration Statement, certain items of which are contained in the exhibits to the Registration Statement as permitted or required by the rules and regulations of the SEC. Items of information omitted from this Prospectus Supplement but contained in the Registration Statement are available on the SEC’s website at www.sec.gov.

As a foreign private issuer, Docebo is exempt from the rules under the United States Securities Exchange Act of 1934 (the “Exchange Act”) prescribing the furnishing and content of proxy statements, and Docebo’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Docebo’s reports and other information filed or furnished with or to the SEC are available from EDGAR at www.sec.gov, as well as from commercial document retrieval services.

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DOCEBO INC.

The Company was incorporated under the OBCA on April 21, 2016 as Docebo Canada Inc. and all of the pre-existing operations of Docebo (primarily Docebo S.p.A. and Docebo NA, Inc.) were organized under the newly incorporated company. On October 1, 2019, the Company changed its name to “Docebo Inc.”. Since incorporation, the Company has focused on development its platform and growing its sales and marketing to expand its customer base.

On October 8, 2019, Docebo completed its initial public offering in Canada (the “IPO”) and its Common Shares commenced trading on the TSX on that date under the symbol “DCBO”.

Docebo’s mission is to redefine the way enterprises, including their internal and external workforce, partners and customers, learn by applying new technologies to the traditional corporate learning management system (“LMS”) market. Docebo provides an easy-to-use, highly configurable and affordable learning platform with the end-to-end capabilities and critical functionality needed to train both internal and external workforces, partners and customers. The Company’s solution allows its customers to take control of their desired training strategies and retain institutional knowledge, while providing efficient course delivery, advanced reporting tools and analytics. Docebo’s robust platform helps its customers centralize a broad range of learning materials from peer enterprises and learners into one LMS to expedite and enrich the learning process, increase productivity and grow teams uniformly.

With over 400 employees across six global offices, Docebo sells its products in approximately 69 countries and empowers over 2,000 companies and approximately 9.5 million registered learners. Of our US$16.1 million of revenue for the three months ended September 30, 2020, approximately 72% originates from customers in North America, with the remainder coming primarily from Europe and a small component coming from the rest of the world. Our customers are diversified across various industries including technology and media (Thomson Reuters Corporation, Pearson Plc, HP Inc. and Amazon Web Services, Inc.), consulting and professional services (Newcross Healthcare Solutions, Experian PLC, Randstad NV and lastminute.com) and manufacturing and retail (L’Oréal S.A., Heineken NV, BRF S.A., BMW AG and Denny’s Corporation). Our platform has won numerous awards and industry recognitions from Brandon Hall Group, including the Best Advance in Learning Management Technology and Best Advance in Mobile Learning Technology awarded in 2018 and 2019, Software Review and PCMAG.com.

Industry Background

The corporate LMS market is a subset of the global corporate e-learning market. According to Reports Monitor, the global corporate e-learning market is projected to reach approximately US$29.9 billion in revenue by the end of 2025, representing a compound annual growth rate (“CAGR”) of 21.1% between 2019 and 2025.

Enterprises are increasingly seeing a correlation between providing effective ongoing learning opportunities to employees and improved productivity, higher retention rates and overall employee engagement and work satisfaction. As a result, both global and mid-market enterprises are starting to recognize that e-learning is an integral part of their overall business strategy, driven by changing business needs and technological advancements. We believe the positive impacts to productivity and employee retention within an enterprise following implementation of corporate e-learning solutions have now allowed for these solutions to be considered increasingly core to an enterprise’s operations and productivity, similar to the early stages of adoption for Customer Relationship Management (“CRM”), Business Intelligence, Collaboration, Supply Chain Management and other Office Productivity software systems. According to IDC, the CRM market nearly doubled in size from approximately $8.8 billion in 2004 to $15.5 billion in 2009, then grew more than double again to $37.1 billion in 2017.

Re-Thinking the Traditional LMS

Learning technology has evolved from simple LMS, designed to host, deliver, track and manage learning content, to secure, cloud-based systems offering new learning functionalities like social learning, learning on the job and communities of practice/workgroups designed to drive organizational performance.

There is now wide acceptance of learning technology across enterprises and industries and a renewed focus on driving efficient and effective learning outcomes by leveraging new technologies and methodologies. The e-learning industry is also seeing a shift away from traditional content delivery, placing an increased emphasis around social learning.

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Social Learning

Social learning is the practice of people learning from one another, through sharing, observation, imitation and modeling. According to the 702010 Institute, 70% of workplace learning is informal, social learning from on-the-job experience; 20% is from coaching, mentoring and interaction with peers; and only 10% is from formal learning. By promoting natural social interactions and collaborative behaviors, social learning encourages higher learner engagement and productivity.

Social and collaborative learning tools have become a top priority among enterprises globally, as they seek to facilitate employee engagement and collaboration. Enterprises support the sharing of internally-produced, learner-generated knowledge through the use of in-house social sharing tools. Social learning, coupled with mobile delivery and data analytics tools used to drive such learning, allows for the deployment of targeted and effective learning programs.

Mobile Learning

According to eLearning Industry, mobile learning is currently being used by nearly 47% of enterprises globally as a tool to provide real-time, anywhere, on-the-job training. According to Paycom, the ease of use of these solutions is expected to increase employee workplace engagement and performance, and should lead to greater employee retention. Accessing learning applications on a mobile device gives a learner more opportunities to learn on the go, replacing the desktop as the primary e-learning device.

A Shift to AI-Powered Administrative and Learner Experiences

We believe that leveraging AI to perform administrative tasks and personalize the learning experience is the future of LMS. In particular, AI can enable the automatic execution of certain administrative activities, allowing employees to be redeployed to handle more complex tasks.

The accommodation of personal preferences and learning styles for each learner is enhanced by AI as machine learning algorithms can perform better than humans at predicting outcomes. Upon implementation, this enables LMS platforms to provide specific content based on a learner’s past performance and individual goals.

When a skills gap is identified, targeted recommendations can be provided in a more personalized format than may be possible without the use of AI. For example, the system may recognize that a learner has the ability to skip certain modules since they already possess certain skills. By skipping certain modules, the learner can take a more comprehensive and less linear learning approach than someone who might lack the basic skills related to a particular topic, yielding more effective and efficient learning outcomes overall.

Our Solutions

Our cloud platform currently consists of seven interrelated modules: (i) “Docebo Learn”, (ii) “Docebo Discover, Coach & Share”, (iii) “Docebo Extended Enterprise”, (iv) “Docebo Virtual Coach”, (v) “Docebo Mobile Pages”, (vi) “Docebo Discover”, and (vii) “Docebo Learning Impact”.

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Docebo Learn, our foundational module, helps learning administrators centralize, organize and distribute learning content, define and track certifications and measure results with customer reporting.

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Docebo Discover, Coach & Share enhances the learning experience providing personalized curated content and access to social learning by encouraging the sharing of knowledge through formal, social, interactive and experiential learning across the organization.

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Docebo Extended Enterprise allows businesses to manage multiple portals for different audiences with their own administration, branding and authentication, demonstrating our commitment to our customers’ success.

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Docebo Virtual Coach is an AI-powered assistant that engages with learners through a conversational user interface that sends push notifications about content or learning activities to be completed and makes personalized content recommendations, amongst other tasks.

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Docebo Mobile Pages gives administrators the ability to develop tailor-made mobile learning environments for different groups of learners on their platform with a drag-and-drop, widget-based interface.

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Docebo Discover uses AI to curate high-quality, highly personalized learning content based on the skills that learners want to develop for customers on the Docebo Discover, Coach & Share module.

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Docebo Learning Impact allows administrators to capture qualitative data and feedback to determine the effectiveness of their learning strategies, understand the retention of knowledge, and incorporate the feedback loop to measure return on learning.

Additional products within our platform include: “Docebo for Salesforce”, “Docebo Embed (OEM)” and “Docebo Mobile App Publisher”. Docebo for Salesforce is a native integration that leverages Salesforce’s API and technology architecture to produce a learning experience that remains uniform no matter the use-case. Docebo Embed (OEM) eliminates disjointed learner experiences, long development cycles and ineffective partner models by allowing original equipment manufacturers (“OEMs”) to embed and re-sell Docebo as a part of their software, including HCM, risk management and retail/hospitality SaaS product suites. Docebo’s Mobile App Publisher product allows companies to create their own branded version of the award-winning “Docebo Go.Learn” mobile learning application and publish it as their own in Apple’s App Store, the Google Play Store or in their own Apple Store for Enterprise.

The modules and capabilities of our platform interconnect to deliver a holistic value proposition that has contributed to our success in the market, including the ability to:

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Achieve high personalization to support multiple use cases via the Docebo Configuration Engine

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Generate revenue by training customers and partners via Docebo Extended Enterprise

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Enable social learning and allow for learning content to be user generated via Coach & Share

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Automate configuration decisions across administration, delivery and tracking via Docebo BI

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Provide access anywhere, anytime via Docebo Mobile, also available for offline learning

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Reach the world via Docebo Multi Language support (40 languages) and its localization engine

Prior to July 1, 2020, Docebo offered two plans: “Growth” and “Enterprise”, which were designed to meet the current and future needs of our customers, depending on each customer’s number of active learners, features needed, services available and approach to adopting learning technologies. In the third quarter of 2020, we decided to stop offering the “Growth” plan to new customers and existing customers already contracted under the “Growth” plan have the ability to transition to a new “Enterprise” plan over a specified period of time. The updated “Enterprise” plan is marketed to enterprises with at least 300 active learners. Docebo’s primary target market is comprised of (i) mid-market enterprises (“MMEs”) that use Docebo in individual divisions or as a global learning platform across their entire enterprise and (ii) divisions of larger enterprises for both internal and external use cases. The enterprises in our primary target market are broadly defined as having between 500 and 10,000 active users.

Customer Case Studies

The following are examples of current customers who have used Docebo’s solutions to enhance their organizational learning experience and some of the benefits that they have reported. The following case studies are historical examples and are not indicative of future results. The case studies are illustrative of the use of our products and services by these particular customers, but are not necessarily indicative of results that have been or will be achieved by any other customers or the effectiveness of our products and services in general.

TÜV Rheinland

TÜV Rheinland is one of the world’s leading testing service providers. TÜV Rheinland wanted to fully digitize their training offering across their over 20,000 customers globally, increase their revenue streams and use reporting to better understand their customers. With the help of Docebo, TÜV Rheinland was able to create 3,037 courses and a successful web shop in just four months. This represented a 36% increase in courses offered and a 431% increase in learning objects, significantly deepening the learning capabilities and content delivered by the company. The courses reached customers across 26 countries in 11 different languages and drove a 46% increase in active users. We defined “active user” as an end user that accessed our software services and any online course during a billing period, regardless of the number of accesses during such billing period, the number of courses accessed during such billing period, or whether or not the end user completes the online course.

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Samsung

The Samsung Group (“Samsung”) is a South Korea-based multinational conglomerate. Samsung was looking for a learning platform for its in-store salespeople across the Baltics that would provide continuously updated product information and act as a social hub for the sales community. Docebo’s platform enabled over 1,100 users in the region to complete learning material in three languages. Full mobile device accessibility allowed salespeople to access information while on the shop floor, driving 35% adoption of the Docebo Mobile App. The community was also able to add over 200 user-submitted assets, referring to learner-generated content such as screen recordings or videos, which helped lighten the load on administrators and encourage more community insights.

Hawk-Eye

Hawk-Eye Innovations Ltd. (“Hawk-Eye”) is a global sports officiating technology and services provider. The Hawk-Eye team was looking for a more engaging and accessible alternative to Google Drive for sharing learning content that would keep up with the company’s fast pace of technological development. Docebo’s platform enabled the Hawk- Eye team to quickly share feedback on technical or onsite issues with each other and easily critique, dissect and improve operations that were not meeting expectations. Hawk-Eye saw 47,000 enrollments in just seven months with 430 average active users per month and over 750 onsite video reviews of key officiating incidents submitted.

Litera Microsystems

Litera Microsystems (“Litera”) is a leading document technology company in the legal and life sciences industry. Having gone through six prior LMS implementations, Litera was looking for a platform with an active social learning hub that would intuitively enable user-generated content and accurately track learners’ understanding of material presented. Docebo’s solution offered simple customization, scalability, and Single-Sign-On (SSO) capabilities with a quick implementation window of four months, all of which were critical for the Litera team. Since implementation, there have been over 3,200 enrollments and over 1,200 course completions on the platform.

Growth Strategy

Our goal is to continue growing our business to become the leading provider of cloud-based subscription software applications to enterprises looking for innovative ways to train internal and external workforces, partners and customers as well as retain talent. By doing so, we enable our customers to efficiently and profitably recruit, develop and retain their workforces over time and provide them with a competitive advantage. We are focused on expanding our platform capabilities and features and intend to continue increasing our revenue by pursuing a growth strategy that includes the elements noted below.

Grow Enterprise Customer Base

We continue to build our direct sales force to take advantage of the growing demand for corporate learning solutions. We have significantly expanded our direct sales force to focus on MMEs and divisions of larger enterprises and have aligned our sales team’s compensation structure to fit this objective. In addition to expanding our sales force, we have also been able to drive substantial increases in the productivity and effectiveness of our sales personnel over time.

Land-and-Expand (Expansion Within Existing Customer Accounts)

We use a “land-and-expand” strategy to grow sales within businesses, beginning with either departmental deployments or individual learners. Currently, within any one customer account, individual employees, human resource and/or technical departments use our platform. Over the past two years we have increasingly concentrated on improving our efforts to up-sell our products within our existing customer base and we are beginning to yield positive results.

Artificial Intelligence

We believe the deployment of AI into our platform is critical to our ability to scale and differentiate our business over time. By expanding the use-cases of our key algorithms, we believe we can efficiently develop a platform and

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tools that can evolve to increasingly automate time-consuming administrative functions. One example would be automated course building using available public and private content, significantly reducing the cost and time associated with creating learning content. The people analytics tool, as another example, is expected to provide learning-based data analytics and easy to use reporting, providing customers with support educated decision-making tools. Through the implementation of AI into our products, we believe that the nature and scope of learner interaction on our platform will expand considerably.

Build New Products

We have integrated several new features into our cloud-based technology learning platform, including social learning, training delivery and tracking and learning impact evaluation. We intend to continue to add features to our platform over time, including content catalogs and people analytics, which we believe will provide us the opportunity to generate more revenue from new and existing customers.

Opportunistic Acquisitions

While inorganic growth has not been part of our historical strategy, we selectively consider strategic acquisitions, investments and other relationships that we believe are consistent with our strategy and can significantly enhance the attractiveness of our technology platform or expand our end-markets. This may include acquisitions of teams and capabilities that will not immediately add to revenue, but serve to benefit the long-term growth of the Company.

In October 2020, we completed our first acquisition of forMetris Société par Actions Simplifiée (“forMetris”), a leading SaaS-based learning impact evaluation platform based in Paris, France This acquisition provides us with a leading learning impact solution and a physical presence in France. See “Docebo Inc. – Recent Developments”.

OEMs & Strategic Alliances

We continue to seek and develop relationships with third-party enterprises that offer differentiated and value-added channels to reach new customer accounts and existing customers. These may include independent referral or bidding relationships, reciprocal sub-contracting, one-off projects or certain “white labelling” applications.

Geographic Expansion

For the nine-month period ended September 30, 2020, approximately 72% of our revenue came from customers based in North America. We see a significant opportunity to expand our reach into other regions, with a focus on Europe primarily, as well as the Asia-Pacific region, particularly in Australia and New Zealand. We have registered learners in over 69 countries globally as of September 30, 2020 and continue to expand our sales teams in both Europe and the Asia-Pacific region to further address these large markets.

Competition

While we do not believe that any vendor offers the same value proposition and integrated capabilities as Docebo, the learning and professional skill development market is rapidly evolving, fragmented and highly competitive. According to the Fosway Group, Docebo is ranked as one of the highest-performing LMS amongst its competitors that offer products at a similarly mid-range cost of ownership.

We expect to face continued competition in the future as competitors bundle new and more comprehensive offerings with their existing products and services, and as new products and product enhancements are introduced into the e-learning market.

We believe that the principal competitive factors in our market include flexibility and scalability across multiple use cases, platform features and functionality, reliability and uptime, scalability, learner experience, brand, service and support for learners and staff, collaboration and engagement, software integration and third-party publisher partnerships, accessibility across several devices, operating systems and applications, data analytics, continued innovation and application of AI capabilities.

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Operating and Financial Performance Highlights

Since Docebo received its initial investment from Intercap Equity Inc. (together with Intercap Financial Inc., “Intercap”) and Klass.com Subsidiary LLC in 2015, our business has experienced significant growth coupled with robust performance across key operating and financial metrics. The number of customers using Docebo’s platform has increased from approximately 900 in 2016 to over 2,000 as of September 30, 2020, growing approximately 33% in 2017, 17% in 2018, 21% in 2019 and 18% in 2020 year to date. Our revenue has grown from $9.9 million in 2016 to $56.5 million for the twelve months ended September 30, 2020, with recurring revenue growing at a CAGR of 58% during this period. Our revenue mix has increasingly shifted towards multi-year contracts, with 76% of our Annual Recurring Revenue represented by enterprise customers under multi-year contracts as of September 30, 2020. Since 2016, our business has only required a cumulative $16 million of cash flow investment, which we believe speaks to the capital efficiency and scalability of our business model.


	Fiscal year ended December 31,												Nine months ended September 30,
US$ millions, unless otherwise stated	2016 $			2017 $			2018 $			2019 $			2020 $
ARR		11			18			30			47			65
Revenue		10			17			27			41			44
Subscription Revenue Growth					85	%		68	%		56	%		56	%¹
Recurring Subscription Revenue Mix		78	%		83	%		88	%		90	%		92	%
Gross Margin %		73	%		75	%		79	%		80	%		81	%
Free Cash Flow		(1	)		(4	)		(3	)		(5	)		(3	)
Average Contract Value²		11.5			15.5			21.0			27.4			31.9
Cash Flow Used in Operating Activities		(1	)		(3	)		(2	)		(5	)		(3	)

1	Reflects year over year growth

2	$US thousands. Average Contract Value is calculated as total ARR divided by the number of contracted customers. In calculating the number of contracted customers, any separate accounts that our customers may have will be aggregated and counted as one customer.

As our business evolves, we will continue to focus on maintaining and growing the profitability of our operations by increasing deal sizes, executing on our land and expand strategy, improving sales and marketing productivity, leveraging infrastructure scale, utilizing back-office automation to drive efficiencies and improving efficiency of global support.

Free Cash Flow

Free Cash Flow is defined as cash used in operating activities less additions to property and equipment and noncurrent assets.


	Fiscal year ended December 31,												Nine months ended September 30,			Three months ended September 30,
US$ thousands	2016 $			2017 $			2018 $			2019 $			2020 $			2020 $
Cash flow used in operating activities		(1,037	)		(2,983	)		(2,300	)		(4,583	)		(1,891	)		455
Additions to property and equipment and non-current assets		(258	)		(689	)		(410	)		(366	)		(991	)		(595	)

Free Cash Flow		(1,295	)		(3,672	)		(2,710	)		(4,948	)		(2,882	)		(140	)

See “Non-IFRS Measures and Reconciliation of Non-IFRS Measures—Free Cash Flow” in our Annual MD&A and our Interim MD&A, which are incorporated by reference herein.

Annual Recurring Revenue

We define Annual Recurring Revenue as the annualized equivalent value of the subscription revenue of all existing contracts (including OEM contracts) as at the date being measured, excluding nonrecurring implementation,

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support and maintenance fees. Our customers generally enter into one to three year contracts that are noncancelable or cancellable with penalty. All the customer contracts, including those for one-year terms, automatically renew unless cancelled by our customers. Accordingly, our calculation of Annual Recurring Revenue assumes that customers will renew the contractual commitments on a periodic basis as those commitments come up for renewal. Subscription agreements are subject to price increases upon renewal reflecting both inflationary increases and the additional value provided by our solutions. In addition to the expected increase in subscription revenue from price increases over time, existing customers may subscribe for additional features, learners or services during the term. We believe that this measure provides a fair real-time measure of performance in a subscription-based environment. Annual Recurring Revenue provides us with visibility for consistent and predictable growth to our cash flows. Our strong total revenue growth coupled with increasing Annual Recurring Revenue indicates the continued strength in the expansion of our business and will continue to be our target on a go-forward basis. See “Non-IFRS Measures and Reconciliation of Non-IFRS Measures—Key Performance Indicators” in our Annual MD&A and our Interim MD&A, which are incorporated by reference herein.

Recent Developments

Effective October 1, 2020, Daniel Klass resigned from his position as a director of Docebo. Mr. Klass was on the Company’s board of directors since 2016.

On October 30, 2020, Docebo acquired all of the issued and outstanding shares of forMetris, a leading SaaS-based learning impact evaluation platform based in Paris, France. Docebo has already developed built-in integrations with the forMetris platform and will be launching this new product offering as Docebo Learning Impact, available as part of the Docebo suite of products or as a standalone solution. The forMetris team in Paris, along with its founder and CEO Laurent Balagué, will join Docebo.

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RISK FACTORS

An investment in the Offered Shares involves risks. Before purchasing the Offered Shares, prospective investors should carefully consider the information contained in, or incorporated by reference into, this Prospectus Supplement and the Shelf Prospectus, including, without limitation, the risk factors identified in our Interim MD&A, incorporated by reference into this Prospectus Supplement and under “Risk Factors” in our Annual Information Form also incorporated by reference herein. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations or cash flows, or your investment in the Offered Shares could be materially adversely affected.

Natural disasters, public health crises, political crises, or other catastrophic events may adversely affect our business, operating results or financial position.

Natural disasters, such as earthquakes, hurricanes, tornadoes, floods, and other adverse weather and climate conditions; unforeseen public health crises such as the recent global outbreak of COVID-19, and other pandemics and epidemics; political crises, such as terrorist attacks, war, and other political instability; or other catastrophic events, could disrupt our operations in any of our offices or the operations of one or more of our third-party providers and vendors. To the extent any of these events occur, our business and results of operations could be adversely affected. For example, the outbreak of COVID-19 has adversely affected, and will likely continue to adversely affect, our employees and customers. However, the impact of COVID-19, with its combined health toll and sharp decline in global economic output, is unprecedented and the full extent of the impact will depend on future developments. These developments are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning its severity, its duration and actions by government authorities to contain the outbreak or manage its impact. In response to the pandemic, we have modified our business practices with a focus on the health and well-being of our workforce both in Europe and North America. All of our offices currently remain closed with employees working remotely. The extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance remains uncertain.

Management of the Company will have broad discretion in the application of the net proceeds to the Company of the Offering.

We cannot specify with certainty the particular uses of the net proceeds we will receive from the Offering. Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in “Use of Proceeds”. Accordingly, a purchaser of Offered Shares will have to rely upon the judgment of our management with respect to the use of the proceeds, with only limited information concerning management’s specific intentions. Our management may spend a portion or all of the net proceeds from this Offering in ways that our shareholders might not desire, that might not yield a favourable return and that might not increase the value of a purchaser’s investment. The failure by our management to apply these funds effectively could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Notably, we have in the past made, and in the future may make, acquisitions and investments that could divert management’s attention, result in operating difficulties and dilution to our shareholders and otherwise disrupt our operations and adversely affect our business, operating results or financial position, and involve other risks and uncertainties outlined in this Prospectus Supplement, the accompanying Shelf Prospectus and in the documents incorporated by reference herein and therein. Pending their use, we may invest the net proceeds of the Offering in a manner that does not produce income or that loses value.

Our Common Shares do not currently trade on a stock exchange in the United States and we do not know whether a market for the Common Shares will develop to provide you with adequate liquidity.

Our Common Shares are currently listed only on the TSX. Prior to this Offering, the Common Shares have not been listed on a stock exchange in the United States. We have applied to list our Common Shares on Nasdaq in connection with this Offering. However, if an active trading market does not develop in the United States, you may have difficulty selling any of the Common Shares that you buy over a U.S. exchange. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on the Nasdaq or otherwise, or how liquid that market might become. The price of the Common Shares in this Offering may not be indicative of prices that will prevail in the United States trading market or otherwise following the Offering. Listing of

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our Common Shares on the Nasdaq in addition to the TSX may increase price volatility on the TSX and also result in volatility of the trading price on the Nasdaq because trading will be in two markets, which may result in less liquidity on both exchanges. In addition, different liquidity levels, volumes of trading, currencies and market conditions on the two exchanges may result in different prevailing trading prices.

There is no guarantee that the Common Shares will earn any positive return in the short term or long term.

A holding of Common Shares is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Common Shares is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.

The Company may sell additional Common Shares or other securities that are convertible or exchangeable into Common Shares in subsequent offerings or may issue additional Common Shares or other securities to finance future acquisitions.

The Company cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares or other securities that are convertible or exchangeable into Common Shares, or the perception that such sales or issuances could occur, may adversely affect prevailing market prices of the Common Shares. With any additional sale or issuance of Common Shares or other securities that are convertible or exchangeable into Common Shares, investors will suffer dilution to their voting power and economic interest in the Company. Furthermore, to the extent holders of the Company’s stock options or other convertible securities convert or exercise their securities and sell the Common Shares they receive, the trading price of the Common Shares may decrease due to the additional amount of Common Shares available in the market.

The market price for the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company’s control.

The factors which may contribute to market price fluctuations of the Common Shares include the following:

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actual or anticipated fluctuations in the Company’s quarterly results of operations;

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recommendations by securities research analysts;

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changes in the economic performance or market valuations of companies in the industry in which the Company operates;

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addition to or departure of the Company’s executive officers, directors and other key personnel;

•

release or expiration of transfer restrictions on outstanding Common Shares (including Common Shares subject to lock-up restrictions);

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sales or perceived sales of additional Common Shares;

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operating and financial performance that vary from the expectations of management, securities analysts and investors;

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regulatory changes affecting the Company’s industry generally and its business and operations;

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announcements of developments and other material events by the Company or its competitors;

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fluctuations to the costs of vital production materials and services;

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changes in global financial markets and global economies and general market conditions, such as interest rates;

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significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors;

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litigation or regulatory action against us;

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operating and share price performance of other companies that investors deem comparable to the Company or from a lack of market comparable companies;

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•

news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets; and

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current and future global economic, political and social conditions, including the COVID-19 pandemic.

The Company has not declared and paid dividends in the past and may not declare and pay dividends in the future, and consequently, purchasers in the Offering may never receive a return on their investment.

Any decision to declare and pay dividends in the future will be made at the discretion of the Company’s board of directors and will depend on, among other things, financial results, cash requirements, contractual restrictions and other factors that the Company’s board of directors may deem relevant. As a result, investors may not receive any return on an investment in the Common Shares unless they sell their Common Shares for a price greater than that which such investors paid for them.

Future sales, or the perception of future sales, of Common Shares by existing shareholders or by us, or future dilutive issuances of Common Shares by us, could adversely affect prevailing market prices for the Common Shares.

Subject to compliance with applicable securities laws, sales of a substantial number of Common Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of Common Shares or securities convertible into Common Shares intend to sell Common Shares, could reduce the prevailing market price of our Common Shares. We cannot predict the effect, if any, that future public sales of these securities or the availability of these securities for sale will have on the market price of our Common Shares. If the market price of our Common Shares were to drop as a result, this might impede our ability to raise additional capital and might cause remaining shareholders to lose all or part of their investment.

Following the consummation of this Offering, the Company, all directors and officers of the Company and their affiliated shareholders, including Intercap Equity Inc., which beneficially held approximately 57% of our Common Shares outstanding as of September 30, 2020, will be subject to “lock-up” restrictions, as described under “Plan of Distribution”. The applicable Underwriters might waive the provisions of these “lock-up” restrictions and allow the Company to, among other things, issue additional Common Shares, or allow the directors and officers of the Company and their affiliated shareholders to sell their Common Shares at any time. There are no pre-established conditions for the grant of such a waiver by the applicable Underwriters, and any decision by the applicable Underwriters to waive those conditions may depend on a number of factors, which might include market conditions, the performance of our Common Shares in the market and our financial condition at that time. If the “lock-up” restrictions of the Company are waived, additional Common Shares will be issued, and if the “lock-up” restrictions of the directors and officers of the Company are waived, additional Common Shares will be available for sale into the public market, subject to applicable securities laws, which, in both cases, could reduce the prevailing market price for our Common Shares.

Moreover, Intercap, as principal shareholders of the Company, have the right, subject to the terms of the lock-up agreements discussed above, under the investor rights agreement dated October 8, 2019 among the Company and certain of its shareholders (as amended and supplemented, the “Investor Rights Agreement”) to require us to file a prospectus covering their registrable securities or to include their registrable securities in prospectuses or registration statements that we may file for ourselves or on behalf of either Intercap Equity Inc. or Intercap Financial Inc. See “Agreements with Retained Interest Holders—Investor Rights Agreement” in the Annual Information Form incorporated by reference herein. In connection with the Offering, we expect to enter into a letter agreement with Intercap pursuant to the terms of the Investor Rights Agreement to provide Intercap with U.S. registration rights given that our Common Shares will now be listed on a U.S. stock exchange. See “Plan of Distribution—IRA Letter Agreement”. Intercap has also informed us that, in connection with a credit agreement, it has pledged certain of the Common Shares it holds. Enforcement against such collateral by Intercap’s creditor could materially adversely affect the price of our Common Shares.

In addition, certain holders of options and other share-based awards will have an immediate income inclusion for tax purposes when they exercise their options or when their other awards are share-settled (that is, tax is not deferred until they sell the underlying Common Shares). As a result, these holders may need to sell Common Shares purchased on the exercise of options or issued upon share settlement of share-based awards in the same year that they exercise

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their options or in which their share-based awards are share-settled. This might result in a greater number of Common Shares being sold in the public market, and reduced long-term holdings of Common Shares by our management and employees.

Our constating documents permit us to issue additional securities in the future, including Common Shares and preferred shares without additional shareholder approval.

Our restated articles of incorporation permit us to issue an unlimited number of Common Shares. We anticipate that we will, from time to time, issue additional Common Shares in the future, including in connection with potential acquisitions. Subject to the requirements of the TSX and the Nasdaq, we will not be required to obtain the approval of shareholders for the issuance of additional Common Shares. Any further issuances of Common Shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

Our articles of amendment also permit us to issue an unlimited number of preferred shares, issuable in series. While we have no present plans to issue any preferred shares, our board of directors has the authority to issue preferred shares and determine the price, designation, rights, (including voting and dividend rights), preferences, privileges, restrictions and conditions of such preferred shares and to determine to whom they shall be issued. Any issuance of preferred shares may result in further dilution to existing shareholders and have an adverse effect on the value of their shareholdings. We cannot foresee the terms and conditions of any future offerings of preferred shares nor the effect they may have on the market price of the Common Shares.

You will experience immediate and substantial dilution.

Since the Offering Price is substantially higher than the net tangible book value per share of our Common Shares, you will suffer substantial dilution in the net tangible book value of the Offered Shares you purchase in this Offering. Based on our public offering of Offered Shares at the Offering Price per Offered Share, after deducting the Underwriters’ Fee and the estimated expenses payable by us in connection with the Offering, and based on a net tangible book value of our Common Shares as of September 30, 2020, as adjusted to give effect to this Offering, if you purchase Offered Shares in this Offering, you will experience immediate dilution of US$ per Common Share. The exercise of outstanding stock options and the settlement of outstanding restricted share units and performance share units could result in further dilution of your investment.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade our Common Shares, the price of our Common Shares could decline.

The trading market for our Common Shares depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the price of our Common Shares would likely decline. In addition, if our results of operations fail to meet the forecast of analysts, the price of our Common Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Common Shares could decrease, which might cause the price and trading volume of our Common Shares to decline.

We will incur increased costs as a result of being a public company in the United States, and our management will be required to devote substantial time to United States public company compliance efforts.

As a public company in the United States, we will incur additional legal, accounting, Nasdaq, reporting and other expenses that we did not incur as a public company in Canada. The additional demands associated with being a U.S. public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue-producing activities to additional management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our business. Any of these effects could harm our business, results of operations and financial condition.

If our efforts to comply with new United States laws, regulations and standards differ from the activities intended by regulatory or governing bodies, such regulatory bodies or third parties may initiate legal proceedings against us and

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our business may be adversely affected. As a public company in the United States, it is more expensive for us to obtain director and officer liability insurance, and we will be required to accept reduced coverage or incur substantially higher costs to continue our coverage. These factors could also make it more difficult for us to attract and retain qualified directors.

The U.S. Sarbanes-Oxley Act 2002, as amended (the “U.S. Sarbanes-Oxley Act”) requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. Pursuant to Section 404 of the U.S. Sarbanes-Oxley Act (“Section 404”), we will be required to furnish a report by our management on our internal control over financial reporting (“ICFR”), which, if or when we are no longer an emerging growth company, must be accompanied by an attestation report on ICFR issued by our independent registered public accounting firm.

To achieve compliance with Section 404 within the prescribed period, we will document and evaluate our ICFR, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of our ICFR, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for ICFR. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our ICFR is effective as required by Section 404. This could result in a determination that there are one or more material weaknesses in our ICFR, which could cause an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial statements. In addition, in the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate, or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our Common Shares may decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq.

As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to our shareholders.

We are a “foreign private issuer” as such term is defined in Rule 405 under the U.S. Securities Act, and are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare our disclosure documents filed under the Exchange Act in accordance with Canadian disclosure requirements. Under the Exchange Act, we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, we will not file the same reports that a U.S. domestic issuer would file with the SEC, although we will be required to file or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In addition, our officers, directors, and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. We are also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While we expect to comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive in every case the same information at the same time as such information is provided by U.S. domestic companies.

In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. securities laws, and provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. We plan to rely on exemptions under Nasdaq listing standards from the requirement to have fully independent compensation and nominating and corporate governance committees, as defined under Nasdaq rules. In addition, we do not intend to follow the minimum quorum requirements for shareholder meetings as well as certain shareholder approval requirements prior to the issuance of securities under Nasdaq listing standards, as permitted for foreign private issuers. As a result, our shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all U.S. corporate governance requirements.

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Following the completion of the Offering, we may cease to qualify as a foreign private issuer. If we cease to qualify, we will be subject to the same reporting requirements and corporate governance requirements as a U.S. domestic issuer which may increase our costs of being a public company in the United States.

We will be relying on the one-year phase in period for our audit committee composition under Nasdaq and SEC rules.

Under Nasdaq listing standards and SEC rules, we are required to have a fully independent audit committee, subject to limited exceptions and phase-in periods. Upon the closing of this offering, two of our three audit committee members will be independent under Nasdaq listing standards and SEC rules for foreign private issuers. We intend to appoint one additional independent director to our audit committee to replace the non-independent director within one year following this offering pursuant to the applicable Nasdaq and SEC phase-in provisions for initial public offerings. During this phase-in period, our shareholders may not have the same protections afforded to shareholders of companies of which the audit committee is fully independent. If, within the phase-in period, we are not able to appoint an additional director who is independent and would otherwise meet Nasdaq’s audit committee composition requirements, or otherwise comply with the Nasdaq listing requirements, we may be subject to enforcement actions by Nasdaq and our Common Shares may be subject to delisting.

We are an emerging growth company and intend to take advantage of reduced disclosure requirements applicable to emerging growth companies, which could make our Common Shares less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (ii) December 31, 2025 (the last day of the fiscal year ending after the fifth anniversary of the effective date of the Registration Statement); (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; or (iv) the date we qualify as a “large accelerated filer” under the rules of the SEC, which means the market value of our Common Shares held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter after we have been a reporting company in the United States for at least 12 months. For so long as we remain an emerging growth company, we are permitted to and intend to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

We may take advantage of some, but not all, of the available exemptions available to emerging growth companies. We cannot predict whether investors will find our Common Shares less attractive if we rely on these exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares and the price of our Common Shares may be more volatile.

The Company is governed by the corporate and securities laws of Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware, U.S. and U.S. securities laws.

The Company is governed by the OBCA and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together with the Company’s constating documents, have the effect of delaying, deferring or discouraging another party from acquiring control of the Company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance. The material differences between the OBCA and Delaware General Corporation Law (“DGCL”) that may have the greatest such effect include, but are not limited to, the following: (i) for material corporate transactions (such as mergers and amalgamations, other extraordinary corporate transactions or amendments to the Company’s articles) the OBCA generally requires a two-thirds majority vote by shareholders, whereas DGCL generally requires only a majority vote; and (ii) under the OBCA, holders of 5% or more of the Company’s shares that carry the right to vote at a meeting of shareholders can requisition a special meeting of shareholders, whereas such right does not exist under the DGCL.

We may incur additional costs to maintain legitimate means for our transfer and receipt of personal data from the EEA, or may be unable to maintain such legitimate means.

With regard to transfers to the U.S. of personal data (as such term is defined under the General Data Protection Regulation) from our European employees, customers and users, we relied until recently upon the EU—U.S. Privacy

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Shield, as well as EU standard contractual clauses in certain circumstances. Both the EU—U.S. Privacy Shield and EU standard contractual clauses have been subject to legal challenge, resulting in the EU—U.S. Privacy Shield being recently invalidated by the Court of Justice of the European Union (the “CJEU”). While the validity of the EU standard contractual clauses was confirmed by the CJEU, the use of the standard clauses with respect to data transfers to the U.S. may be subject to further challenge. The U.S. Department of Commerce and the European Commission have initiated discussions to evaluate the potential for an enhanced EU—U.S. Privacy Shield framework that would comply with the CJEU decision; however, such an enhancement may not be created, or any such enhancement could be subject to further challenge before the European courts. Accordingly, we may experience reluctance or refusal by current or prospective European customers to use our products, and we may find it necessary or desirable to make further changes to our handling of personal data of EEA residents, including arrangements to store and process such data outside the U.S. We may also be unsuccessful in maintaining legitimate means for our transfer and receipt of personal data from the EEA. The regulatory environment applicable to the handling of EEA residents’ personal data, and our actions taken in response, may cause us to assume additional liabilities or incur additional costs, and could result in our business, operating results and financial condition being harmed. Additionally, should we continue to transfer the personal data of EEA residents to the U.S. without a General Data Protection Regulation-compliant solution, we and our customers may face a risk of enforcement actions by data protection authorities in the EEA relating to personal data transfers to us and by us from the EEA. Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business, operating results and financial condition.

As the Company is a Canadian corporation and most of its directors and officers reside or are organized in Canada or the provinces thereof, it may be difficult for United States shareholders to effect service on the Company to realize on judgments obtained in the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

The Company is governed by the OBCA with its principal place of business in Canada, most of its directors and officers reside or are organized in Canada or the provinces thereof and the majority of the Company’s assets and the all or a substantial portion of the assets of these persons may be located outside the United States. Consequently, it may be difficult for investors who reside in the United States to effect service of process in the United States upon the Company or upon such persons who are not residents of the United States, or to realize upon judgments of courts of the United States predicated upon the civil liability provisions of the U.S. federal securities laws. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against the Company or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States, or (ii) would enforce, in original actions, liabilities against the Company or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws. Similarly, some of the Company’s directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these persons. In addition, it may not be possible for Canadian investors to collect from these persons judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in the United States based solely on violations of Canadian securities laws.

If a United States person is treated as owning at least 10% of our Common Shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our Common Shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group. Because our group includes one or more U.S. subsidiaries, we expect that certain of our non-U.S. subsidiaries will be treated as controlled foreign corporations (regardless of whether or not we are treated as a controlled foreign corporation). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed

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to a United States shareholder that is a U.S. corporation. Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any such controlled foreign corporation or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our Common Shares.

We may be a passive foreign investment company, which may result in adverse U.S. federal income tax consequences for U.S. Holders of Common Shares.

Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of the average quarterly value of our assets are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. Our status as a PFIC may also depend on how quickly we use the cash proceeds from this Offering in our business. Based on the nature of our income and the value and composition of our assets, we do not believe we were a PFIC during the taxable year ended December 31, 2019. Because PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, there can be no assurance that we will not be a PFIC for the current or future taxable years. If we are characterized as a PFIC, our shareholders who are U.S. Holders may suffer adverse tax consequences, including the treatment of gains realized on the sale of our Common Shares as ordinary income, rather than as capital gain, the loss of the preferential rate applicable to dividends received on our Common Shares by individuals who are U.S. Holders, and the addition of interest charges to the tax on such gains and certain distributions. A U.S. shareholder of a PFIC generally may mitigate these adverse U.S. federal income tax consequences by making a Qualified Electing Fund (“QEF”) election, or, to a lesser extent, a mark-to-market election. However, we do not intend to provide the information necessary for U.S. Holders to make QEF elections if we are classified as a PFIC.

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CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

We express all amounts in this Prospectus Supplement in U.S. dollars, except where otherwise indicated. References to “$”and “US$” are to U.S. dollars and references to “C$” are to Canadian dollars.

The following table sets forth, for the periods indicated, the high, low, average and end of period daily average exchange rates for one U.S. dollar, expressed in Canadian dollars, published by the Bank of Canada during the respective periods.


	Fiscal Quarter Ended September 30, 2020		Fiscal Year Ended December 31, 2019		Fiscal Year Ended December 31, 2018
Low		1.3042		1.2988		1.2288
High		1.3616		1.3600		1.3642
Average		1.3321		1.3269		1.2957
End		1.3339		1.2988		1.3642

On November 30, 2020, the Bank of Canada daily exchange rate was US$1.00 = C$1.2965.

USE OF PROCEEDS

The aggregate net proceeds to be received by us from the sale of the Offered Shares under the Offering are approximately US$ after deducting the Underwriters’ Fee and other expenses relating to the Offering payable by us, which are estimated to be US$ .

We intend to use the net proceeds of the Offering to strengthen our financial position and allow us to pursue our growth strategies, which include: expanding our customer base; supporting the growth of existing customers; expanding our solutions; and other general corporate purposes.

We may also use a portion of the net proceeds of the Offering to expand our current business through acquisitions of, or investments in, other complementary businesses, products or technologies. However, we have no agreements or commitments with respect to any acquisitions or investments at this time.

As a result of our significant growth in recent periods and the fact that we operate in a dynamic and rapidly-evolving market, we do not believe we can provide the approximate amounts of the proceeds that will be allocated to each of these purposes with certainty. As such, we have not specifically allocated the net proceeds amongst these purposes as at the date of this Prospectus Supplement. Such decisions will depend on market and competitive factors, as they evolve over time. Pending their use, we intend to invest the net proceeds from this Offering in short-term, investment grade, interest bearing instruments or hold them as cash.

While we currently anticipate that we will use the net proceeds of the Offering as set forth above, we may use the net proceeds differently, having consideration to our strategy relative to market and other conditions, as well as other factors described under “Risk Factors”.

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CONSOLIDATED CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and consolidated capitalization as at September 30, 2020 (i) on an actual basis and (ii) on an adjusted basis to give effect to the issuance and sale of Offered Shares in the Offering, after deducting the Underwriters’ Fee and estimated offering expenses payable by us. This table should be read in conjunction with our Interim Financial Statements and Interim MD&A, each of which is incorporated by reference in this Prospectus Supplement.


	As at September 30, 2020
	Actual			As Adjusted
	(in thousands of US$)
Cash and cash equivalents		60,835			⁽¹⁾

Shareholders’ equity
Share capital (Common Shares, no par value—29,110,300 Common Shares issued and outstanding, Actual; Common Shares issued and outstanding, As Adjusted)⁽²⁾		108,048			⁽³⁾⁽⁴⁾
Contributed surplus		2,364
Accumulated other comprehensive (loss) income		(1,230	)
Deficit		(64,184	)

Total equity		44,998

Total capitalization		44,998

Notes: (1)

The amount included in the table includes the estimated net proceeds of the Offering to be received by the Company from the sale of Offered Shares after deducting the Underwriters’ Fee and estimated expenses of the Offering, assuming all such estimated expenses are paid upon closing of the Offering.

(2)

As at September 30, 2020, the Company’s authorized share capital is comprised of (i) an unlimited number of Common Shares and (ii) an unlimited number of preferred shares, issuable in series.

(3)

The amount included in the table includes additional share capital raised by the Company through the Offering from the sale of the Offered Shares estimated to amount to approximately US$ million after deducting the Underwriters’ Fee and the estimated expenses of the Offering.

(4)

The number of Common Shares to be outstanding after the Offering is computed on the basis of 29,110,300 Common Shares outstanding as September 30, 2020, and excludes (i) Common Shares issuable upon the exercise of stock options outstanding as of September 30, 2020 under our legacy option plan dated September 22, 2016 (the “Legacy Option Plan”) and omnibus equity incentive plan dated October 8, 2019 (the “Omnibus Equity Incentive Plan”), (ii) Common Shares issuable upon the vesting and redemption of deferred share units outstanding as of September 30, 2020 under the Omnibus Equity Incentive Plan; (iii) Common Shares reserved for future issuance under the Legacy Option Plan and Omnibus Incentive Plan and (iv) Common Shares issuable upon the exercise of stock options and vesting and redemption of deferred share units granted subsequent to September 30, 2020. See Note 8 to the Interim Financial Statements for more information on the Common Shares issuable upon the exercise of stock options and the vesting and redemption of deferred share units under our Legacy Option Plan and Omnibus Equity Incentive Plan.

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PLAN OF DISTRIBUTION

General

Pursuant to the Underwriting Agreement, the Company has agreed to issue and sell and the Underwriters have agreed to purchase, as principals, severally and not jointly (within the meaning of such terms under the laws of the State of New York) on the Closing Date, or such earlier or later date as the Company and the Underwriters may agree, but in any event no later than , 2020, the number of Offered Shares set out opposite their respective names below, representing an aggregate of Offered Shares, at a price of US$ per Offered Share, for an aggregate gross consideration of US$ , payable in cash against delivery of the Offered Shares. The Offering Price was determined by negotiation between the Company and the Underwriters, with reference to the then-current market price for the Common Shares.


Underwriter		Number of Offered Shares
Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC
Canaccord Genuity LLC

Total

The Offered Shares are being offered in the United States by the U.S. Underwriters and in Canada by the Canadian Underwriters pursuant to the Underwriting Agreement. The Offering is being made concurrently in Canada under the terms of the Shelf Prospectus and this Prospectus Supplement and in the United States under the terms of the Registration Statement, of which the Shelf Prospectus and this Prospectus Supplement form part, through the Underwriters and/or affiliates thereof registered to offer the Offered Shares for sale in such jurisdictions in accordance with applicable securities laws and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters, their affiliates, or such other registered dealers as may be designated by the Underwriters, may offer the Offered Shares outside of Canada and the United States.

The Underwriting Agreement provides that the Company will pay the Underwriters at the time of closing of the Offering a fee of US$ per Offered Share sold pursuant to the Offering, including any Additional Shares sold pursuant to the exercise of the Over-Allotment Option. The Company has agreed to reimburse the Underwriters for FINRA and other expenses in an amount not to exceed US$35,000. The Company has granted to the Underwriters an Over-Allotment Option, in whole or in part, from time to time not later than 30 days after the date of the Underwriting Agreement, to purchase from the Additional Shares on the same terms as set out above solely to cover the Underwriters’ over-allocation position, if any, and for market stabilization purposes. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option and the distribution of up to Additional Shares, in aggregate, to be sold by the Company upon exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the over-allocation position acquires those shares under this Prospectus Supplement regardless of whether the over allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

The obligations of the Underwriters under the Underwriting Agreement are several and not joint (within the meaning of such terms under the laws of the State of New York) and are subject to certain closing conditions. The Underwriters may terminate their obligations under the Underwriting Agreement by notice given by the representatives to the Company, if after the execution and delivery of the Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the Nasdaq, the New York Stock Exchange (“NYSE”), the NYSE American, or the TSX, (ii) trading of any securities of the Company shall have been suspended on the Nasdaq or TSX, (iii) a material disruption in securities settlement, payment or clearance services in the United States or Canada shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by U.S. Federal or New York State or Canadian authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in the representatives’ judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the representatives’ judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Shares on the terms and in the manner

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contemplated in this Prospectus Supplement. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any Offered Shares are purchased under the Underwriting Agreement.

Subject to the terms of the Underwriting Agreement, the Company has also agreed to indemnify the Underwriters and their respective directors, officers, employees and agents against certain liabilities, including civil liabilities under Canadian and United States securities legislation, or to contribute to any payments the Underwriters may be required to make in respect thereof. The Underwriters, as principals, conditionally offer the Offered Shares qualified under this Prospectus Supplement and the Shelf Prospectus, subject to prior sale, when, as and if delivered to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the Offered Shares, and other conditions contained in the Underwriting Agreement, such as the receipt by the Underwriters of officers’ certificates and legal opinions. The Underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Pursuant to the Underwriting Agreement, the Company has agreed that until the date that is 90 days following the date of the Underwriting Agreement (the “Restricted Period”), it will not, directly or indirectly, and will not publicly disclose any intention to, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Canaccord Genuity LLC, subject to certain exceptions: (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, or, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) file any registration statement with the SEC or prospectus with any Canadian securities regulatory authority relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. The exceptions include: (a) the Offered Shares (and any Additional Shares) to be sold in the Offering; (b) the issuance of incentive compensation or equity (including the Common Shares) under the incentive plans of the Company, as such plans may be adopted, amended or restated, (c) any Common Shares issued pursuant to any existing employee share purchase plan of the Company, (d) the filing of one or more registration statements on Form S-8 relating to stock options, other equity awards or employee benefits of the Company, provided certain conditions are met, (e) Common Shares or other securities issued in connection with an acquisition or a transaction that includes a commercial relationship (including joint ventures, collaborations, partnership or other strategic acquisitions, but excluding stock options); provided certain conditions are met, including that (i) the aggregate amount of Common Shares issued in connection with such transactions does not exceed 10% of the total shares outstanding of the Company upon consummation of the Offering, and, (ii) in the case of any such issuance prior to the expiration of the Restricted Period, each such recipient of Common Shares or securities agrees to be bound by restrictions applicable to the Company’s directors and officers detailed below or (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act or similar plan under Canadian securities laws for the transfer of Common Shares, provided that certain conditions are met, including that such plan does not provide for the transfer of Common Shares, during the Restricted Period, and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares may be made under such plan during the Restricted Period.

In addition, the directors, officers and certain shareholders of the Company have executed “lockup” letters pursuant to which, until the date that is 90 days following the date of the final prospectus supplement relating to this Offering (the “Lock-Up Restricted Period”), they have agreed that they will not, and will not publicly disclose the intention to, without the consent of Morgan Stanley & Co. LLC, Goldmans Sachs & Co. LLC and Canaccord Genuity LLC, subject to certain exceptions: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by them or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares. The exceptions include: (a) the Offered Shares and Additional Shares sold in the Offering; (b) transactions relating to Common Shares or other securities acquired in open market transactions after completion of the Offering, subject to certain exceptions; (c) a bona fide gift, including charitable contributions, of Common Shares or securities convertible into Common Shares; (d) distributions of Common Shares

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or any security convertible into Common Shares to limited partners, members or stockholders or other equity holders of the signatory; (e) transfers of Common Shares or any security convertible into Subordinate Common Shares to certain affiliates of the signatory, subject to certain exceptions, (f) a bona fide third-party tender offer, take-over bid, plan of arrangement, merger, consolidation or other similar transaction made to all holders of Common Shares involving a change of control of the Company, provided that certain conditions are met; (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act or similar plan under Canadian securities laws for the transfer of Common Shares, provided that certain conditions are met, (h) receipt of securities (including on a “net” basis with transfers to the Company) solely made in connection with exercises of outstanding stock options or warrants or vesting and/or redemptions of restricted shares units or other equity awards of the Company, provided that certain conditions are met, (i) transfers of up to an aggregate of 125,000 Common Shares by certain of the Company’s directors and officers; and (j) in the case of Intercap, the existing pledge of certain of its Common Shares pursuant to an existing credit agreement. See “Risk Factors—Future sales, or the perception of future sales, of Common Shares by existing shareholders or by us, or future dilutive issuances of Common Shares by us, could adversely affect prevailing market prices for the Common Shares.”

The outstanding Common Shares are listed and posted for trading on the TSX under the symbol “DCBO”. On November 30, 2020, the last trading day before the filing of this Prospectus Supplement, the closing price of the Common Shares on the TSX was C$67.69 or US$52.21 (based on the daily exchange rate for the U.S dollar in terms of Canadian dollars, as quoted by the Bank of Canada, of C$1.00 = US$0.7713). The Company has applied to list the Offered Shares and the Additional Shares on the TSX and has applied to list the Offered Shares, the Additional Shares and its outstanding Common Shares on the Nasdaq under the trading symbol “DCBO”. Listing is subject to the Company fulfilling all of the listing requirements of the TSX and Nasdaq, respectively.

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made reasonable efforts to sell the Offered Shares at the Offering Price, the Underwriters may offer the Offered Shares to the public at prices lower than the Offering Price, and the compensation realized by the Underwriters pursuant to the Offering will effectively be decreased by the amount that the price paid by purchasers for the Offered Shares is less than the original Offering Price. Any such reduction will not affect the net proceeds of the Offering received by the Company.

Pursuant to the rules and policy statements of certain Canadian securities regulatory authorities, the Underwriters may not, throughout the period of distribution under this Prospectus Supplement, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable Canadian regulatory authorities and the TSX including the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and market-balancing activities and a bid or purchase made on behalf of a client where the client’s order was not solicited during the period of distribution.

Subject to applicable laws, the Underwriters may, in connection with this Offering, over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market, including: stabilizing transactions; short sales; purchases to cover positions created by short sales; imposition of penalty bids; and syndicate covering transactions. Such transactions, if commenced, may be discontinued at any time.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or delaying a decline in the market price of the Common Shares while the Offering is in progress. Short sales involve the sale by the Underwriters of a greater number of Common Shares than they are required to purchase in the Offering. Short sales may be “covered short sales”, which are short positions in an amount not greater than the Over-Allotment Option, or may be “naked short sales”, which are short positions in excess of that amount.

The Underwriters may close out any covered short position either by exercising the Over-Allotment Option, in whole or in part, or by purchasing Common Shares in the open market. In making this determination, the Underwriters will consider, among other things, the price of the Common Shares available for purchase in the open market compared with the price at which they may purchase Common Shares through the Over-Allotment Option. If, following the closing of the Offering, the market price of the Common Shares decreases, the short position created by the over-allocation position in the Common Shares may be filled through purchases in the open market, creating upward pressure on the price of the Common Shares. If, following the closing of the Offering, the market price of Common

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Shares increases, the over-allocation position in the Common Shares may be filled through the exercise of the Over-Allotment Option.

The Underwriters must close out any naked short position by purchasing Common Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market that could adversely affect investors who purchase in the Offering. Any naked short position would form part of the Underwriters’ over-allocation position. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position resulting from any covered short sales or naked short sales will acquire such Common Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that the Company will arrange for the instant deposit of the Offered Shares by the Underwriters under the book-based system of registration, to be registered to DTC and deposited with DTC on the Closing Date, or as otherwise may be agreed to among the Company and the Underwriters. In the case of certain Canadian purchasers, the Company may alternatively arrange for the electronic deposit of the Offered Shares distributed under the Offering under the book-based system of registration, to be registered in the name of CDS or its nominee and deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of the Offered Shares will receive only a customer confirmation from the Underwriter or other registered dealer from or through whom a beneficial interest in the Offered Shares is purchased.

Relationship Between the Company and Certain Underwriters

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

IRA Letter Agreement

The Investor Rights Agreement currently provides Intercap with certain registration rights for public offerings in Canada. In connection with the Offering, and as required pursuant to Section 4.3 of the Investor Rights Agreement, we will supplement the Investor Rights Agreement by entering into a letter agreement with Intercap, pursuant to which Docebo will provide Intercap with U.S. registration rights that are substantially similar, and in addition to, to those provided to Intercap under the Investor Rights Agreement in respect of Canadian offerings (the “IRA Letter Agreement”), given that our Common Shares will now be listed on a U.S. stock exchange.

The IRA Letter Agreement provides, among other things:

•

Intercap with the right (the “Demand Registration Right”) to require the Company to use reasonably commercial efforts to file a registration statement with the SEC covering all or a portion of the Common Shares held by Intercap for a public offering in the United States (a “Demand Distribution”), provided that

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the Company will not be obliged to effect (i) more than two Demand Distributions in any 12-month period (counted together with Demand Distributions for offerings made in Canada) or (ii) any Demand Distribution where the value of the Common Shares offered under such Demand Registration is less than $10 million; and

•

Intercap with the right (the “Piggy-Back Registration Right”) to require the Company to include its Common Shares in any future U.S. public offerings undertaken by the Company by way of a registration statement filed with the SEC covering Common Shares (a “Piggy-Back Distribution”).

To exercise these registration rights, Intercap, together with its affiliates and joint actors, must collectively own, in the aggregate, at least 10% of the issued and outstanding Common Shares at the time of exercise. The Demand Registration Right and Piggy-Back Registration Right will also be subject to various conditions and limitations, and the Company will be entitled to defer any Demand Distribution in certain circumstances for a period not exceeding 90 days. The expenses in respect of a Demand Distribution, subject to certain exceptions, will be borne by the Company and Intercap on a proportionate basis according to the number of Common Shares distributed by each. The expenses in respect of a Piggy-Back Distribution, subject to certain exceptions, will be borne by the Company, except that any underwriting fee and SEC or FINRA fees on the sale of Common Shares by Intercap and the fees of their external legal counsel will be borne by Intercap.

Selling Restrictions

European Economic Area and United Kingdom

In relation to each Member State of the EEA and the United Kingdom (each a “Relevant State”), no Common Shares have been offered or will be offered pursuant to the Offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Common Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of Common Shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a)

to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the Underwriters for any such offer; or

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided that no such offer of Common Shares shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any Common Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and the Common Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Common Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (including, in the United Kingdom, as it forms part of domestic law, whether by virtue of the European Union (Withdrawal) Act 2018 or as otherwise implemented).

In the United Kingdom, this Prospectus Supplement is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “FPO”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the FPO (all such persons together being referred to as “relevant persons”). Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this Prospectus Supplement or use it as the basis for taking any action, In the United Kingdom, any investment or investment activity that this Prospectus Supplement relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this Prospectus Supplement or any of its contents.

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Each Underwriter has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) received by it in connection with the issue or sale of the Common Shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Common Shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

This Prospectus Supplement is not intended to constitute an offer or solicitation to purchase or invest in the Common Shares. The Common Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”), and no application has or will be made to admit the Common Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Prospectus Supplement nor any other offering or marketing material relating to the Common Shares constitutes a prospectus pursuant to the FinSA, and neither this Prospectus Supplement nor any other offering or marketing material relating to the Common Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in the Dubai International Financial Centre

This Prospectus Supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This Prospectus Supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Prospectus Supplement nor taken steps to verify the information set forth herein and has no responsibility for the Prospectus. The Common Shares to which this Prospectus Supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Common Shares offered should conduct their own due diligence on the Common Shares. If you do not understand the contents of this Prospectus Supplement you should consult an authorized financial advisor.

Hong Kong

The Common Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation, or document relating to the Common Shares has been or may be issued or has been or may be in the possession of any person for the purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Common Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (FIEL) has been made or will be made with respect to the solicitation of the application for the acquisition of the Common Shares. Accordingly, the Common Shares have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan. For Qualified Institutional Investors (QII) please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the Common Shares constitutes either a “QII only private placement” or a “QII

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only secondary distribution”(each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Common Shares. The Common Shares may be transferred only to QIIs. For Non-QII Investors please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the Common Shares constitutes either a “small number private placement” or a “small number private secondary distribution”(each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Common Shares. The Common Shares may be transferred only en bloc without subdivision to a single investor.

Singapore

This Prospectus Supplement and the accompanying Shelf Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, this Prospectus Supplement and the accompanying Shelf Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Common Shares may not be circulated or distributed, nor may the Common Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Common Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Common Shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; (3) by operation of law; (4) pursuant to Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offer of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notification under Section 309B(1)(c) of the SFA

The Company has determined that the Common Shares are (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Solely for the purposes of its obligations pursuant to Section 309B of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in the CMP Regulations 2018), that the Common Shares are “prescribed capital markets products”(as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Australia

No “prospectus” or other “disclosure document”, as each of those terms are defined in the Corporations Act 2001 of Australia (the “Australian Corporations Act”), in relation to the Common Shares has been, or will be, lodged with the Australian Securities and Investments Commission. Each Underwriter has represented and agreed that it: (a) has not made (directly or indirectly) or invited, and will not make (directly or indirectly) or invite, an offer of the Common Shares for issue or sale in Australia (including an offer or invitation which is received by a person in Australia); and (b) has not distributed or published, and will not distribute or publish, this Prospectus Supplement, the accompanying Shelf Prospectus or any other offering material or advertisement relating to the Common Shares in Australia, unless: (i) the aggregate consideration payable for such Common Shares on acceptance of the offer is at least A $500,000 (or

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its equivalent in any other currency, in either case calculated in accordance with both section 708(9) of the Australian Corporations Act and regulation 7.1.18 of the Corporations Regulations 2001 of Australia) or the offer or invitation does not otherwise require disclosure to investors under Parts 6D.2 or 7.9 of the Australian Corporations Act; (ii) the offer or invitation constitutes an offer to either a “wholesale client” or “sophisticated investor” for the purposes of Chapter 7 of the Australian Corporations Act; (iii) such action complies with any applicable laws, regulations and directives (including without limitation, the licensing requirements set out in Chapter 7 of the Australian Corporations Act) in Australia; and (iv) such action does not require any document to be lodged with Australian Securities and Investments Commission or any other regulatory authority in Australia.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Goodmans LLP, Canadian counsel to the Company, and Stikeman Elliott LLP, Canadian counsel to the Underwriters, the following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (collectively, the “Tax Act”) generally applicable to a holder who acquires as beneficial owner Common Shares pursuant to this Offering and who, for the purposes of the Tax Act and at all relevant times, holds Common Shares as capital property, deals at arm’s length with the Company or the Underwriters, is not affiliated with the Company, has not entered into and will enter into, with respect to their Common Shares, a “derivative forward agreement”, a “synthetic disposition arrangement” or a “dividend rental arrangement” each as defined under the Tax Act (a “Holder”). Generally, the Common Shares will be considered to be capital property to a Holder unless they are held or acquired or deemed to be held or acquired in the course of carrying on a business of trading or dealing in securities or as part of an adventure or concern in the nature of trade.

This summary is based upon the current provisions of the Tax Act and counsel’s understanding of the current published administrative and assessing policies and practices of the Canada Revenue Agency. The summary also takes into account all specific proposals to amend the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and assumes that all such Tax Proposals will be enacted in the form proposed. No assurance can be given that the Tax Proposals will be enacted in the form proposed or at all. This summary does not otherwise take into account or anticipate any changes in law, whether by way of legislative, judicial or administrative action or interpretation, nor does it address any provincial, territorial or foreign tax considerations.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representations are made concerning the income tax consequences to any particular Holder or prospective Holder made. Accordingly, Holders are urged to consult with their own tax advisors about the specific tax consequences to them of acquiring, holding and disposing of Common Shares.

Currency Conversion

For purposes of the Tax Act, all amounts relevant in computing the income, taxable income and taxes payable by a Holder, including the cost and adjusted cost base of Common Shares, must be determined in Canadian dollars based on the exchange rate quoted by the Bank of Canada on the relevant date (or, if there is no such rate quoted for the relevant date, the closest preceding date for which such a rate is quoted) or such other rate of exchange that is acceptable to the Minister of National Revenue.

Residents of Canada

This portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act, and at all relevant times, is, or is deemed to be, resident in Canada (“Resident Holder”). This portion of the summary is not applicable to a Resident Holder: (a) that is a “financial institution”, as defined in the Tax Act for purposes of the “mark-to-market rules” contained in the Tax Act; (b) an interest in which would, or for whom a Common Share would, be a “tax shelter investment” as defined in the Tax Act; (c) that is a “specified financial institution” as defined in the Tax Act; or (d) that has elected to report its “Canadian tax results”, as defined in the Tax Act, in a currency other than the Canadian currency. Any such Holder to which this summary does not apply should consult its own tax advisor.

Additional considerations, not discussed herein, may be applicable to a Resident Holder that is a corporation resident in Canada and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or series of transactions or events that includes the acquisition of Common Shares, controlled by a non-resident person or, if no single non-resident person has control, by a group of non-resident persons that do not deal with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Resident Holders should consult their own tax advisors with respect to the consequences of acquiring Common Shares.

Certain Resident Holders whose Common Shares might not otherwise qualify as capital property may, in certain circumstances, make the irrevocable election pursuant to subsection 39(4) of the Tax Act to have its Common Shares,

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and every other “Canadian security”, as defined in the Tax Act, owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available and advisable in their own circumstances.

Dividends on Common Shares

Dividends received on a Common Share by a Resident Holder who is an individual (other than certain trusts) will be included in computing such Resident Holder’s income for the taxation year and will be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of dividends designated by the Company as “eligible dividends”. There may be limitations on the ability of the Company to designate dividends as “eligible dividends”. Dividends received by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult with their own tax advisors in this regard.

Dividends received on a Common Share by a Resident Holder that is a corporation will be included in computing such Resident Holder’s income for the taxation year generally will be deductible in computing its taxable income for that taxation year. In certain circumstances a dividend received by a Resident Holder that is a corporation may be deemed to be proceeds of disposition or a capital gain pursuant to subsection 55(2) of the Tax Act. A Resident Holder that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, generally will be liable to pay an additional tax under Part IV of the Tax Act on dividends received on Common Shares to the extent such dividends are deductible in computing the Resident Holder’s taxable income for the year. Such additional tax may be refundable in certain circumstances. Resident Holders that are corporations should consult with their own tax advisors having regard to their particular circumstances.

Dispositions of a Common Shares

Upon a disposition, or a deemed disposition, of a Common Share (other than to the Company, unless purchased by the Company in the open market in the manner in which Common Shares are normally purchased by any member of the public in the open market), a Resident Holder will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Common Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Common Share to the Resident Holder immediately before the disposition or deemed disposition. For this purpose, the adjusted cost base to a Resident Holder of a Common Share will be determined at any particular time by averaging the cost of such share with the adjusted cost base of all other Common Shares owned by the Resident Holder as capital property at that time. The Resident Holder’s cost for the purposes of the Tax Act of Common Shares generally will include all amounts paid or payable by the Resident Holder for the Common Shares, subject to certain adjustments under the Tax Act. Such capital gain (or capital loss) will be subject to the treatment described below under “—Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder for a taxation year must be included in computing the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in that taxation year. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition may be carried back and deducted in any of the three preceding taxation years, or carried forward and deducted in any subsequent year (against net taxable capital gains realized in such years), to the extent and under the circumstances described in the Tax Act. If the Resident Holder is a corporation, any such capital loss realized on the sale of a Common Share may be reduced by the amount of any dividends which have been received by the Resident Holder on such Common Share to the extent and in circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares, directly or indirectly through a partnership or a trust. Such Resident Holders should consult their own tax advisors.

Taxable capital gains realized by a Resident Holder who is an individual (including certain trusts) may give rise to alternative minimum tax depending on the Resident Holder’s circumstances.

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A Resident Holder that is throughout the year a “Canadian-controlled private corporation”(as defined in the Tax Act) may be liable to pay a refundable tax on certain investment income, including taxable capital gains.

Non-Resident Holders

This portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act and at all relevant times, (i) is not and is not deemed to be resident in Canada, and (ii) does not and will not use or hold, and is not and will not be deemed to use or hold, the Common Shares in connection with, or in the course of carrying on, a business or part of a business in Canada (a “Non-Resident Holder”). This summary does not apply to a Non-Resident Holder that carries on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Dividends on Common Shares

A dividend paid or credited, or deemed to be paid or credited, on a Common Share to a Non-Resident Holder will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. For example, the rate of withholding tax applicable to a dividend paid on a Common Share to a Non-Resident Holder who is a resident of the United States for purposes of the Canada-United States Income Tax Convention (1980), as amended (the “Convention”), beneficially owns the dividend, and is fully entitled to the benefits of the Convention, generally will be reduced to 15%. Non-Resident Holders should consult their own tax advisors having regard to their particular circumstances.

Dispositions of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of a Common Share unless the Common Share constitutes “taxable Canadian property”(as defined in the Tax Act) to the Non-Resident Holder at the time of disposition, and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. Generally, a Common Share will not constitute taxable Canadian property to a Non-Resident Holder at any particular time provided that the Common Share is listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSX and the Nasdaq), unless at any time during the 60-month period immediately preceding such time: (a) at least 25% or more of the issued shares of any class or series of the capital stock of the Company was owned by or belonged to any combination of (x) the Non-Resident Holder, (y) persons with whom the Non-Resident Holder did not deal at arm’s length (for the purposes of the Tax Act), and (z) partnerships in which the Non-Resident Holder or a person described in (y) holds a membership interest directly or indirectly through one or more partnerships; and (b) more than 50% of the fair market value of the Common Share was derived, directly or indirectly, from one, or any combination of, real or immovable property situated in Canada, Canadian resource property (as defined in the Tax Act), timber resource property (as defined in the Tax Act) or options in respect of, interests in or for civil law rights in any such property (whether or not such property exists).

Notwithstanding the foregoing, a Common Share may be deemed to be “taxable Canadian property” in certain circumstances set out in the Tax Act. If the Common Share constitutes “taxable Canadian property” (as defined in the Tax Act) to the Non-Resident Holder at the time of disposition, and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident, the consequences above under “Residents of Canada—Dispositions of Common Shares” and “Residents of Canada—Taxation of Capital Gains and Losses” will generally apply. Non-Resident Holders whose Common Shares may constitute taxable Canadian property to them should consult their own tax advisors regarding their particular circumstances.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of Common Shares by U.S. Holders (as defined herein). This discussion applies to U.S. Holders that purchase Common Shares pursuant to this Offering and hold such Common Shares as capital assets (generally, assets held for investment purposes). This discussion is based on the Code, U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold Common Shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more of the voting power or value of our shares, corporations that accumulate earnings to avoid U.S. federal income tax, partnerships and other pass-through entities (or arrangements treated as a partnership for U.S. federal income tax purposes), and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences or the requirements of Section 451 of the Code with respect to conforming the timing of income accruals to financial statements.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of Common Shares that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences relating to an investment in the Common Shares will depend in part upon the status and activities of such entity or arrangement and the particular partner. Any such entity or arrangement should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of Common Shares.

Persons considering an investment in Common Shares should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of Common Shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

Passive Foreign Investment Company Consequences

In general, a corporation organized outside the United States will be treated as a PFIC, for any taxable year in which either (1) at least 75% of its gross income is “passive income”, or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

We do not believe we were a PFIC for the year ended December 31, 2019. However, because PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, there can be no assurance that we will not be a PFIC for the current taxable year. Because we may hold a substantial amount of cash

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and cash equivalents following this Offering, and because the calculation of the value of our assets may be based in part on the value of Common Shares, which may fluctuate considerably, we may also be a PFIC in the current or future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Our status as a PFIC is a fact-intensive determination made on an annual basis. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with regard to our expectations regarding our PFIC status.

If we are a PFIC in any taxable year during which a U.S. Holder owns Common Shares, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for the Common Shares, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of the Common Shares, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for Common Shares. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.

If we are a PFIC for any year during which a U.S. Holder holds Common Shares, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds the Common Shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to the Common Shares. If the election is made, the U.S. Holder will be deemed to sell the Common Shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s Common Shares would not be treated as shares of a PFIC unless we subsequently become a PFIC.

If we are a PFIC for any taxable year during which a U.S. Holder holds Common Shares and one of our non-U.S. corporate subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to our non-U.S. subsidiaries.

If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on Common Shares if such U.S. Holder makes a valid “mark-to-market” election for our Common Shares. A mark-to-market election is available to a U.S. Holder only for “marketable stock.” Our Common Shares will be marketable stock as long as they remain listed on the Nasdaq and are regularly traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of Common Shares held at the end of such taxable year over the adjusted tax basis of such Common Shares. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such Common Shares over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in Common Shares would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of Common Shares in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss.

A mark-to-market election will not apply to Common Shares for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any non-U.S. subsidiaries that we may organize or acquire in the future. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs that we

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may organize or acquire in the future notwithstanding the U.S. Holder’s mark-to-market election for the Common Shares.

The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make a valid QEF election. At this time we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEF election, and therefore prospective investors should assume that a QEF election will not be available.

Each U.S. person that is an investor of a PFIC is generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.

The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of Common Shares, the consequences to them of an investment in a PFIC, any elections available with respect to the Common Shares and the IRS information reporting obligations with respect to the purchase, ownership and disposition of Common Shares of a PFIC.

Distributions

Subject to the discussion above under “—Passive Foreign Investment Company Consequences,” a U.S. Holder that receives a distribution with respect to Common Shares generally will be required to include the gross amount of such distribution (before reduction for any Canadian withholding taxes withheld therefrom) in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s Common Shares. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s Common Shares, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends. Distributions on Common Shares that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.

Dividends paid by a “qualified foreign corporation” are eligible for taxation in the case of non-corporate U.S. Holders at a reduced long-term capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain requirements are met.

A non-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information provision, or (b) with respect to any dividend it pays on Common Shares that are readily tradable on an established securities market in the United States. We believe that we qualify as a resident of Canada for purposes of, and are eligible for the benefits of, the U.S.-Canada Treaty, which the IRS has determined is satisfactory for purposes of the qualified dividend rules and that it includes an exchange of information provision, although there can be no assurance in this regard. Further, our Common Shares will generally be considered to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq, as we intend the Common Shares to be. Therefore, subject to the discussion above under “—Passive Foreign Investment Company Consequences”, if the U.S. Treaty is applicable, or if the Common Shares are readily tradable on an established securities market in the United States, dividends paid on Common Shares will generally be “qualified dividend income” in the hands of non-corporate U.S. Holders, provided that certain conditions are met, including conditions relating to holding period and the absence of certain risk reduction transactions. Each non-corporate U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances.

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Sale, Exchange or Other Disposition of Common Shares

Subject to the discussion above under “—Passive Foreign Investment Company Consequences,” a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of Common Shares in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the Common Shares. Such capital gain or loss generally will be long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on the date of sale, exchange or other disposition, the Common Shares were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder from the sale or other disposition of Common Shares will generally be gain or loss from sources within the United States for U.S. foreign tax credit purposes.

Medicare Tax

Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% Medicare tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of Common Shares. If you are a U.S. person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of this Medicare tax to your income and gains in respect of your investment in Common Shares.

Information Reporting and Backup Withholding

U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in Common Shares, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). As described above under “—Passive Foreign Investment Company Consequences”, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than US$100,000 for Common Shares may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.

Distributions on, and proceeds from the sale or other disposition of Common Shares, may be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate U.S. taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.

U.S. Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.

EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN COMMON SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

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PRIOR SALES

The following table sets forth the details regarding all issuances of Common Shares and securities that are convertible or exchangeable into Common Shares during the 12-month period preceding the date of this Prospectus Supplement. As a part of our IPO pre-closing reorganization, all of our then issued and outstanding Common Shares were split on a 100-for-1 basis and each of our then issued and outstanding options to acquire Common Shares were split on a 100-for-1 basis and became exercisable for Common Shares at a post-split exercise price. The figures in the following table reflect our IPO pre-closing reorganization.


Date of Issuance	Type of Security	Number of Securities Issued			Issuance/Exercise Price per Security (C$)
August 27, 2020	Common Shares		1,725,000	⁽⁹⁾		50.00
August 19, 2020	Common Shares		90,000	⁽¹⁾		1.06	⁽⁴⁾
July 22, 2020	Deferred Share Units		13,119	⁽²⁾		38.87
July 1, 2020	Deferred Share Units		1,323	⁽²⁾		34.89
June 9, 2020	Common Shares		50,000	⁽¹⁾		1.08	⁽⁵⁾
June 4, 2020	Options		3,972	⁽²⁾		26.43
June 4, 2020	Deferred Share Units		378	⁽²⁾		26.43
March 23, 2020	Options		40,218	⁽²⁾		11.06
March 13, 2020	Common Shares		6,900	⁽¹⁾		3.48	⁽⁶⁾
March 10, 2020	Common Shares		6,900	⁽¹⁾		1.11	⁽⁷⁾
February 13, 2020	Common Shares		2,300	⁽¹⁾		3.31	⁽⁸⁾
November 12, 2019	Options		35,022	⁽²⁾		15.79

Notes: (1)

Issued upon exercise of options pursuant to the Legacy Option Plan.

(2)

Issued pursuant to the Omnibus Equity Incentive Plan.

(3)

Of the 373,125 options issued on October 8, 2019, 10,829 options were cancelled on January 27, 2020 and 8,856 options were cancelled on March 31, 2020.

(4)

Represents an exercise price of US$0.8056 converted into Canadian dollars using an exchange rate of 1.3171, being the daily exchange rate for the Bank of Canada for conversion of U.S. dollars in Canadian dollars on August 19, 2020.

(5)

Represents an exercise price of US$0.8056 converted into Canadian dollars using an exchange rate of 1.3423, being the daily exchange rate for the Bank of Canada for conversion of U.S. dollars in Canadian dollars on June 9, 2020.

(6)

Represents an exercise price of US$2.50 converted into Canadian dollars using an exchange rate of 1.3901, being the daily exchange rate for the Bank of Canada for conversion of U.S. dollars in Canadian dollars on March 13, 2020.

(7)

Represents an exercise price of US$0.8056 converted into Canadian dollars using an exchange rate of 1.3731, being the daily exchange rate for the Bank of Canada for conversion of U.S. dollars in Canadian dollars on March 10, 2020.

(8)

Represents an exercise price of US$2.50 converted into Canadian dollars using an exchange rate of 1.3256, being the daily exchange rate for the Bank of Canada for conversion of U.S. dollars in Canadian dollars on February 13, 2020.

(9)

Represents Common Shares issued pursuant to the Company’s short form prospectus dated August 24, 2020 in accordance with the following: (a) 500,000 Common Shares issued by the Company, (b) 36,507 Common Shares sold by Claudio Erba, our President and Chief Executive Officer, (c) 73,367 Common Shares sold by Gresilent Holding Srl, an entity controlled by Claudio Erba, (d) 90,000 Common Shares sold by Alessio Artuffo, our Chief Revenue Officer, (e) 82,426 Common Shares sold by Intercap Equity Inc. and (f) 942,700 Common Shares sold by Intercap Financial Inc.

S-41

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSX under the symbol “DCBO”. The following table shows the monthly range of high and low prices per Common Share and total monthly volumes traded on the TSX for the 12-month period prior to the date of this Prospectus Supplement.


Month	Price per Common Share (C$) Monthly High⁽¹⁾		Price per Common Share (C$) Monthly Low⁽¹⁾		Total Monthly Volume
November 2019		16.30		14.43		660,148
December 2019		16.99		15.50		231,389
January 2020		17.70		16.06		145,215
February 2020		18.49		16.19		688,400
March 2020		17.64		10.30		787,683
April 2020		16.33		13.18		196,288
May 2020		27.79		15.31		684,106
June 2020		38.00		24.20		987,449
July 2020		44.63		34.50		970,926
August 2020		58.83		45.00		2,100,210
September 2020		56.14		40.29		2,041,634
October 2020		56.30		45.81		1,576,835
November 2, 2020 to November 30, 2020		68.65		49.83		1,894,651

Note: (1)

Includes the intraday pricing.

S-42

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon on our behalf by Goodmans LLP with respect to Canadian legal matters and Cooley LLP with respect to U.S. legal matters, and on behalf of the Underwriters by Stikeman Elliott LLP with respect to Canadian legal matters and Skadden, Arps, Slate, Meagher & Flom LLP with respect to U.S. legal matters. As at the date of this Prospectus Supplement, the partners and associates of each of Goodmans LLP and Stikeman Elliott LLP beneficially own, directly and indirectly, less than one percent of our outstanding securities or other property, or that of our affiliates.

INTERESTS OF EXPERTS

The financial statements as at and for the years ended December 31, 2019 and 2018 incorporated by reference in this Prospectus Supplement have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent auditor, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP is independent of the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario, and are independent with respect to the Company within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

REGISTRAR AND TRANSFER AGENT

The transfer agent and registrar of the Company in Canada is TSX Trust Company at its principal office in Toronto, Ontario and in the United States is Continental Stock Transfer and Trust Company at its principal office in New York, New York.

S-43

ENFORCEMENT OF CIVIL LIABILITIES

Certain of our operations and assets are located outside the United States, and certain of our officers, directors and shareholders, reside outside of the United States.

The Company has appointed an agent for service of process in the United States. It may be difficult for investors who reside in the United States to effect service of process in the United States upon the Company, or to enforce a U.S. court judgment predicated upon the civil liability provisions of the U.S. federal securities laws against the Company or its directors and officers. There is substantial doubt whether an action could be brought in Canada in the first instance predicated solely upon U.S. federal securities laws.

Docebo filed with the SEC, concurrently with the Registration Statement of which this Prospectus Supplement forms a part, an appointment of agent for service of process on Form F-X. Under Form F-X, the Company appointed CT Corporation System as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or action brought against or involving Docebo in a United States court arising out of or related to or concerning the offering of securities under this Prospectus Supplement.

Certain of our operations and assets are also located outside of Canada, and certain of our officers, directors and shareholders, reside outside of Canada. See “Enforcement of Judgments Against Foreign Persons”.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

Certain of our operations and assets are located outside of Canada, and certain of our directors, namely Claudio Erba and Kristin Halpin Perry, reside outside of Canada. Each have appointed Docebo Inc., located at 366 Adelaide St West, Suite 701, Toronto, Ontario, M5V 1R9, as their agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been filed or furnished with the SEC as part of the Registration Statement of which this Prospectus Supplement forms a part: (i) the documents listed under the heading “Documents Incorporated by Reference”; (ii) powers of attorney from Docebo’s directors and officers, as applicable; (iii) the consent of PricewaterhouseCoopers LLP; (iv) the consent of Goodmans LLP; (v) the consent of Stikeman Elliott LLP; and (vi) the Underwriting Agreement.

S-44

This short form base shelf prospectus has been filed under legislation in each of the provinces and territories of Canada that permits certain information about these securities to be determined after this short form base shelf prospectus has become final and that permits the omission from this short form base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements has been obtained.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the General Counsel of Docebo Inc. at 366 Adelaide St West, Suite 701, Toronto, Ontario, M5V 1R7, Attention: General Counsel, Telephone (800) 681-4601, and are also available electronically at www.sedar.com. See “Documents Incorporated by Reference”.

SHORT FORM BASE SHELF PROSPECTUS


NEW ISSUE AND/OR SECONDARY OFFERING		October 22, 2020

LOGO

DOCEBO INC.

$750,000,000

Common Shares

Preferred Shares

Debt Securities

Subscription Receipts

Warrants

Units

Docebo Inc. (the “Company”, “Docebo”, “we”, “our” or “us”) may from time to time offer and issue the following securities: (a) common shares in the capital of the Company (“Common Shares”); (b) preferred shares in the capital of the Company (“Preferred Shares”), (c) debentures, notes or other evidence of indebtedness of any kind, nature or description and which may be issuable in series (collectively, “Debt Securities”); (d) subscription receipts of the Company exchangeable for Common Shares and/or other securities of the Company (“Subscription Receipts”); (e) warrants exercisable to acquire Common Shares and/or other securities of the Company (“Warrants”); and (f) securities comprised of more than one of Common Shares, Preferred Shares, Debt Securities, Subscription Receipts and/or Warrants offered together as a unit (“Units”), or any combination thereof, up to an aggregate offering price of $750,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto, the “Prospectus”) remains valid. The Common Shares, Preferred Shares, Debt Securities, Subscription Receipts, Warrants and Units (collectively, the “Securities”) offered hereby may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements (collectively or individually, as the case may be, “Prospectus Supplements”). One or more securityholders of the Company, including Intercap Equity Inc., may also offer and sell Securities under this Prospectus. See “Selling Securityholders”.

All shelf information permitted under applicable securities legislation to be omitted from this Prospectus including, without limitation, the information disclosed in the specific terms of any offering of Securities, as discussed above, will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities to which that Prospectus Supplement pertains.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY NOR HAS ANY CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

You should be aware that the acquisition of the Securities described herein may have tax consequences. You should read the tax discussion in any applicable Prospectus Supplement; however, this Prospectus or any applicable Prospectus Supplement may not fully describe these tax consequences, and you should consult your tax adviser prior to making any investment in the Securities.

The specific terms of any offering of Securities will be set forth in the applicable Prospectus Supplement and may include, without limitation, where applicable: (a) in the case of Common Shares, the number of Common Shares being offered, the currency, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution) and any other specific terms; (b) in the case of Preferred Shares, the designation of the particular series, the number of Preferred Shares being offered, the currency, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), any voting rights, any rights to receive dividends, any terms of redemption, any conversion or exchange rights and any other specific terms of the Preferred Shares; (c) in the case of Debt Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption at the option of the Company or the holder, any exchange or conversion terms and any other specific terms; (d) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the currency, the offering price, the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of the Company and any other specific terms; (e) in the case of Warrants, the number of such Warrants offered, the currency, the offering price, the terms, conditions and procedures for the exercise of such Warrants into or for Common Shares and/or other securities of the Company and any other specific terms; and (f) in the case of Units, the number of Units being offered, the currency, the offering price, the terms of the Common Shares, Debt Securities, Subscription Receipts and/or Warrants, as the case may be, underlying the Units, and any other specific terms. A Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus. Where required by statute, regulation or policy, and where the Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.

We or any selling securityholders may sell the Securities to or through one or more underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through one or more agents designated by us from time to time. The Securities may be sold from time to time in one or more transactions at fixed prices or not at fixed prices, such as market prices prevailing at the time of sale, prices related to such prevailing market prices or prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the Securities. The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer, agent or selling securityholders engaged in connection with the offering and sale of such Securities, as well as the method of distribution and the terms of the offering of such Securities, including the initial offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is not a fixed price distribution), the net proceeds to us and, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms. See “Plan of Distribution”.

This Prospectus may qualify an “at-the-market distribution” (as defined under applicable Canadian securities legislation).

In connection with any offering of the Securities other than an “at-the-market distribution”, unless otherwise specified in the relevant Prospectus Supplement, the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See “Plan of Distribution”.

No underwriter or dealer of an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities or securities of the same class as the securities distributed under this Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter or dealer creating an over-allocation position in the Securities.

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “DCBO”. On October 21, 2020, the last trading day prior to the date of this Prospectus, the closing price of the outstanding Common Shares on the TSX was $53.81.

Owning the Securities may subject you to tax consequences. This Prospectus and any applicable Prospectus Supplement may not describe the tax consequences fully. You should read the tax discussion in any applicable Prospectus Supplement and consult with your own tax advisor with respect to your own particular circumstances.

Unless otherwise specified in the applicable Prospectus Supplement, the Preferred Shares, the Debt Securities, Subscription Receipts, Warrants and Units will not be listed on any securities exchange. There is no market through which these securities may be sold and purchasers may not be able to resell such securities purchased under this Prospectus. This may affect the pricing of such securities in the secondary market, the transparency and availability of trading prices, the liquidity of such securities, and the extent of issuer regulation. See “Forward-Looking Statements” and “Risk Factors”.

The Company is incorporated under the Business Corporations Act (Ontario) (“OBCA”) and its head and registered office is at 366 Adelaide Street West, Suite 701, Toronto, Ontario, Canada M5V 1R9.

No underwriter, agent or dealer has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

Any investment in Securities involves significant risks that should be carefully considered by prospective investors before purchasing Securities. The risks outlined in this Prospectus and in the documents incorporated by reference herein, including the applicable Prospectus Supplement, should be carefully reviewed and considered by prospective investors in connection with any investment in Securities. See “Risk Factors”.

TABLE OF CONTENTS


IMPORTANT INFORMATION ABOUT THIS PROSPECTUS			1

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION			1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1

ADDITIONAL INFORMATION			2

ENFORCEABILITY OF CIVIL LIABILITIES			3

DOCUMENTS INCORPORATED BY REFERENCE			3

THE COMPANY			4

RECENT DEVELOPMENTS			5

CONSOLIDATED CAPITALIZATION			6

USE OF PROCEEDS			6


DESCRIPTION OF SECURITIES			6

SELLING SECURITYHOLDERS			11

PLAN OF DISTRIBUTION			11

EARNINGS COVERAGE RATIOS			12

PRIOR SALES			12

TRADING PRICE AND VOLUME			13

CERTAIN INCOME TAX CONSIDERATIONS			13

RISK FACTORS			13

LEGAL MATTERS AND INTEREST OF EXPERTS			15

AUDITORS, TRANSFER AGENT AND REGISTRAR			15

(i)

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. We have not authorized any person to provide different information. The Securities may be sold only in those jurisdictions where offers and sales are permitted. This Prospectus is not an offer to sell or a solicitation of an offer to buy the Securities in any jurisdiction where it is unlawful. The information contained in this Prospectus is accurate only as of the date of this Prospectus or the date of the document incorporated by reference herein, as applicable, regardless of the time of delivery of this Prospectus or of any sale of the Securities. Our business, financial condition, results of operations and prospects may have changed since the date of this Prospectus.

Unless the context otherwise permits, indicates or requires, all references in this Prospectus to the “Company”, “Docebo”, “we”, “our”, “us” and similar expressions are references to Docebo Inc. and the business carried on by it.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Unless otherwise noted herein and in the documents incorporated by reference, all dollar amounts refer to lawful currency of Canada. All references to “US$” or “U.S. dollars” are to the currency of the United States.

The following table sets forth, for the periods indicated, the high, low, average and period-end indicative rates of exchange for United States dollars expressed in Canadian dollars, as provided by the Bank of Canada.


	Fiscal Quarter Ended June 30, 2020	Fiscal Year Ended December 31, 2019	Fiscal Year Ended December 31, 2018
Low	1.3383	1.2988	1.2288
High	1.4217	1.3600	1.3642
Average	1.3853	1.3269	1.2957
End	1.3628	1.2988	1.3642

On October 21, 2020, the daily average rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 = $1.3122.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, including the documents incorporated by reference herein, contains “forward-looking information” and “forward-looking statements” as defined within the meaning of applicable securities laws (collectively, “forward-looking information”). Forward-looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, the impact of COVID-19 on our business, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the intention of the Company to complete the Offering on the terms and conditions described herein, the listing of any Securities, the proposed use of proceeds thereof, the impact of COVID-19 on the business and the Company’s statements regarding the Company’s business and the environment in which it operates, is forward-looking information.

review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our ability to build our market share and enter new markets and industry verticals; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to execute on our expansion plans; our ability to continue investing in infrastructure to support our growth; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; the effectiveness of mitigation strategies undertaken with respect to COVID-19, and the severity, duration and impacts of COVID-19 on the economy and Docebo’s business, which is highly uncertain and cannot reasonably be predicted; our ability to respond to the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and global standards are material factors made in preparing forward-looking information and management’s expectations.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this Prospectus, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

•

the Company’s ability to execute its growth strategies;

•

the impact of changing conditions in the global corporate e-learning market;

•

increasing competition in the global corporate e-learning market in which the Company operates;

•

fluctuations in currency exchange rates and volatility in financial markets;

•

the extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance;

•

changes in the attitudes, financial condition and demand of our target market;

•

developments and changes in applicable laws and regulations; and

•

such other factors discussed in greater detail under “Risk Factors” in this Prospectus and in the Company’s Annual Information Form (as defined herein) available on SEDAR at www.sedar.com.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, prospective investors should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information represents our expectations as of the date of this Prospectus (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

ADDITIONAL INFORMATION

Statements included or incorporated by reference in this Prospectus about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance, you should refer to the actual agreement for a complete description of the matter involved. Each such statement is qualified in its entirety by such reference. Each time we sell Securities under this Prospectus, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus.

ENFORCEABILITY OF CIVIL LIABILITIES

Certain of our operations and assets are located outside of Canada, and certain of our officers, directors and shareholders, reside outside of Canada. Although Claudio Erba and Kristin Halpin Perry, two directors who reside outside of Canada, have appointed Docebo Inc., located at 366 Adelaide St West, Suite 701, Toronto, Ontario, M5V 1R7, as their agent for service of process in Canada, it may not be possible for purchasers to enforce against such persons judgments obtained in Canadian courts predicated on the civil liability provisions of applicable securities laws in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces and territories of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the General Counsel of the Company at 366 Adelaide Street West, Suite 701, Toronto, Ontario, Canada M5V 1R9, Attention: General Counsel (telephone at (800) 681-4601), and are also available electronically under the Company’s SEDAR profile at www.sedar.com.

Except to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, the following documents of the Company filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a)

the annual information form of the Company for the year ended December 31, 2019, dated March 11, 2020 (the “Annual Information Form”);

(b)

the audited consolidated financial statements of the Company as at and for the years ended December 31, 2019 and 2018, together with the notes thereto and the independent auditors’ report thereon;

(c)

the management’s discussion and analysis of financial condition and results of operations of the Company for the years ended December 31, 2019 and 2018;

(d)

the unaudited condensed consolidated interim financial statements of the Company and accompanying notes as at June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 (the “Interim Financial Statements”);

(e)

the interim management discussion and analysis of the results of operations and financial condition of the Company for the three and six months ended June 30, 2020 and 2019 (the “Interim MD&A”);

(f)

the management information circular of the Company dated June 4, 2020 regarding the annual and special meeting of shareholders of the Company held on July 21, 2020;

(g)

the material change report of the Company dated August 21, 2020; and

(h)

the material change report of the Company dated October 5, 2020.

Any documents of the type described in Item 11.1 of Form 44-101F1 – Short Form Prospectus Distributions which are filed by the Company with the securities commissions or similar authorities in the provinces and territories of Canada subsequent to the date of this Prospectus and prior to the termination of this distribution shall be deemed to be incorporated by reference in this Prospectus. Documents referenced in any of the documents incorporated by reference in this Prospectus but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or herein are not incorporated by reference in this Prospectus.

Upon a new annual information form and annual consolidated financial statements being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this Prospectus is effective, the previous annual information form, the previous annual consolidated financial statements and all interim consolidated financial statements and in each case the accompanying management’s discussion and analysis and material change reports filed prior to the commencement of the financial year of the

Company in which the new annual information form is filed shall be deemed to no longer be incorporated into this Prospectus for purpose of future offers and sales of Securities under this Prospectus. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, all interim consolidated financial statements and the accompanying management’s discussion and analysis filed prior to such new interim consolidated financial statements and management’s discussion and analysis shall be deemed to no longer be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for an annual meeting of shareholders being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

A Prospectus Supplement containing the specific variable terms in respect of an offering of the Securities will be delivered to purchasers of such Securities together with this Prospectus, unless an exemption from the prospectus delivery requirements has been granted or is otherwise available, and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement only for the purposes of the offering of the Securities covered by such Prospectus Supplement.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document or statement which it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

THE COMPANY

The Company was incorporated under the OBCA on April 21, 2016 as Docebo Canada Inc. and all of the pre-existing operations of Docebo (primarily Docebo S.P.A. and Docebo NA, Inc.) were organized under the newly incorporated company. On October 1, 2019, the Company changed its name to “Docebo Inc.” Since incorporation, the Company has focused on developing its platform and growing its sales and marketing to expand its customer base.

On October 8, 2019, Docebo completed its initial public offering (the “IPO”) and its Common Shares commenced trading on the TSX on that date under the symbol “DCBO”.

With over 400 employees across five global offices, Docebo sells its products in approximately 74 countries and empowers over 2,000 companies and approximately 9.5 million registered learners across various industries such as technology, media and entertainment, manufacturing, consumer products, financial services and retail.

Prior to July 1, 2020, Docebo offered two plans: “Growth” and “Enterprise”, which were designed to meet the current and future needs of our customers, depending on each customer’s number of active learners, features needed, services available and approach to adopting learning technologies. In the third quarter of 2020, we decided to stop offering the “Growth” plan to new customers and existing customers already contracted under the ‘Growth” plan have the ability to transition to a new “Enterprise” plan over a specified period of time. The updated “Enterprise” plan is marketed to enterprises with at least 300 active learners. Docebo’s primary target market is comprised of (i) mid-market enterprises that use Docebo in individual divisions or as a global learning platform across their entire enterprise and (ii) divisions of larger enterprises for both internal and external use cases. The enterprises in our primary target market are broadly defined as having between 500 and 10,000 active learners.

Our cloud platform currently consists of three interrelated modules: (i) “Docebo Learn”, (ii) “Docebo Discover, Coach & Share” and (iii) “Docebo Extended Enterprise”. Docebo Learn, our foundational module, helps learning administrators centralize, organize and distribute learning content, define and track certifications and measure results with customer reporting. Docebo Discover, Coach & Share enhances the learning experience providing personalized curated content and access to social learning by encouraging the sharing of knowledge through formal, social, interactive and experiential learning across the organization. Docebo Extended Enterprise allows businesses to manage multiple portals for different audiences with their own administration, branding and authentication, demonstrating our commitment to our customers’ success. Additional products within our platform include: “Docebo for Salesforce”, “Docebo Embed (OEM)” and “Docebo Mobile App Publisher”. Docebo for Salesforce is a native integration that leverages Salesforce’s API and technology architecture to produce a learning experience that remains uniform no matter the use-case. Docebo Embed (OEM) eliminates disjointed learner experiences, long development cycles and ineffective partner models by allowing original equipment manufacturers (“OEMs”) to embed and re-sell Docebo as a part of their software, including HCM, risk management and retail/hospitality SaaS product suites. Docebo’s Mobile App Publisher product allows companies to create their own branded version of the award-winning “Docebo Go.Learn” mobile learning application and publish it as their own in Apple’s App Store, the Google Play Store or in their own Apple Store for Enterprise.

In November 2019, Docebo announced the launch of “Docebo Virtual Coach”, “Docebo Mobile Pages” and “Docebo Discover”. Docebo Virtual Coach is an AI-powered assistant that engages with learners through a conversational user interface that sends push notifications about content or learning activities to be completed and makes personalized content recommendations, amongst other tasks. Docebo Mobile Pages gives administrators the ability to develop tailor-made mobile learning environments for different groups of learners on their platform with a drag-and-drop, widget-based interface. Docebo Discover uses AI to curate high-quality, highly personalized learning content based on the skills that learners want to develop for customers on the Docebo Discover, Coach & Share module.

RECENT DEVELOPMENTS

There have been no material developments in the business of the Company since June 30, 2020, the date of the Company’s most recent interim financial statements, which have not been disclosed in this Prospectus or the documents incorporated by reference herein, other than as set forth below:

August 2020 Offering

On August 27, 2020, the Company and certain of its shareholders completed a bought deal offering of 1,500,000 common shares at a price of C$50.00 per share for aggregate gross proceeds of C$75 million (the “August 2020 Offering”). The August 2020 Offering was comprised of 500,000 common shares issued from treasury and offered by Docebo for gross proceeds of C$25 million and 1,000,000 common shares offered by certain of the Company’s shareholders, namely Claudio Erba (“Claudio”), Gresilent Holding Srl, an entity which Claudio controls or directs, (together with Claudio, “Erba”), Intercap Equity Inc. (“Intercap Equity”), Intercap Financial Inc. (together with Intercap Equity, “Intercap”) and Alessio Artuffo (“Artuffo”), for gross proceeds of C$50 million. An aggregate of 800,126 common shares were offered by Intercap, 109,874 common shares were offered by Erba and 90,000 common shares were offered by Artuffo. On September 3, 2020, the over-allotment option granted to the underwriters by Intercap in connection with the August 2020 Offering, to purchase an additional 225,000 common shares at a price of $50.00 per share, was exercised in full for additional gross proceeds to Intercap of C$11.25 million.

Director Resignation

On October 1, 2020, the Company announced that Daniel Klass had resigned as a Director of the Company to devote more time to his private equity business.

CONSOLIDATED CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and consolidated capitalization as at June 30, 2020 (i) on an actual basis and (ii) on a pro forma as adjusted basis to give effect to the completion of the Offering. This table should be read in conjunction with our Interim Financial Statements and Interim MD&A, each of which is incorporated by reference in this Prospectus.


	As at June 30, 2020 (actual)			As at June 30, 2020 (after giving effect to the August 2020 Offering)
	(in thousands of US$)
Cash and cash equivalents		43,041			60,913	⁽¹⁾

Shareholders’ equity
Share capital⁽²⁾		89,846			107,718	⁽³⁾
Contributed surplus		1,875			1,875
Accumulated other comprehensive (loss) income		(1,113	)		(1,113	)
Deficit		(63,026	)		(63,026	)

Total equity		27,582			45,454

Notes:

(1)	The amount included in the table includes the net proceeds of the August 2020 Offering after deducting the Underwriters’ Fee and estimated expenses of the Offering, assuming all such estimated expenses were paid at closing.

(2)

As at June 30, 2020, the Company’s authorized share capital is comprised of (i) an unlimited number of Common Shares and (ii) an unlimited number of preferred shares, issuable in series. As of the date of this Prospectus, the Company’s issued and outstanding share capital consists of 29,116,183 Common Shares.

(3)

The amount included in the table includes additional share capital raised by the Company through the August 2020 Offering of approximately US$17.9 million after deducting the estimated expenses of the Offering. Such amount represents $23.6 million converted into U.S. dollars using an exchange rate of 0.757, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on August 21, 2020.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Company that will result from the issuance of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

The use of proceeds from the issue and sale of specific Securities pursuant to this Prospectus will be described in the Prospectus Supplement relating to the issuance and sale of such Securities. The Company will not receive any proceeds from any sale of any Securities by selling securityholders.

DESCRIPTION OF SECURITIES

The following is a brief summary of certain general terms and provisions of the Securities as at the date of this Prospectus. The summary does not purport to be complete and is indicative only. The specific terms of any Securities to be offered under this Prospectus, and the extent to which the general terms described in this Prospectus apply to such Securities, will be set forth in the applicable Prospectus Supplement. Moreover, a Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus. The Securities will not include any novel derivatives or asset-backed securities as discussed under Part 4 of National Instrument 44-102 – Shelf Distributions (“NI 44-102”).

Common Shares

The Company is authorized to issue an unlimited number of Common Shares. Holders of Common Shares are entitled to receive notice of and to attend any meeting of shareholders of the Company and to one vote per Common Share at any such meetings, to receive dividends if, as and when declared by the Company’s board of directors, and to receive on a pro rata basis the remaining property and assets of the Company, subject to any preferential rights of the holders of any outstanding Preferred Shares, in the event of a liquidation, dissolution or winding-up, whether voluntary or involuntary. Certain shareholders are entitled to certain pre-emptive rights to subscribe for additional Common Shares as set forth in the Investor Rights Agreement available on the Company’s SEDAR profile at www.sedar.com.

Preferred Shares

Preferred Shares may at any time and from time to time be issued in one or more series pursuant to amendments to the articles of amendment dated October 1, 2019 to the Company’s articles of incorporation dated April 21, 2016 (collectively, the “Articles”) as described in the Prospectus Supplement. Preferred Shares may be offered separately or together with other Securities, as the case may be. The applicable Prospectus Supplement will include details of the articles of amendment authorizing the issuance of the series of Preferred Shares being offered. A copy of any articles of amendment relating to an offering of Preferred Shares will be filed by the Company with the relevant securities regulatory authorities in Canada after it has been filed by the Company under the OBCA.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Preferred Shares being offered thereby, which may include, without limitation, subject to the provisions of the OBCA and the Articles of incorporation, the following (where applicable):

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the designation of the series of Preferred Shares offered, and the maximum number of such series of Preferred Shares that the Company is authorized to issue;

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the aggregate number of Preferred Shares offered;

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the price at which the Preferred Shares will be offered;

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the currency for which the Preferred Shares may be purchased (if other than Canadian dollars);

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the annual dividend rate, if any, and whether the dividend rate is fixed or variable, the date from which dividends will accrue, and the dividend payment dates;

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the priority of the Preferred Shares in respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company;

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the price and the terms and conditions for redemption, if any, including whether redeemable at the Company’s option or at the option of the holder, the time period for redemption, and payment of any accumulated dividends;

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the terms and conditions, if any, for conversion or exchange for shares of any other class of the Company or any other series of Preferred Shares, or any other securities or assets, including the price or the rate of conversion or exchange and the method, if any, of adjustment;

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whether such Preferred Shares will be listed on any securities exchange;

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the terms and conditions of any share purchase plan or sinking fund;

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the voting rights, if any;

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any other rights, privileges, restrictions, or conditions;

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certain material Canadian tax consequences of owning the Preferred Shares; and

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any other material terms and conditions of the Preferred Shares.

Debt Securities

The Company may issue Debt Securities in one or more series under an indenture (each, an “Indenture”), to be entered into among the Company and a trustee. The following description sets forth certain general material terms and

provisions of the Debt Securities. If Debt Securities are issued, we will describe in the applicable Prospectus Supplement the particular material terms and provisions of any series of the Debt Securities and a description of how the general material terms and provisions described below may apply to that series of the Debt Securities. Prospective investors should read both the Prospectus and the Prospectus Supplement for a complete summary of all material terms relating to a particular series of Debt Securities. Prospective investors should be aware that information in the applicable Prospectus Supplement may update, amend and supersede the following information regarding the general material terms and provisions of the Debt Securities. Prospective investors also should refer to the Indenture, as it may be supplemented, for a complete description of all terms relating to the Debt Securities. We will file the final Indenture for any offering of Debt Securities on SEDAR.

We may issue Debt Securities and incur additional indebtedness other than through the offering of Debt Securities pursuant to this Prospectus. The Debt Securities will be direct obligations of the Company and may be guaranteed by an affiliate or associate of the Company. The Debt Securities may be senior or subordinated indebtedness of the Company and may be secured or unsecured, all as described in the relevant Prospectus Supplement. In the event of insolvency or winding up of the Company, the subordinated indebtedness of the Company, including the subordinated Debt Securities, will be subordinate in right of payment to the prior payment in full of all other liabilities of the Company (including senior indebtedness), except those which by their terms rank equally in right of payment with or are subordinate to such subordinated indebtedness.

Each Indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount, which may be authorized from to time by the Company.

The applicable Prospectus Supplement for any series of Debt Securities that we offer will describe the specific terms of the Debt Securities and may include, but is not limited to, any of the following:

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the title of the Debt Securities;

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the aggregate principal amount and percentage of the principal amount at which such Debt Securities will be issued;

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the trustee of the Debt Securities under the Trust Indenture pursuant to which the Debt Securities are to be issued;

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any limit on the aggregate principal amount of the Debt Securities and, if no limit is specified, the Company will have the right to re-open such series for the issuance of additional Debt Securities from time to time;

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the extent and manner, if any, to which payment on or in respect of the Debt Securities of the series will be senior or will be subordinated to the prior payment of other liabilities and obligations;

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whether payment of the Debt Securities will be guaranteed by any other person;

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whether or not the Debt Securities will be secured or unsecured, and the terms of any secured debt including a general description of the collateral and of the material terms of any related security, pledge or other agreement;

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the date or dates, or the method by which such date or dates will be determined or extended, on which the principal (and premium, if any) of the Debt Securities of the series is payable;

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the rate or rates (whether fixed or variable) at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, whether such interest shall be payable in cash or additional Securities of the same series or shall accrue and increase the aggregate principal amount outstanding of such series, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined;

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the place or places where we will pay principal, premium and interest, if any, and the place or places where Debt Securities can be presented for registration of transfer, exchange or conversion;

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whether and under what circumstances we will be required to pay any additional amounts for withholding or deduction for taxes with respect to the Debt Securities, and whether and on what terms we will have the option to redeem the Debt Securities rather than pay the additional amounts;

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whether we will be obligated to redeem, repay or repurchase the Debt Securities pursuant to any sinking or other provision, or at the option of a holder, and the terms and conditions of such redemption, repayment or repurchase;

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whether we may redeem the Debt Securities, in whole or in part, prior to maturity and the terms and conditions of any such redemption;

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the denominations in which we will issue any registered Debt Securities, if other than denominations of $2,000 and any multiple of $1,000 and, if other than denominations of $5,000, the denominations in which any unregistered Debt Security shall be issuable;

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whether we will make payments on the Debt Securities in a currency other than Canadian dollars;

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whether payments on the Debt Securities will be payable with reference to any index, formula or other method;

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whether we will issue the Debt Securities as global securities and, if so, the identity of the depositary for the global securities;

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whether we will issue the Debt Securities as unregistered securities, registered securities or both;

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any changes or additions to, or deletions of, events of default or covenants whether or not such events of default or covenants are consistent with the events of default or covenants in the Indenture;

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whether the holders of any series of Debt Securities have special rights if specified events occur;

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the terms, if any, for any conversion or exchange of the Debt Securities for any other securities of the Company;

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provisions as to modification, amendment or variation of any rights or terms attaching to the Debt Securities; and

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any other terms, conditions, rights and preferences (or limitations on such rights and preferences).

Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary. A Prospectus Supplement may include specific variable terms pertaining to the Debt Securities that are not within the alternatives and parameters described in this Prospectus.

Subscription Receipts

Subscription Receipts may be issued under a subscription receipt agreement. Subscription Receipts may be offered separately or together with other Securities, as the case may be. The applicable Prospectus Supplement will include details of the subscription receipt agreement, if any, governing the Subscription Receipts being offered. The Company will file a copy of any subscription receipt agreement, if any, relating to an offering of Subscription Receipts with the relevant securities regulatory authorities in Canada after it has been entered into by the Company.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Subscription Receipts being offered thereby, which may include, without limitation, the following (where applicable):

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the aggregate number of Subscription Receipts offered;

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the price (including whether the price is payable in installments) at which the Subscription Receipts will be offered;

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the manner of determining the offering price(s) of the Subscription Receipts;

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the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities;

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the dates or periods during which the Subscription Receipts are convertible into other Securities;

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if applicable, the identity of the Subscription Receipt agent;

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the designation, number and terms of the other Securities that may be exchanged upon conversion of each Subscription Receipt;

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the designation, number and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;

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whether such Subscription Receipts are to be issued in registered form, “book-entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

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terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;

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certain material Canadian tax consequences of owning the Subscription Receipts; and

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any other material terms and conditions of the Subscription Receipts.

Warrants

Each series of Warrants may be issued under a separate warrant indenture or warrant agency agreement to be entered into between the Company and one or more banks or trust companies acting as Warrant agent or may be issued as stand-alone certificates. Warrants may be offered separately or together with other Securities, as the case may be. The applicable Prospectus Supplement will include details of the warrant agreements, if any, governing the Warrants being offered. The Warrant agent, if any, will be expected to act solely as the agent of the Company and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. A copy of any warrant indenture or any warrant agency agreement relating to an offering of Warrants will be filed by the Company with the relevant securities regulatory authorities in Canada after it has been entered into by the Company.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Warrants being offered thereby, which may include, without limitation, the following (where applicable):

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the designation of the Warrants;

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the aggregate number of Warrants offered and the offering price;

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the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;

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the exercise price of the Warrants;

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the dates or periods during which the Warrants are exercisable including any “early termination” provisions;

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if applicable, the identity of the Warrant agent;

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the designation, number and terms of any Securities with which the Warrants are issued;

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if the Warrants are issued as a unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;

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whether such Warrants are to be issued in registered form, “book-entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

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any minimum or maximum amount of Warrants that may be exercised at any one time;

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whether such Warrants will be listed on any securities exchange;

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any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;

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certain material Canadian and tax consequences of owning the Warrants; and

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any other material terms and conditions of the Warrants.

Units

Units may be offered separately or together with other Securities, as the case may be. Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Units being offered thereby, which may include, without limitation, the following (where applicable):

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the aggregate number of Units offered;

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the price at which the Units will be offered;

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the manner of determining the offering price(s) of the Units;

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the designation, number and terms of the Securities comprising the Units;

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whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities;

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terms applicable to the gross or net proceeds from the sale of the Units plus any interest earned thereon;

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the date on and after which the Securities comprising the Units will be separately transferable;

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whether the Securities comprising the Units will be listed on any securities exchange;

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whether such Units or the Securities comprising the Units are to be issued in registered form, “book-entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

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any terms, procedures and limitations relating to the transferability, exchange or exercise of the Units;

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certain material Canadian tax consequences of owning the Units; and

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any other material terms and conditions of the Units.

SELLING SECURITYHOLDERS

Securities may be sold under this Prospectus by way of secondary offering by or for the account of certain of our securityholders. The terms under which the Securities will be offered by selling securityholders will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of the Securities by selling securityholders will include (where applicable):

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the names of the selling securityholders;

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the number or amount of Securities owned, controlled or directed of the class being distributed by each selling securityholder;

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the number or amount of Securities of the class being distributed for the account of each selling securityholder;

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the number or amount of Securities of any class to be owned, controlled or directed by the selling securityholders after the distribution and the percentage that number or amount represents of the total number of our outstanding Securities

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whether the Securities are owned by the selling securityholders both of record and beneficially, of record only, or beneficially only;

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if a selling securityholder purchased any of the Securities held by it in the 24 months preceding the date of the applicable Prospectus Supplement, the date or dates the selling securityholder acquired the Securities; and

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if a selling securityholder acquired the Securities held by it in the 12 months preceding the date of the applicable Prospectus Supplement, the cost thereof to the selling securityholder in the aggregate and on an average per security basis.

PLAN OF DISTRIBUTION

The Company and/or any selling securityholder may from time to time during the 25-month period that this Prospectus, including any amendments hereto, remains valid, offer for sale and issue up to an aggregate of C$750,000,000 in Securities hereunder. The Company and/or any selling securityholders may offer and sell the Securities to or through underwriters, agents, or dealers purchasing as principals, and may also sell directly to one or more purchasers or through agents or pursuant to applicable statutory exemptions.

The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by the Company and/or any selling securityholder in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price, the proceeds that the Company and/or any selling securityholder will receive and any other material terms of the plan of distribution. Any initial offering price and discounts, concessions or commissions allowed or re-allowed or paid to dealers may be changed from time to time.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing prices or at negotiated prices, including sales in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSX or other existing trading markets for the Securities. Any such transactions that are deemed “at-the-market-distributions” will be subject to regulatory approval. No underwriter, dealer or agent, no affiliate of such an underwriter, dealer or agent and no person acting jointly or in concert with such an underwriter, dealer or agent involved in an “at-the-market distribution” will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation, including in the form of underwriters’, dealers’ or agents’ fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from the Company and/or any selling securityholder and any profit on the resale of the Securities by them may be deemed to be underwriting commissions. In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities and other than in relation to an “at-the-market” distribution, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions intended to fix, stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.

Underwriters, dealers or agents who participate in the distribution of the Securities may be entitled, under agreements to be entered into with the Company and/or any selling securityholders, to indemnification by the Company and/or any selling securityholders against certain liabilities, including liabilities under Canadian securities legislation or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company and/or any selling securityholders in the ordinary course of business.

Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities (other than Common Shares) will be a new issue of Securities with no established trading market. Accordingly, there is currently no market through which the Securities (other than Common Shares) may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and the applicable Prospectus Supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See “Risk Factors”.

EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided in the applicable Prospectus Supplement(s) with respect to any issuance and sale of Debt Securities pursuant to this Prospectus.

PRIOR SALES

Information regarding prior sales of Securities will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

TRADING PRICE AND VOLUME

Information regarding trading price and volume of the Securities will be provided as required for all of the Company’s issued and outstanding Securities that are listed on any securities exchange, as applicable, in each Prospectus Supplement.

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain income tax consequences to an investor acquiring any Securities offered thereunder, including, for investors who are non-residents of Canada, whether the payments of principal, interest or distributions, if any, on the Securities will be subject to Canadian non-resident withholding tax.

Prospective investors should consult their own tax advisers prior to deciding to purchase any of the Securities.

RISK FACTORS

Before deciding to invest in any Securities, prospective investors of the Securities should consider carefully the risk factors and the other information contained and incorporated by reference in this Prospectus and the applicable Prospectus Supplement relating to a specific offering of Securities before purchasing the Securities, including those risks identified and discussed under the heading “Risk Factors” in the Annual Information Form, which is incorporated by reference herein. See “Documents Incorporated by Reference”.

An investment in the Securities offered hereunder is speculative and involves a high degree of risk. Additional risks and uncertainties, including those that the Company is unaware of or that are currently deemed immaterial, may also become important factors that affect the Company and its business. If any such risks actually occur, the Company’s business, financial condition and results of operations could be materially adversely affected. Prospective investors should carefully consider the risks below and in the Annual Information Form and the other information elsewhere in this Prospectus and the applicable Prospectus Supplement and consult with their professional advisers to assess any investment in the Company.

There is no guarantee that the Securities will earn any positive return in the short term or long term.

A holding of Securities is speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. A holding of Securities is appropriate only for holders who have the capacity to absorb a loss of some or all of their holdings.

Management of the Company will have broad discretion with respect to the application of net proceeds received by the Company from the sale of Securities under this Prospectus and a future Prospectus Supplement.

Management of the Company may spend net proceeds received by the Company from a sale of Securities in ways that do not improve the Company’s results of operations or enhance the value of the Common Shares or its other securities issued and outstanding from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Company’s business or cause the price of the securities of the Company issued and outstanding from time to time to decline.

The Company may sell additional Common Shares or other Securities that are convertible or exchangeable into Common Shares in subsequent offerings or may issue additional Common Shares or other Securities to finance future acquisitions.

Shares. With any additional sale or issuance of Common Shares or other Securities that are convertible or exchangeable into Common Shares, investors will suffer dilution to their voting power and economic interest in the Company. Furthermore, to the extent holders of the Company’s stock options or other convertible securities convert or exercise their securities and sell the Common Shares they receive, the trading price of the Common Shares may decrease due to the additional amount of Common Shares available in the market.

The market price for the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company’s control.

The factors which may contribute to market price fluctuations of the Common Shares include the following:

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actual or anticipated fluctuations in the Company’s quarterly results of operations;

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recommendations by securities research analysts;

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changes in the economic performance or market valuations of companies in the industry in which the Company operates;

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addition or departure of the Company’s executive officers and other key personnel;

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release or expiration of transfer restrictions on outstanding Common Shares;

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sales or perceived sales of additional Common Shares;

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operating and financial performance that vary from the expectations of management, securities analysts and investors;

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regulatory changes affecting the Company’s industry generally and its business and operations;

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announcements of developments and other material events by the Company or its competitors;

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fluctuations to the costs of vital production materials and services;

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changes in global financial markets and global economies and general market conditions, such as interest rates;

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significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors;

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operating and share price performance of other companies that investors deem comparable to the Company or from a lack of market comparable companies; and

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news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related issues in the Company’s industry or target markets.

The Company has not declared and paid dividends in the past and may not declare and pay dividends in the future.

There is currently no market through which the Securities, other than the Common Shares, may be sold.

As a consequence, purchasers may not be able to resell the Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units purchased under this Prospectus and any Prospectus Supplement. This may affect the pricing of the Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these securities and the extent of issuer regulation. There can be no assurance that an active trading market for the Securities, other than the Common Shares, will develop or, if developed, that any such market, including for the Common Shares, will be sustained.

Shareholders of the Company may be unable to sell significant quantities of Common Shares into the public trading markets without a significant reduction in the price of their Common Shares, or at all. There can be no assurance that there will be sufficient liquidity of the Common Shares on the trading markets, or that the Company will continue to meet the listing requirements of the TSX or any other public stock exchange.

The Debt Securities may be unsecured and will rank equally in right of payment with all of our other future unsecured debt.

The Debt Securities may be unsecured and will rank equally in right of payment with all of our other existing and future unsecured debt. The Debt Securities may be effectively subordinated to all of our existing and future secured debt to the extent of the assets securing such debt. If we are involved in any bankruptcy, dissolution, liquidation or reorganization, the secured debt holders would, to the extent of the value of the assets securing the secured debt, be paid before the holders of unsecured debt securities, including the debt securities. In that event, a holder of Debt Securities may not be able to recover any principal or interest due to it under the Debt Securities.

In addition, the collateral, if any, and all proceeds therefrom, securing any Debt Securities may be subject to higher priority liens in favor of other lenders and other secured parties which may mean that, at any time that any obligations that are secured by higher ranking liens remain outstanding, actions that may be taken in respect of the collateral (including the ability to commence enforcement proceedings against the collateral and to control the conduct of such proceedings) may be at the direction of the holders of such indebtedness.

LEGAL MATTERS AND INTEREST OF EXPERTS

Unless otherwise specified in the Prospectus Supplement relating to an offering and sale of Securities, certain legal matters relating to such offering and sale of Securities will be passed upon on behalf of the Company by Goodmans LLP with respect to matters of Canadian law. In addition, certain legal matters in connection with an offering and sale of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of such offering and sale by such underwriters, dealers or agents with respect to matters of Canadian and, if applicable, United States or other foreign law. As at the date hereof, the partners and associates of Goodmans LLP, as a group, own less than 1% of the outstanding securities of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

PricewaterhouseCoopers LLP is the independent auditor of the Company and is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

The transfer agent and registrar of the Company is TMX Trust Company at its principal office in Toronto, Ontario.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

The Business Corporations Act (Ontario) (the “OBCA”) provides that a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity (each of the foregoing, an “individual”), against all costs, charges and expenses reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. A corporation shall not indemnify such an individual unless the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request. In addition to the conditions set out above, the OBCA provides that, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, the corporation shall not indemnify an individual described above unless the director or officer had reasonable grounds for believing that his or her conduct was lawful. Where an individual has met the conditions set out under (a) and (b) above and was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, such individual is entitled to indemnification from the corporation for such costs, charges and expenses which were reasonably incurred in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity.

The by-laws of the Registrant provide that, the Registrant shall indemnify any director or officer of the Registrant, any former director or officer of the Registrant, or any individual who acts or acted at the Registrant’s request as a director, or officer or in a similar capacity, of another entity, and his or her heirs and legal representatives to the full extent permitted by the OBCA. To that effect, the Registrant has entered into indemnity agreements with its directors and officers (each, an “Indemnified Party”) which provide, among other things, that the Registrant will indemnify an Indemnified Party to the fullest extent permitted by law from and against all losses, liabilities, claims, damages, costs, charges and expenses incurred by such Indemnified Party (collectively, “Losses”) in respect of any civil, criminal, administrative, investigative, demand, inquiry, hearing, discovery or other proceeding of any nature or kind in which Indemnified Party is involved because of the Indemnified Party’s association with the Registrant as well as any other circumstances or situations in respect of which an Indemnified Party reasonably requires legal advice or representation concerning such Losses by the Indemnified Party’s association with the Registrant.

The by-laws of the Registrant also provide that the Registrant shall purchase and maintain insurance for the benefit of any person referred to in the above paragraph to the extent permitted by the OBCA.

Underwriters, dealers or agents who participate in a distribution of securities registered hereunder may be entitled under agreements to be entered into with the Registrant to indemnification by the Registrant against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be provided to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.

II-1

EXHIBITS


Exhibit Number		Description

3.1		Form of Underwriting Agreement (to be filed by amendment).

4.1		Annual information form of the Registrant for the year ended December 31, 2019, dated March 11, 2020.

4.2		Audited consolidated financial statements of the Registrant for the years ended December 31, 2019 and 2018, together with the notes thereto and auditors’ report thereon.

4.3		Management’s discussion and analysis of financial condition and results of operations of the Registrant for the years ended December 31, 2019 and 2018.

4.4		Unaudited condensed consolidated interim financial statements of the Registrant and accompanying notes for the nine months ended September 30, 2020 and 2019.

4.5		Interim management’s discussion and analysis of the results of operations and financial condition of the Registrant for the nine months ended September 30, 2020 and 2019.

4.6		Management information circular of the Registrant, dated June 4, 2020, regarding the annual and special meeting of shareholders of the Registrant held on July 21, 2020.

4.7		Material change report of the Registrant dated August 21, 2020.

4.8		Material change report of the Registrant dated October 5, 2020.

5.1		Consent of PricewaterhouseCoopers LLP.

5.2		Consent of Goodmans LLP.

5.3		Consent of Stikeman Elliot LLP.

6.1		Power of Attorney (included on the signature page of this Registration Statement).

II-2

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.

Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2.

Consent to Service of Process

(a)

Concurrent with the filing of the Registration Statement on Form F-10, the Registrant is filing with the SEC a written irrevocable consent and power of attorney on Form F-X.

(b)

Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the SEC by amendment to Form F-X referencing the file number of this Registration Statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on the 1st day of December, 2020.


DOCEBO INC.

By:		/s/ Claudio Erba
Name:		Claudio Erba
Title:		President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Claudio Erba and Ian Kidson, or either of them, his true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments to this Registration Statement, and any related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents or any of them or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on December 1, 2020.


Signature		Title

/s/ Claudio Erba		President, Chief Executive Officer and Director (principal executive officer)
Claudio Erba

/s/ Ian Kidson		Chief Financial Officer (principal financial and accounting officer)
Ian Kidson

/s/ Jason Chapnik		Chairman
Jason Chapnik

/s/ James Merkur		Director
James Merkur

/s/ Kristin Halpin Perry		Director
Kristin Halpin Perry

/s/ Steven E. Spooner		Director
Steven E. Spooner

/s/ William Anderson		Director
William Anderson

III-2

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Docebo Inc. in the United States, on the 1st day of December, 2020.


PUGLISI & ASSOCIATES

By:		/s/ Donald J. Puglisi
Name:		Donald J. Puglisi
Title:		Managing Director

III-3

Exhibit 4.1

LOGO

ANNUAL INFORMATION FORM

for the year ended December 31, 2019

Dated: March 11, 2020

TABLE OF CONTENTS


INTRODUCTION			1

CORPORATE STRUCTURE			3

GENERAL DEVELOPMENT OF THE BUSINESS			3

DESCRIPTION OF THE BUSINESS			4

RISK FACTORS			7

DIVIDENDS			37

DESCRIPTION OF CAPITAL STRUCTURE			37

MARKET FOR SECURITIES			38

AGREEMENTS WITH RETAINED INTEREST HOLDERS			39

SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER			42

DIRECTORS AND EXECUTIVE OFFICERS			42

LEGAL PROCEEDINGS AND REGULATORY ACTIONS			49

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			50

TRANSFER AGENT AND REGISTRAR			50

MATERIAL CONTRACTS			50

EXPERTS			50

ADDITIONAL INFORMATION			50

GLOSSARY OF TERMS			50

APPENDIX A			A-1

(i)

ANNUAL INFORMATION FORM

INTRODUCTION

General

For an explanation of the capitalized terms and expressions, please refer to the “Glossary of Terms” at the end of this Annual Information Form. In this Annual Information Form, unless the context otherwise requires, “Docebo”, the “Company”, “we”, “us” or “our” refers to Docebo Inc., its subsidiaries and divisions and their respective predecessors. All references to “dollars” and “$” are to United States dollars and all references to “C$” are to Canadian dollar. Unless otherwise indicated, the information contained herein is given as at December 31, 2019.

Forward-looking Information

All information other than statements of current and historical fact contained in this Annual Information Form is forward-looking information. In certain cases, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will”, “occur” or “be achieved” and similar words or the negative thereof. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information in this Annual Information Form includes, but is not limited to, statements regarding the Company’s business; future financial position and business strategy; the learning management industry, our growth rates and growth strategies; addressable markets for our solutions; expectations regarding our revenue and the revenue generation potential of our platform; our business plans and strategies; and our competitive position in our industry. By its nature, forward-looking information is inherently uncertain, is subject to risk and is based on numerous assumptions, including those regarding present and future business strategies, the environment in which the Company will operate in the future, expected revenues, expansion plans and the Company’s ability to achieve its goals. Although management of the Company believes that the expectations represented in such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this Annual Information Form, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

•

the Company’s ability to execute its growth strategies;

•

the impact of changing conditions in the global corporate e-learning market;

•

increasing competition in the global corporate e-learning market in which the Company operates;

•

fluctuations in currency exchange rates and volatility in financial markets;

•

changes in the attitudes, financial condition and demand of our target market;

•

developments and changes in applicable laws and regulations; and

•

such other factors discussed in greater detail under “Risk Factors” in this Annual Information Form.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this Annual Information Form represents our expectations as of the date of specified herein, and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this AIF is expressly qualified by the foregoing cautionary statements.

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CORPORATE STRUCTURE

Name, Address and Incorporation

Docebo Inc. is an Ontario corporation existing under the Business Corporations Act (Ontario) (the “OBCA”).

The Company’s head and registered office is located at 366 Adelaide Street West, Suite 701, Toronto, Ontario M5V 1R9.

Intercorporate Relationships

The following diagram illustrates the inter-corporate relationships between the Company and its material subsidiaries as at the date of this Annual Information Form:

LOGO

Prior to the closing of the IPO, on October 1, 2019, the Company implemented a number of pre-closing reorganization steps. Specifically, the Company filed articles of amendment (“Articles”) to, among other things:

•

change its name from “Docebo Canada Inc.” to “Docebo Inc.”;

•

increase the number of issued and outstanding Common Shares of the Company on the basis of 100 Common Shares for each issued and outstanding Common Share; and

•

set the voting, dividend and dissolution rights attaching to the Company’s Common Shares.

See “Description of Share Capital” for more information about our current share capital.

GENERAL DEVELOPMENT OF THE BUSINESS

The Docebo business was founded in 2005 as a learning management software company that develops and provides as a service to customers its learning management platform for training both internal and external workforces, partners and customers.

Docebo itself was incorporated in 2016 as Docebo Canada Inc. and all of the pre-existing operations of Docebo (primarily Docebo S.P.A. and Docebo NA, Inc.) were organized under the newly incorporated

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company. Since then, we have been focused on developing our platform and growing our sales and marketing to expand its customer base.

On October 8, 2019, the Company completed its IPO of 4,687,500 Common Shares at a price of C$16.00 per share for gross proceeds of C$75,000,000. The proceeds of the IPO were used as follows:

•

approximately C$9 million to reduce outstanding indebtedness of the Company under the Credit Facility;

•

approximately C$47 million to strengthen the Company’s financial position, which will better enable it to further pursue its growth strategies; and

•

approximately C$11.5 million for working capital and general corporate and administrative purposes.

DESCRIPTION OF THE BUSINESS

Mission and Overview

At Docebo, our mission is to redefine the way enterprises, including their internal and external workforce, partners and customers, learn by applying new technologies to the traditional corporate learning management system (“LMS”) market. We provide an easy-to-use, highly configurable and affordable learning platform with the end-to-end capabilities and critical functionality needed to train both internal and external workforces, partners and customers. Our solution allows our customers to take control of their desired training strategies and retain institutional knowledge, while providing efficient course delivery, advanced reporting tools and analytics. Our robust platform helps our customers centralize a broad range of learning materials from peer enterprises and learners into one LMS to expedite and enrich the learning process, increase productivity and grow teams uniformly.

Our solutions are sold on a subscription model and our subscriptions are typically structured with an initial fixed term of between one and three years, without the ability for customers to terminate for convenience. We charge our customers based upon a per learner, per module basis, varying depending on the size of the organization and complexity. For Fiscal 2018 and Fiscal 2019, 88.2% and 90.0%, respectively, of our revenue was generated from our recurring subscription-based plans for our learning management platform.

With over 300 employees across five global offices, we sell our products in approximately 74 countries and we empower over 1,800 companies and approximately 9.5 million registered learners as at the end of Fiscal 2019 across various industries such as technology, media and entertainment, manufacturing, consumer products, financial services and retail. As at December 31, 2019, approximately 87.7% of Docebo’s revenue was derived from foreign operations. These consist primarily of revenue from our customers that are based outside of Canada.

We offer two plans: “Growth” and “Enterprise”, which are designed to meet the current and future needs of our customers, depending on each customer’s number of learners, features needed, services available and approach to adopting learning technologies. The “Growth” plan is marketed to enterprises with less than 500 learners, while the “Enterprise” plan is marketed to larger enterprises with over 500 learners. These plans are sold mainly through our direct sales force in North America (Athens, Georgia, USA and Toronto, Ontario, Canada), Europe (Italy and the United Kingdom) and the Asia-Pacific region (Australia). Docebo’s sales personnel are bifurcated into two teams – one for sales to new customers and one for the management of existing accounts. The remainder of Docebo’s sales (less than 5% of 2019 revenue) originate from its other channels, including its partners and resellers.

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Our primary target market is comprised of (i) mid-market enterprises that use Docebo in individual divisions or as a global learning platform across their entire enterprise and (ii) divisions of larger enterprises. The enterprises in our primary target market are broadly defined as having between 500 and 10,000 learners.

In November 2019, Docebo announced the launch of “Docebo Virtual Coach”, “Docebo Mobile Pages” and “Docebo Discover”. Docebo Virtual Coach is an AI-powered assistant that engages with learners through a conversational user interface that sends push notifications about content or learning activities to be completed and makes personalized content recommendations, amongst other tasks. Docebo Mobile Pages gives administrators the ability to develop tailor-made mobile learning environments for different groups of learners on their platform with drag-and-drop, widget-based interface. Docebo Discover uses AI to curate high-quality, highly personalized learning content based on the skills that learners want to develop for customers on the Docebo Discover, Coach & Share module.

Additionally, in November 2019, Docebo announced a partnership with forMetris, the global leader in measuring learning impact, to provide qualitative data through ready-to-go surveys and reports for customers on Docebo’s learning platform.

In February 2020, Docebo announced a partnership with Bluewater Learning Inc., a recognized consulting services leader for learning, talent, and human capital management systems. This partnership will provide Docebo with an increased capacity and unique ability to allow customers to not only build personalized learning experiences, but also integrate their wider human capital management suite technologies for an unparalleled enterprise experience. Docebo also announced a partnership with an OEM, Phenom People, Inc. (“Phenom People”) a global leader in “Talent Experience Management”, pursuant to which Phenom People will integrate Docebo’s technology into their product to automate the delivery of training content to enhance internal learning and development.

We believe our flexible platform is well-suited to support enterprises with particularly fragmented and complex use-cases, giving rise to multi-faceted training requirements such as employee certification, re-skilling, upskilling, knowledge retention, fast onboarding for high growth companies, customer training and partner training.

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Competitive Conditions

The learning and professional skill development market is rapidly evolving, fragmented and highly competitive. We expect to face continued competition in the future as competitors bundle new and more comprehensive offerings with their existing products and services, and as new products and product enhancements are introduced into the e-learning market. The Company faces direct and indirect competition from a variety of players, including:

•

legacy corporate e-learning service providers such as Cornerstone On Demand, Saba Software, Kademi, SAP SuccessFactors and SumTotal Systems (owned by Skillsoft);

•

corporate e-learning service providers such as SAP Litmos, Absorb LMS, Instructure and SkillJar which offer solutions at comparable prices to our products;

•

lower priced solutions such as 360Learning, TalentLMS, Totara and LearnUpon;

•

instructor-led training vendors such as Global Knowledge, General Assembly and New Horizons;

•

individual-focused e-learning services such as LinkedIn Learning, Udemy, Udacity and Pluralsight;

•

local consulting firms that customize open source solutions such as Moodle; and

•

free solutions such as YouTube and Google.

The competitive factors in Docebo’s principal market include flexibility and scalability across multiple use-cases, platform features and functionality, reliability and uptime scalability, learner experience, brand, service and support for learners and staff, collaboration and engagement, software integration and third-party publisher partnerships, accessibility across several devices, operating systems and applications, data analytics, continued innovation and application of artificial intelligence capabilities.

Docebo believes that it competes favourably across these factors and is not inhibited by legacy constraints given the relative nascency of the platform. Some of our competitive strengths are described below. However, many of Docebo’s competitors and potential competitors are larger and have greater brand name recognition, longer operating histories, access to larger customer bases, larger sales and marketing budgets and significantly greater resources. Moreover, because the Company’s principal market is changing rapidly, it is possible that additional new entrants, especially those with significant resources, more efficient operating models, more rapid technology development cycles and lower marketing costs, could introduce new products and services that disrupt the Company’s principal market and better address the needs of its customers and potential customers. For more information, see “Risk Factors – Risks Related to our Business and Industry”.

Intellectual Property

Our intellectual property rights are important to our business. The Company has been issued trademark registrations in Canada, the United States, Italy, China and India covering the trademark “DOCEBO”. Docebo protects its intellectual property rights through a combination of trade-marks and trade secret laws as well as contractual provisions.

The Company uses non-disclosure agreements with business partners, prospective customers, and other relationships where disclosure of proprietary information may be necessary. We also use such agreements with our employees and consultants which assign to us all intellectual property developed in the course of

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their employment or engagement. We also secure from such individuals obligations to execute such documentation as is reasonably required by the Company to evidence our ownership of such intellectual property.

We are subject to risks related to our intellectual property. For more information, see “Risk Factors – Risks Related to our Business and Industry”.

Employees

As at December 31, 2019, the Company and its subsidiaries employed approximately 336 employees, 38 of which are in Canada, 182 of which are in Italy, 104 of which are in the United States and 12 of which are located elsewhere.

None of our employees are represented by a labour organization or are party to a collective bargaining arrangement.

With offices in Toronto (Ontario), Biassono (Italy), Athens (Georgia), London (U.K.) and Dubai (UAE), we are truly a global organization with access to a large pool of talent, as these cities are home to excellent technical and business schools and universities. We recruit our employees in a variety of ways and look for talent that fits within the Company’s culture and is focused on growing with the Company over the long-term. We are also deeply committed to providing an inclusive environment valued on diversity and equality. We build industry-leading teams and highly encourage the development of women and other minorities in technology to bring our vision for e-learning to life. Docebo values curious minds, diverse backgrounds, fresh ideas, and those with a commitment to lifelong learning and continuous improvement.

We strive to combine the innovation and agility of a start-up with a history of deep sector expertise and operational proficiency. As a founder-led organization, we pride ourselves on helping pioneer the corporate LMS space, driven by the relentless pursuit of technological innovation and a highly engaged workforce.

Indebtedness

On July 25, 2019, Docebo entered into the Credit Facility, a revolving term credit facility provided pursuant to a Credit Agreement with The Toronto-Dominion Bank, in the aggregate principal amount of up to $15 million (the “Commitment”). The Commitment is currently set at $15 million. The Credit Facility will mature on July 25, 2022. The Credit Facility may be used to finance working capital and operational needs of the Company.

RISK FACTORS

The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Annual Information Form. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently considers immaterial, may also impair the operations of the Company. If any such risks actually occur, the business, financial condition, or liquidity and results of operations of the Company, and the ability of the Company to pay dividends on the Common Shares, could be materially adversely affected.

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Risks Related to Our Business and Our Industry

Market adoption of cloud-based learning solutions is relatively new and unproven and may not grow as we expect, which may harm our business and results of operations and even if market demand increases, the demand for our platform may not increase.

We believe our future success will depend in part on the growth, if any, in the demand for cloud-based learning management solutions, particularly enterprise-grade solutions. The widespread adoption of our platform depends not only on strong demand for new forms of learning management, but also for solutions delivered via a Software-as-a-Service, or SaaS, business model in particular. The market for cloud-based learning solutions is less mature than the market for in-person learning solutions, which many businesses currently use, and these businesses may be slow or unwilling to migrate from these legacy approaches. As such, it is difficult to predict customer demand for our platform, customer adoption and renewal, the rate at which existing customers expand their engagement with our platform, the size and growth rate of the market for our platform, the entry of competitive products into the market, or the success of existing competitive products. Furthermore, even if businesses want to adopt a cloud-based technology learning solution, it may take them a long time to fully transition to this type of learning solution or they could be delayed due to budget constraints, weakening economic conditions, or other factors. Some businesses may also have long-term contracts with existing vendors and cannot switch in the short term. Even if market demand for cloud-based technology learning solutions generally increases, we can make no assurance that adoption of our platform will also increase. If the market for cloud-based technology learning solutions does not grow as we expect or our platform does not achieve widespread adoption it could result in reduced customer spending, customer attrition, and decreased revenue, any of which would adversely affect our business and results of operations.

If we are not able to develop new platform features that respond to the needs of our customers, our business and results of operations would be adversely affected.

We pride ourselves on the quality and functionality of our platform. However, we cannot make any assurance that any future features or enhancements that we develop will be successful. The success of any enhancement or new feature depends on several factors, including our understanding of market demand, timely execution, successful introduction, and market acceptance. We may not successfully develop new features or enhance our existing platform to meet customer needs or our new features and enhancements may not achieve adequate acceptance in the market. Additionally, we may not sufficiently increase our revenue to offset the upfront technology, sales and marketing, and other expenses we incur in connection with the development of platform features and enhancements. Any of the foregoing may adversely affect our business and results of operations.

The market in which we participate is competitive, and if we do not compete effectively, our results of operations could be harmed.

The market for professional skill development is highly competitive, rapidly evolving, and fragmented, and we expect competition to continue to increase in the future. A significant number of companies have developed, or are developing, products and services that currently, or in the future may, compete with our offerings and be superior. This competition could result in decreased revenue, increased pricing pressure, increased sales and marketing expenses, and loss of market share, any of which could adversely affect our business, results of operations, and financial condition.

We face competition from traditional enterprise SaaS solutions, consumer-centric SaaS solutions, and free solutions. We compete directly or indirectly with:

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•

legacy corporate e-learning service providers such as Cornerstone On Demand, Saba Software, Kademi, SAP SuccessFactors and SumTotal Systems (owned by Skillsoft);

•

corporate e-learning service providers such as SAP Litmos, Absorb LMS, Instructure and SkillJar which offer solutions at comparable prices to our products;

•

lower priced solutions such as 360Learning, TalentLMS, Totara and LearnUpon;

•

instructor-led training vendors such as Global Knowledge, General Assembly and New Horizons;

•

individual-focused e-learning services such as LinkedIn Learning, Udemy, Udacity and Pluralsight;

•

local consulting firms that customize open source solutions such as Moodle; and

•

free solutions such as YouTube and Google.

Many of our competitors and potential competitors are larger and have greater brand name recognition, longer operating histories, larger marketing budgets and established customer relationships, access to larger customer bases, and significantly greater resources for the development of their solutions. In addition, we face potential competition from participants in adjacent markets that may enter our markets by leveraging related technologies and partnering with or acquiring other companies, or providing alternative approaches to provide similar results. We may also face competition from companies entering our market, including large technology companies that could expand their offerings or acquire one of our competitors. While these companies may not currently focus on our market, they may have significantly greater financial resources and longer operating histories than we do. As a result, our competitors and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, or customer requirements. Further, some potential customers, particularly large enterprises, may elect to develop their own internal solutions that address their learning management needs.

Our ability to compete is also subject to the risk of future disruptive technologies. If new technologies emerge that are able to deliver skill development solutions at lower prices, with greater feature sets, more efficiently, or more conveniently, such technologies could adversely impact our ability to compete. With the introduction of new technologies and market entrants, we expect competition to intensify in the future.

Some of our principal competitors offer their solutions at a lower price or for free, which may result in pricing pressures on us. Many of our competitors that offer free solutions are also integrating features found previously only with paid solutions, which puts additional pressure on our pricing and feature development. If we are unable to maintain our pricing levels and competitive differentiation in the market, our results of operations would be negatively impacted.

If for any reason we are not able to develop enhanced and new features, keep pace with technological developments or respond to future disruptive technologies, our business will be harmed.

Our future success will depend on our ability to adapt and innovate. To attract new customers and increase revenue from existing customers, we will need to continually enhance and improve our platform and introduce new features. The success of any enhancement or new feature depends on several factors, including timely completion, introduction and market acceptance. If we are unable to successfully develop or acquire new features or enhance our existing platform to meet customer needs, our business and operating results could be adversely affected. In addition, because our products are designed to operate on a variety of network, hardware and software platforms using Internet tools and protocols, we will need to continuously modify and enhance our products to keep pace with changes in internet-related hardware,

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software, communication, browser and database technologies. If we are unable to respond in a timely and cost-effective manner to these rapid technological developments, our platform may become less marketable and less competitive or obsolete and our operating results may be negatively impacted. Finally, our ability to grow is subject to the risk of future disruptive technologies. If new technologies emerge that are able to deliver LMS products and services at lower prices, more efficiently or more conveniently, such technologies could adversely impact our ability to compete.

If our customers do not expand their use of our platform beyond their current organizational engagements or renew their existing contracts with us, our ability to grow our business and improve our results of operations may be adversely affected.

Our future success depends, in part, on our ability to increase the adoption of our platform by our existing customers and future customers. Many of our customers initially use our platform in specific groups or departments within their organization. In addition, our customers may initially use our platform for a specific use case. Our ability to grow our business depends in part on our ability to persuade customers to expand their use of our platform to address additional use cases. Further, to continue to grow our business, it is important that our customers renew their subscriptions when existing contracts expire and that we expand our relationships with our existing customers. Our customers have no obligation to renew their subscriptions, and our customers may decide not to renew their subscriptions with a similar contract period, at the same prices and terms, with the same or a greater number of learners, or at all. In the past, some of our customers have elected not to renew their agreements with us, and it is difficult to accurately predict whether we will have future success in retaining customers or expanding our relationships with them. We have experienced significant growth in the number of learners of our platform, but we do not know whether we will continue to achieve similar learner growth in the future. Our ability to retain our customers and expand our deployments with them may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our platform, our customer support, our prices, the prices and features of competing solutions, reductions in our customers’ spending levels, insufficient learner adoption of our platform, and new feature releases. If our customers do not purchase additional subscriptions or renew their existing subscriptions, renew on less favorable terms, or fail to continue to expand their engagement with our platform, our revenue may decline or grow less quickly than anticipated, which would harm our results of operations.

If we are unable to increase sales of subscriptions to our platform to customers while mitigating the risks associated with serving such customers, our business, financial condition, and results of operations would suffer.

Our growth strategy is largely dependent upon increasing sales of subscriptions to our platform to our customers. As we seek to increase our sales to our customers, we face upfront sales costs and longer sales cycles, higher customer acquisition costs, more complex customer requirements and volume discount requirements.

We may enter into customized contractual arrangements with our customers in which we offer more favorable pricing terms in exchange for larger total contract values that accompany large deployments. As we drive a greater portion of our revenue through our deployments with customers, we expect that our revenue will continue to grow significantly but the price we charge customers per learner may decline. This may result in reduced margins in the future if our cost of revenue increases. For example, customers may request that we integrate our platform with their existing technologies, and these customization efforts could create additional costs and delays in utilization. In addition, customers often begin to use our platform on a limited basis, but nevertheless require education and interactions with our sales team, which increases our upfront investment in the sales effort with no guarantee that these customers will use our platform widely enough across their organization to justify our upfront investment. As we continue to expand our sales

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efforts to customers, we will need to continue to increase the investments we make in sales and marketing, and there is no guarantee that our investments will succeed and contribute to additional customer acquisition and revenue growth. If we are unable to increase sales to customers while mitigating the risks associated with serving such customers, our business, financial condition, and results of operations will suffer.

Failure to effectively expand our sales and marketing capabilities or to select appropriate marketing channels could harm our ability to increase our customer base and achieve broader market acceptance of our platform.

Our ability to broaden our customer base and achieve broader market acceptance of our platform will depend to a significant extent on the ability of our sales and marketing organizations to work together to drive our sales pipeline and cultivate customer and partner relationships to drive revenue growth. We have invested in and plan to continue expanding our sales and marketing organizations, both domestically and internationally. Identifying, recruiting, and training sales personnel will require significant time, expense, and attention. We also plan to dedicate significant resources to sales and marketing programs, including lead generation activities and brand awareness campaigns, such as search engine and email marketing, online banner and video advertising, learner events, and webinars. If we are unable to hire, develop, and retain talented sales or marketing personnel, if our new sales or marketing personnel are unable to achieve desired productivity levels in a reasonable period of time, or if we fail to select appropriate marketing channels and our sales and marketing programs are not effective, our ability to broaden our customer base and achieve broader market acceptance of our platform could be harmed. In addition, the investments we make in our sales and marketing organization will occur in advance of experiencing benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources in these areas.

If we fail to effectively manage our growth, our business and results of operations could be harmed.

We have experienced, and may continue to experience, rapid growth and organizational change, which has placed, and may continue to place, significant demands on our management and our administrative, operational and financial resources. In addition, we operate globally, and have employees in Canada, the United States, Europe, the United Kingdom and Dubai. We plan to continue to expand our operations into other countries in the future, which will place additional demands on our resources and operations. Additionally, we continue to increase the breadth and scope of our platform and our operations. To support this growth, and to manage any future growth effectively, we must continue to improve our IT and financial infrastructures, our operating and administrative systems, and our ability to manage headcount, capital, and internal processes in an efficient manner. As we continue to grow, so does the size of our customers. The increased resources required to service these relatively large customers may cause us to divert resources away from our existing customers, which may have an adverse impact on our ability to maintain existing customers and our results of operations. Our organizational structure is also becoming more complex as we grow our operational, financial, and management infrastructure and we must continue to improve our internal controls as well as our reporting systems and procedures. We intend to continue to invest to expand our business, including investing in technology and sales and marketing operations, hiring additional personnel, improving our internal controls, reporting systems and procedures, and upgrading our infrastructure. These investments will require significant capital expenditures and the allocation of management resources, and any investments we make will occur in advance of experiencing the benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources. If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our results of operations may be adversely affected.

Our recent rapid growth makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to grow at or near historical rates.

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We have grown rapidly over the last several years, and as a result, our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. Any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer history of high sales or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, our growth rates may slow, and our business would suffer.

Our growth could be adversely affected if we fail to execute our “land and expand” strategy.

Our revenue and growth are dependent, in part, on our ability to retain customers and sell them additional products and services. While not a focus for us historically, we have invested considerably over the last two 2 years in upselling efforts. Our ability to execute this aspect of our growth strategy will depend on a variety of factors, including:

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customer willingness to accept any price increases;

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the quality and perceived value of our product and service offerings by existing customers;

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effective sales and marketing efforts with respect to existing customers;

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our speed to market and avoidance of difficulties or delays in development of new products and services;

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the successful implementation of products and services; and

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the regulatory needs and requirements facing us and our existing customers.

Our inability to retain existing customers, sell those customers additional products and services, or successfully develop and implement new and enhanced products and services and, accordingly, increase our revenues, could adversely affect our future results of operations.

If we cannot maintain our Company’s culture as we grow, we could lose the innovation, teamwork, passion, and focus on execution that we believe contribute to our success and our business may be harmed.

We believe that a critical component to our success has been our Company’s culture. Our Company is aligned behind our culture and key values and we have invested substantial time and resources in building our team within this culture. Additionally, as we grow and develop the infrastructure of a public company, we may find it difficult to maintain these important aspects of our Company’s culture. If we fail to preserve our culture, our ability to retain and recruit personnel, our ability to effectively focus on and pursue our corporate objectives, and our business could be harmed.

Our quarterly and annual results of operations may vary significantly and may be difficult to predict. If we fail to meet the expectations of investors or securities analysts, our stock price and the value of your investment could decline.

Our quarterly and annual billings, revenue and results of operations have fluctuated significantly in the past and may vary significantly in the future due to a variety of factors, many of which are outside of our control. Our financial results in any one quarter should not be relied upon as indicative of future performance. We

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may not be able to accurately predict our future billings, revenue or results of operations. Factors that may cause fluctuations in our quarterly results of operations include, but are not limited to, those listed below:

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fluctuations in the demand for our platform, and the timing of sales, particularly larger subscriptions;

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our ability to attract new customers or retain existing customers;

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changes in customer renewal rates and our ability to increase sales to our existing customers;

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the seasonal buying patterns of our customers;

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the budgeting cycles and internal purchasing priorities of our customers;

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the payment terms and subscription term length associated with our platform sales and their effect on our billings and free cash flow;

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our ability to anticipate or respond to changes in the competitive landscape, including consolidation among competitors;

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the timing of expenses and recognition of revenue;

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the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;

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the timing and success of new product feature and service introductions by us or our competitors;

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network outages or actual or perceived security breaches;

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changes in laws and regulations that impact our business; and

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general economic and market conditions.

If our billings, revenue or results of operations fall below the expectations of investors or securities analysts in a particular quarter, or below any guidance that we may provide, the price of our Shares could decline.

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our platform may be perceived as insecure, we may lose existing customers or fail to attract new customers, our reputation may be harmed, and we may incur significant liabilities.

Unauthorized access to, or other security breaches of (including malware attacks), our platform or the other systems or networks used in our business, including those of our vendors, contractors, or those with which we have strategic relationships, could result in the loss, compromise or corruption of data, loss of business, reputational damage adversely affecting customer or investor confidence, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation, and other liabilities. We have insurance coverage, but this coverage may be insufficient to compensate us for all liabilities that we may incur. Further, an actual or perceived security breach affecting one of our competitors or any other company that provides hosting services or delivers applications under a SaaS model, even if no confidential information of our customers is compromised, may adversely affect the market perception of our security measures and we could lose potential sales and existing customers.

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Our platform and the other systems or networks used in our business are also at risk for breaches as a result of third-party action, or employee, vendor, or contractor error or malfeasance. We have incurred and expect to continue to incur significant expenses to prevent security breaches, including deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants. However, since the techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until after they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on our platform, the proprietary and other confidential data contained therein or otherwise stored or processed in our operations, and ultimately on our business.

Privacy, data protection, and information security concerns, and data collection and transfer restrictions and related domestic or foreign regulations, may limit the use and adoption of our platform and adversely affect our business.

Use of our platform involves the storage, transmission, and processing of data from our customers and their employees or other personnel, including certain personal or individually identifying information. Personal privacy, information security, and data protection are significant issues in North America, Europe, and many other jurisdictions where we offer our platform. The regulatory framework governing the collection, processing, storage, and use of business information, particularly information that includes personal data, is rapidly evolving and any failure or perceived failure to comply with applicable privacy, security, or data protection laws, regulations and/or contractual obligations may adversely affect our business.

The Canadian federal and various provincial and territorial and foreign governments have adopted or proposed requirements regarding the collection, distribution, use, security, and storage of personally identifiable information and other data relating to individuals including the Personal Information Protection and Electronic Documents Act (Canada), and federal and provincial and territorial consumer protection laws are being applied to enforce regulations related to the online collection, use, and dissemination of data. Some of these requirements include obligations of companies to notify individuals of security breaches involving particular personal information, which could result from breaches experienced by us or by our vendors, contractors, or organizations with which we have formed strategic relationships. Even though we may have contractual protections with such vendors, contractors, or other organizations, notifications and follow-up actions related to a security breach could impact our reputation, cause us to incur significant costs, including legal expenses, harm customer confidence, hurt our expansion into new markets, cause us to incur remediation costs, or cause us to lose existing customers.

Further, many foreign countries and governmental bodies, including the United States and European Union, or EU, where we conduct business, have laws and regulations concerning the collection and use of personal data obtained from their residents or by businesses operating within their jurisdictions. These laws and regulations can be more restrictive than those in Canada. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure, and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, Internet Protocol, or IP, addresses. The policies and frameworks we use to comply with these laws may be subject to legal challenge by data protection authorities, and we may experience reluctance or refusal by European customers to use our platform due to potential risk exposure created by transferring personal data from Europe. We and our customers face a risk of enforcement actions taken by European data protection authorities regarding data transfers from Europe.

The European General Data Protection Regulations 2016/679 (“GDPR”) took effect on May 25, 2018. The GDPR applies to any company established in the EU as well as to those outside the EU if they collect and use personal data through the provision of goods or services to individuals in the EU or monitor their

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behavior. The GDPR enhances data protection obligations of businesses and provides direct legal obligations for service providers processing personal data on behalf of customers, including with respect to cooperation with European data protection authorities, implementation of security measures and keeping records of personal data processing activities. Noncompliance with the GDPR can trigger fines of up to €20 million or 4% of global annual revenues, whichever is higher. Separate EU laws and regulations (and member states’ implementations thereof) govern the protection of consumers and of electronic communications.

We also expect that there will continue to be new proposed laws, regulations, and industry standards concerning privacy, data protection, and information security in the United States, the EU, and other jurisdictions. We cannot determine the impact such future laws, regulations, and standards may have on our business. Such laws and regulations are often subject to differing interpretations and may be inconsistent among jurisdictions. These and other requirements could reduce demand for our platform, increase our costs, impair our ability to grow our business, or restrict our ability to store and process data or, in some cases, impact our ability to offer our platform in some locations and may subject us to liability. Further, in view of new or modified federal, state, or foreign laws and regulations, industry standards, contractual obligations, and other legal obligations, or any changes in their interpretation, we may find it necessary or desirable to fundamentally change our business activities and practices or to expend significant resources to modify our platform and otherwise adapt to these changes. We may be unable to make such changes and modifications in a commercially reasonable manner, or at all, and our ability to develop new features could be limited.

The costs of compliance with and other burdens imposed by laws, regulations, and standards may limit the use and adoption of and reduce overall demand for our platform, or lead to significant fines, penalties, or liabilities for any noncompliance. Privacy, information security, and data protection concerns, actual and perceived, may inhibit market adoption of our platform, particularly in certain industries and foreign countries.

Regulatory requirements placed on our software and services could impose increased costs on us, delay or prevent our introduction of new products and services, and impair the function or value of our existing products and services.

Our products and services are currently subject to various regulatory requirements. For example, we are or may be subject to laws, regulations and policies that govern discriminatory and harassing conduct particularly, in light of our use of AI technologies, the content of our platform or recommendations for content consumption may run afoul of local laws, regulations and policies that govern discrimination and harassment. Additionally, we are subject to laws, regulations and policies that govern the amount and type of taxes we are required to collect and remit, including with respect to internet transactions with customers in jurisdictions in which we do not have a physical presence. New income, sales, use or other tax laws, statutes, rules, regulations or ordinances applicable to solutions provided over the internet could be enacted at any time by any local, regional or national governmental authority, possibly with retroactive effect. Recent jurisprudence of the U.S. Supreme Court requires that online retailers collect sales and use taxes imposed by various U.S. states, even if the retailer has no physical presence in that state. We may also be subject to anti-spam laws, regulations and policies. In Canada, the regulatory authority responsible for enforcement of Canada’s Anti-Spam Legislation (“CASL”) has issued a bulletin that signals broad potential liability for electronic intermediaries (such as hosting providers and SaaS providers) for failing to take sufficient steps to stop third parties from using intermediary services and facilities to violate CASL, including prohibitions on sending electronic marketing messages or installing computer programs without consent.

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Our business may become subject to increasing regulatory requirements, and as these requirements proliferate, we may be required to change or adapt our products and services to comply. Changing regulatory requirements might render our products and services obsolete or might block us from developing new products and services. This might in turn impose additional costs upon us to comply or to further develop our products and services. It might also make introduction of new products and services more costly or more time-consuming than we currently anticipate and could even prevent introduction by us of new products or services or cause the continuation of our existing products or services to become more costly. Accordingly, such regulatory requirements could have a material adverse effect on our business, financial condition, and results of operations.

If we fail to retain key employees or to recruit qualified technical and sales personnel, our business could be harmed.

We believe that our success depends on the continued employment of our senior management and other key employees. In addition, because our future success is dependent on our ability to continue to enhance and introduce new platform features, we are heavily dependent on our ability to attract and retain qualified personnel with the requisite education, background, and industry experience. As we expand our business, our continued success will also depend, in part, on our ability to attract and retain qualified sales, marketing, and operational personnel capable of supporting a larger and more diverse customer base. The loss of the services of a significant number of our technology or sales personnel could be disruptive to our development efforts or customer relationships. In addition, if any of our key employees joins a competitor or decides to otherwise compete with us, we may experience a material disruption of our operations and business strategy, which may cause us to lose customers or increase operating expenses and may divert our attention as we seek to recruit replacements for the departed employees.

We recognize revenue from subscriptions over the term of our customer contracts, and as such our reported revenue and billings may differ significantly in a given period, and our revenue in any period may not be indicative of our financial health and future performance.

We recognize revenue from subscriptions rateably over the subscription term of the underlying customer contract. Our billings are recorded upon invoicing for access to our platform, and thus a significant portion of the billings we report in each quarter, are generated from customer agreements entered and invoiced during the period. As a result, much of the revenue we report each quarter is derived from contracts that we entered into with customers in prior periods. Consequently, a decline in new or renewed subscriptions in any quarter will not be fully reflected in revenue or other results of operations in that quarter but will negatively affect our revenue and other results of operations across future quarters. It is difficult for us to rapidly increase our revenue from additional billings in a given period. Any increases in the average term of subscriptions would result in revenue for those contracts being recognized over longer periods of time with less positive impact on our results of operations in the near term. Accordingly, our revenue in any given period may not be an accurate indicator of our financial health and future performance.

Our sales cycles can be unpredictable, and our sales efforts require considerable time and expense. As a result, the timing of our billings and revenue are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.

Our results of operations may fluctuate, in part, because of the resource intensive nature of our sales efforts, the length and variability of our sales cycle, and difficulty in adjusting our operating expenses in the short term. The length of our sales cycle, from identification of the opportunity to delivery of access to our platform, can vary from customer to customer, with sales to larger businesses typically taking longer to

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complete. In addition, as we increase our sales to larger businesses, we face longer more complex customer requirements, and substantial upfront sales costs. With larger businesses, the decision to subscribe to our platform frequently requires the approvals of multiple management personnel and more technical personnel than would be typical of a smaller organization and, accordingly, sales to larger businesses may require us to invest more time educating these potential customers. Purchases by larger businesses are also frequently subject to budget constraints and unplanned administrative, processing, and other delays, which means we may not be able to come to agreement on the terms of the sale to larger businesses.

To the extent our competitors develop products that our prospective customers view as equivalent or superior to our platform, our average sales cycle may increase. Additionally, if a key sales member leaves our employment or if our primary point of contact at a customer or potential customers leaves his or her employment, our sales cycle may be further extended or customer opportunities may be lost. As a result of the buying behavior of enterprises and the efforts of our sales force and partners to meet or exceed their sales objectives by the end of each fiscal quarter, we may generate a substantial portion of billings towards the end of each fiscal quarter. These transactions may not close as expected or may be delayed in closing. The unpredictability of the timing of customer purchases, particularly large purchases, could cause our billings and revenue to vary from period to period or to fall below expected levels for a given period, which will adversely affect our business, results of operations, and financial condition.

We may not receive significant revenue as a result of our current research and development efforts.

We reinvest a large percentage of our revenue in research and development, including AI. Our investment in our current research and development efforts may not provide a sufficient, timely return. We make and will continue to make significant investments in software research and development and related product opportunities. Investments in new technology and processes are inherently speculative. Commercial success depends on many factors including the degree of innovation of the products developed through our research and development efforts, sufficient support from our strategic partners, and effective distribution and marketing. Accelerated product introductions and short product life cycles require high levels of expenditures for research and development. These expenditures may materially adversely affect our operating results if they are not offset by revenue increases. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts in order to maintain our competitive position. However, significant revenue from new product and service investments may not be achieved for a number of years, if at all. Moreover, new products and services may not be profitable.

We believe our long-term success depends in part on continuing to expand our international sales and operations and we are therefore subject to a number of risks associated with international sales and operations.

We intend to continue expanding our international operations. In order to maintain and expand our sales internationally, we need to hire and train experienced personnel to staff and manage our foreign operations. To the extent that we experience difficulties in recruiting, training, managing, and retaining international staff, and specifically sales and marketing personnel, we may experience difficulties in growing our international sales.

Additionally, our international sales are subject to a number of risks, including, but not limited to, the following:

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unexpected costs and errors in tailoring our products for individual markets, including translation into foreign languages and adaptation for local practices;

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difficulties in adapting to customer desires due to language and cultural differences;

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•

new and different sources of competition;

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increased financial accounting and reporting burdens and complexities;

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increased expenses associated with international sales and operations, including establishing and maintaining office space and equipment for our international operations;

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lack of familiarity and burdens of complying with foreign laws, legal standards, privacy standards, regulatory requirements, tariffs, and other barriers;

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greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;

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practical difficulties of enforcing intellectual property rights in countries with fluctuating laws and standards and reduced or varied protection for intellectual property rights in some countries;

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unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties, or other trade restrictions;

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limitations on technology infrastructure, which could limit our ability to migrate international operations to our existing systems, which could result in increased costs;

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difficulties in managing and staffing international operations and differing employer/employee relationships and local employment laws;

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fluctuations in exchange rates that may increase the volatility of our foreign-based revenue; and

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potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems and restrictions on the repatriation of earnings.

Additionally, operating in international markets also requires significant management attention and financial resources. We plan to continue investing substantial time and resources to expand our international operations, but we cannot be certain that these investments will produce desired levels of revenue or profitability. These factors and other factors could harm our ability to gain future international revenue and, consequently, materially affect our business, results of operations, and financial condition.

We may face exposure to foreign currency exchange rate fluctuations.

Revenues and operating expenses outside of Canada are often denominated in local currencies. Additionally, as we expand our international operations, we repost our financial results in Canadian dollars. Therefore, fluctuations in the value of the Canadian dollar and foreign currencies may affect our results of operations when translated into Canadian dollars. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations. In the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

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If we fail to manage our hosting network infrastructure capacity, our existing customers may experience service outages and our new customers may experience delays in accessing our platform.

We host our platform on data centers provided by Amazon Web Services (“AWS”), a provider of cloud infrastructure services. Our operations depend on the virtual cloud infrastructure hosted in AWS as well as the information stored in these virtual data centers and which third-party internet service providers transmit. Although we have disaster recovery plans that utilize multiple AWS locations, any incident affecting their infrastructure that may be caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures, unauthorized intrusion, computer viruses, disabling devices, natural disasters, war, criminal act, military actions, terrorist attacks, and other similar events beyond our control could negatively affect the availability and reliability of our platform. A prolonged AWS service disruption affecting our platform for any of the foregoing reasons or the termination of our relationship with AWS could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the AWS services we use.

AWS enables us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions, and provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. AWS may terminate the agreement by providing 30 days prior written notice and may, in some cases, terminate the agreement immediately for cause upon notice. Any disruption of our use of, or interference with, AWS would adversely affect our operations and business.

We have experienced significant growth in the number of learners, transactions, and data that our hosting infrastructure supports. We seek to maintain sufficient excess capacity in our hosting network infrastructure to meet the needs of all of our customers. However, the provision of new hosting infrastructure may require significant lead time and resources. If we do not accurately predict our infrastructure capacity requirements, our existing clients may experience service outages that may adversely impact our results of operations and lead to customer losses. If our hosting infrastructure capacity fails to keep pace with increased sales, customers may experience delays as we seek to obtain additional capacity, which could harm our reputation and adversely affect our revenue growth.

We rely upon SaaS technologies from third parties to operate our business, and interruptions or performance problems with these technologies may adversely affect our business and results of operations.

We rely on hosted SaaS applications from third parties in order to operate critical functions of our business, including platform delivery, enterprise resource planning, customer relationship management, billing, project management, and accounting and financial reporting. If these services become unavailable due to extended outages, interruptions, or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted, and our processes for managing sales of our platform and supporting our customers could be impaired until equivalent services, if available, are identified, obtained, and implemented, all of which could adversely affect our business.

Our growth depends in part on the success of our relationships with third party vendors and suppliers.

We anticipate that the growth of our business will continue to depend on third-party relationships, including relationships with our suppliers, app developers, theme designers and referral sources.

Identifying, negotiating and documenting relationships with third party vendors and suppliers requires significant time and resources as does integrating third-party technology. Our agreements with providers of cloud hosting, technology, and consulting services are typically non-exclusive and do not prohibit such service providers from working with our competitors or from offering competing services. These third-

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party providers may choose to terminate their relationship with us or to make material changes to their businesses, products or services in a manner that is adverse to us.

The success of our platform depends, in part, on our ability to integrate third-party applications, themes and other offerings into our third-party ecosystem. Third-party developers may also change the features of their offering of applications and themes or alter the terms governing the use of their offerings in a manner that is adverse to us. If third- party applications and themes change such that we do not or cannot maintain the compatibility of our platform with these applications and themes, or if we fail to provide third-party applications and themes that our customers desire to add to their businesses, demand for our platform could decline. If we are unable to maintain technical interoperation, our customers may not be able to effectively integrate our platform with other systems and services they use. We may also be unable to maintain our relationships with certain third-party vendors if we are unable to integrate our platform with their offerings. In addition, third-party developers may refuse to partner with us or limit or restrict our access to their offerings. Such changes could functionally limit or terminate our ability to use these third-party offerings with our platform, which could negatively impact our solution offerings and harm our business. If we fail to integrate our platform with new third-party offerings that our customers need for their businesses, or to adapt to the data transfer requirements of such third-party offerings, we may not be able to offer the functionality that our customers and their clients expect, which would negatively impact our offerings and, as a result, harm our business.

Further, our competitors may effectively incentivize third-party developers to favor our competitors’ products or services, which could diminish our prospects for collaborations with third-parties and reduce subscriptions to our platform. In addition, providers of third-party offerings may not perform as expected under our agreements and we may in the future have disagreements or disputes with such providers. If any such disagreements or disputes cause us to lose access to products or services from a particular supplier, or lead us to experience a significant disruption in the supply of products or services from a current supplier, especially a single-source supplier, they could have an adverse effect on our business and operating results.

Our growth depends in part on the success of our strategic relationships with OEMs

In addition to growing our direct sales channels, we intend to pursue additional relationships with other third party OEMs. Identifying the proper OEMs to partner with will be essential to this growth strategy. Negotiating and documenting relationships with appropriate third party OEMs will require significant time and resources, as will integrating third-party content and technology. Our agreements with OEMs may not prohibit them from working with our competitors or from offering competing services. Our competitors may be effective in providing incentives to third party OEMs to favour their products or services or to prevent or reduce subscriptions to our solution. In addition, these distributors and providers may not perform as expected under our agreements, and we have had, and may in the future have, disagreements or disputes with such distributors and providers, which could negatively affect our brand and reputation. A global economic slowdown and other factors could also adversely affect the businesses of our OEMs, and it is possible that they may not be able to devote the resources we expect to the relationship. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results could suffer. Even if we are successful, there can be no assurance that these relationships will result in improved operating results.

We have incurred operating losses and negative cash flows in the past and may incur operating losses in the future.

Throughout most of our history, we have experienced net losses and negative cash flows from operations. As of December 31, 2019, we had an operating loss of approximately $9.8 million and positive cash flows

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due to proceeds raised from the IPO. We expect our operating expenses to increase in the future as we expand our operations. Furthermore, as a public company, we will incur legal, accounting and other expenses that we did not incur as a private company. If our revenue does not grow to offset these increased expenses, we will not be profitable. We can make no assurance that we will be able to achieve or maintain profitability. Recent revenue growth should not be considered as indicative of our future performance.

If we do not maintain the compatibility of our solutions with third-party applications that our customers use in their business processes, demand for our solutions could decline.

Our solutions can be used alongside a wide range of other systems, such as enterprise software systems and business software applications used by our customers in their businesses. If we do not support the continued integration of our solutions with third-party applications, including through the provision of application programming interfaces that enable data to be transferred readily between our solutions and third-party applications, demand for our solutions could decline, and we could lose sales. We will also be required to make our solutions compatible with new or additional third-party applications that are introduced into the markets that we serve. We may not be successful in making our solutions compatible with these third-party applications, which could reduce demand for our solutions. In addition, prospective customers, especially large enterprise customers, may require heavily customized features and functions unique to their business processes. If prospective customers require customized features or functions that we do not offer, then the market for our solutions will be adversely affected.

If we are not able to keep pace with technological developments or new versions or updates of operating systems and internet browsers adversely impact the process by which our customers interface with our platform, our business will be harmed.

As our platform is designed to operate on a variety of network, hardware, and software platforms using internet tools and protocols, we will need to continuously modify and enhance our platform to keep pace with changes in internet-related hardware, software, communication, browser, and database technologies. If we are unable to respond in a timely and cost-effective manner to these rapid technological developments, our platform may become obsolete, which would adversely impact our results of operations.

In addition, the industry in which we compete is characterized by rapid technological change, frequent introductions of new products and evolving industry standards. Our ability to attract new customers and increase revenue from customers will depend in significant part on our ability to anticipate industry standards and to continue to enhance existing solutions or introduce or acquire new solutions on a timely basis to keep pace with technological developments. The success of any enhancement or new solution depends on several factors, including the timely completion and market acceptance of the enhancement or new solution. Any new solution we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. If any of our competitors implements new technologies before we are able to implement them, those competitors may be able to provide more effective solutions than ours at lower prices.

If we fail to develop, maintain, and enhance our brand and reputation cost-effectively, our business and financial condition may be adversely affected.

We believe that developing, maintaining, and enhancing awareness and integrity of our brand and reputation in a cost-effective manner are important to achieving widespread acceptance of our platform and are important elements in maintaining existing customers and attracting new customers. We believe that the importance of our brand and reputation will increase as competition in our market further intensifies. Successful promotion of our brand will depend on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform at competitive prices, the perceived value of our platform, and our

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ability to provide quality customer support. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand and reputation. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to retain our existing customers and partners or attract new customers and partners and our business and financial condition may be adversely affected. Any negative publicity relating to our employees, partners, or other parties associated with us or them, may also tarnish our own reputation simply by association and may reduce the value of our brand. Damage to our brand and reputation may result in reduced demand for our platform and increased risk of losing market share to our competitors. Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful.

Mergers or other strategic transactions involving our competitors or customers could weaken our competitive position, which could harm our results of operations.

Some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with systems integrators, third-party consulting firms or other parties, thereby limiting our ability to promote our products. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure and our loss of market share and could result in a competitor with greater financial, technical, marketing, service and other resources, all of which could have a material adverse effect on our business, results of operations and financial condition.

Consolidation within our existing and target markets as a result of mergers or other strategic transactions may also create uncertainty among customers as they realign their businesses and impact new sales and renewal rates. For example, mergers or strategic transactions by potential or existing customers may delay orders for our products and services or cause the use of our products to be discontinued, which could have a material adverse effect on our business, results of operations and financial condition.

If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue or experience slower growth rates, and incur costly litigation to protect our rights.

The learning management system industry is characterized by a large number of copyrights, trademarks, trade secrets, and other intellectual property rights. Our success is dependent, in part, upon protecting our proprietary information and technology. We rely on a combination of trademarks, copyrights, trade secrets, intellectual property assignment agreements, license agreements, confidentiality procedures, non-disclosure agreements, and employee non-disclosure and invention assignment agreements to establish and protect our proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect and mitigate unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our platform and use information that we regard as proprietary to create solutions that compete with ours. Policing unauthorized use of our platform is difficult and the steps we take to combat such actions may prove ineffective. Some license provisions protecting against unauthorized use, copying, transfer, and disclosure of our platform may be unenforceable under the laws of certain jurisdictions and foreign countries. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of Canada, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our platform and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.

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We rely in part on trade secrets, proprietary know-how, and other confidential information to maintain our competitive position. Although we enter into intellectual property assignment agreements or license agreements with our employees and contractors, confidentiality and invention assignment agreements with our employees and consultants, and confidentiality agreements with the parties with whom we have strategic relationships and business alliances, no assurance can be given that these agreements will be effective in controlling access to, and distribution of, our platform and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time-consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our platform, impair the functionality of our platform, delay introductions of new platform features, result in our substituting inferior or more costly technologies into our platform, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new platform features or services, and we cannot guarantee that we will be able to license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

An assertion by a third-party that we are infringing its intellectual property could subject us to costly and time-consuming litigation which could harm our business

Our success depends in part upon our not infringing the intellectual property rights of others. However, our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry or, in some cases, our technology.

In the past, third parties have claimed that we were infringing their intellectual property rights. Such claims may reoccur in the future, and we may actually be found to be infringing on such rights. Any claims or litigation could cause us to incur significant expenses, and if successfully asserted against us, could require that we pay substantial damages or ongoing revenue share payments, indemnify our customers or distributors, obtain licenses, modify products, or refund fees, any of which would deplete our resources and adversely impact our business.

The use of open source software in our products may expose us to additional risks and harm our intellectual property.

We have in the past and may in the future leverage open source software components in our development processes. These components are developed by third parties over whom we have no control. We have no assurances that those components do not infringe upon the intellectual property rights of others. We could be exposed to infringement claims, security vulnerabilities and liability in connection with the use of those open source software components, and we may be forced to replace those components with internally developed software or software obtained from another supplier, which may increase our expenses. The developers of open source software are usually under no obligation to maintain or update that software and we may be forced to maintain or update such software ourselves or replace such software with internally developed software or software obtained from another supplier, which may increase our expenses. Making such replacements could also delay enhancements to our products. Certain open source software licenses

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provide that the licensed software may be freely used, modified and distributed to others provided that any modifications made to such software including the source code to such modifications, are also made available under the same terms and conditions. As a result, any modifications we make to such software will be available to all downstream learners of the software, including our competitors.

Certain open source licenses (“Reciprocal Licenses”) provide that if we wish to combine the licensed software, in whole or in part, with our proprietary software, and distribute copies of the resulting combined work, we may only do so if such copies are distributed under the same terms and conditions as the open source software component of the work that was licensed to us, including the requirement to make the source code to the entire work available to recipients of such copies. The types of combinations of open source software and proprietary code that are covered by the requirement to release the source code to the entire combined work are uncertain and much debated by learners of open source software. There is little or no legal precedent governing the interpretation of many of the terms of these licenses. An incorrect determination as to whether a combination is governed by such provisions will result in non-compliance with the terms of the open source license. Such non-compliance could result in the termination of our license to use, modify and distribute copies of the affected open source software and we may be forced to replace such open source software with internally developed software or software obtained from another supplier, which may increase our expenses. In addition to terminating the affected open source license, the licensor of such open source software may seek to have a court order that the proprietary software that was combined with the open source software be made available to others, including our competitors, under the terms and conditions of the applicable open source license. For those reasons, we have instituted policies and practices which are intended to govern and limit the use of open source software that is distributed under the terms of a Reciprocal License.

In addition to risks related to license requirements, usage of open source software can lead to greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties, controls on the origin or development of the software, or remedies against the licensors. Many of the risks associated with usage of open source software cannot be eliminated and could adversely affect our business.

Issues in the use of artificial intelligence in our platform may result in reputational harm or liability

Our platform uses AI, and we expect to continue building AI into our platform in the future. We envision a future in which AI operates within our cloud-based platform to offer an efficient and effective e-learning solution for our customers. As with many disruptive innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient or contain biased information. Inappropriate or controversial data practices by us or others could impair the acceptance, utility and effectiveness of AI solutions. These deficiencies could undermine the decisions, predictions, or analysis AI applications produce, subjecting us to competitive harm, legal liability, and brand or reputational harm. Some AI scenarios present ethical issues. If we enable or offer AI solutions that are controversial because of their impact on human rights, privacy, employment, equity, accessibility or other social issues, we may experience brand or reputational harm.

Real or perceived errors, failures, vulnerabilities, or bugs in our platform could harm our business and results of operations.

Errors, failures, vulnerabilities, or bugs may occur in our platform, especially when updates are deployed or new features are rolled out. In addition, utilization of our platform in complicated, large-scale customer environments may expose errors, failures, vulnerabilities, or bugs in our platform. Any such errors, failures, vulnerabilities, or bugs may not be found until after they are deployed to our customers. As a provider of learning management solutions, our brand and reputation is particularly sensitive to such errors, failures,

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vulnerabilities, or bugs. Real or perceived errors, failures, vulnerabilities, or bugs in our platform could result in negative publicity, loss of competitive position, loss of customer data, loss of or delay in market acceptance of our products, or claims by customers for losses sustained by them, all of which could harm our business and results of operations.

If we are unable to successfully refresh or update our source code or other aspects of our platform or detect and adequately address technological deficiencies in a timely and adequate manner, our competitive position could be negatively affected.

Our competitiveness depends, in part, on our ability to deliver an up to date learner interface and to promptly address technical deficiencies in a timely and efficient manner. Updates to our source code and other aspects of our platform require significant investment and we may not have the resources to make such investment. We may not be able to expand and upgrade our personnel, technology systems and infrastructure to accommodate increases in our business activity in a timely manner, which could lead to operational breakdowns and delays, loss of customers, a reduction in the growth of our customer base, increased operating expenses or financial losses.

Our products and services are complex and sophisticated and may contain design defects or errors that are difficult to detect and correct. Errors or defects may be found in new products or services after launch and, even if discovered, we may not be able to successfully correct such errors or defects in a timely manner or at all, which could adversely impact our business.

From time to time, we may become defendants in legal proceedings for which we are unable to assess our exposure and which could become significant liabilities in the event of an adverse judgment.

From time to time in the ordinary course of our business, we may become involved in various legal proceedings, including commercial, product liability, employment, class action and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.

Any failure to offer high-quality customer support may harm our relationships with our customers and our results of operations.

Our customers depend on our customer support teams to resolve technical and operational issues if and when they arise. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for customer support. Customer demand for support may also increase as we expand the features available on our platform. Increased customer demand for customer support, without corresponding revenue, could increase costs and harm our results of operations. In addition, as we continue to expand our customer base, we need to be able to provide efficient and effective customer support that meets our customers’ needs and expectations globally at scale. The number of our customers has grown significantly, which puts additional pressure on our support organization. In order to meet these needs, we have relied in the past and will continue to rely on self-service customer support to resolve common or frequently asked questions, which supplement our customer support teams. If we are unable to provide efficient and effective customer support globally at scale including through the use of self-service support, our ability to grow our operations may be harmed and we may need to hire additional support personnel, which could harm our margins and results of operations. Our sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high- quality customer support, or a market perception that we do not maintain high-quality customer support,

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could harm our reputation, our ability to sell our platform to existing and prospective customers, our business, results of operations, and financial condition.

Adverse economic and market conditions and reductions in IT spending may adversely impact our business and results of operations.

Unfavorable general economic conditions, such as a recession or economic slowdown in one or more of our major markets, could adversely affect demand for our platform. Changing macroeconomic conditions may affect our business in a number of ways. For example, spending patterns of businesses are sensitive to the general economic climate. Subscriptions for our platform may be considered discretionary by many of our current and potential customers. As a result, businesses considering whether to purchase or renew subscriptions to our products may be influenced by macroeconomic factors.

In addition, recent events in the financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Thus, financial developments seemingly unrelated to us or to our industry may materially adversely affect us over the course of time. Volatility in the market price of our Shares due to seemingly unrelated financial developments could hurt our ability to raise capital for the financing of acquisitions or other reasons. Potential price inflation caused by an excess of liquidity in countries where we conduct business may increase the cost we incur to provide our solutions and may reduce profit margins on agreements that govern our provision of products or services to customers over a multi-year period. A reduction in credit, combined with reduced economic activity, may materially adversely affect businesses and industries that collectively constitute a significant portion of our customer base. As a result, these customers may need to reduce their purchases of our products or services, or we may experience greater difficulty in receiving payment for the products or services that these customers purchase from us. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on our business, operating results, and financial conditions.

We may acquire other companies or technologies which could divert our management’s attention, result in additional dilution to our Shareholders, and otherwise disrupt our operations and harm our results of operations.

We may in the future seek to acquire or invest in businesses, people, or technologies that we believe could complement or expand our platform or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are ultimately consummated.

Any integration process may result in unforeseen operating difficulties and require significant time and resources and, although we have been successful in the past, we may not be able to integrate the acquired personnel, operations, and technologies successfully or effectively manage the combined business in connection with any future acquisition. We may also not achieve the anticipated benefits from the acquired business due to a number of factors, including, among others:

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costs or liabilities associated with the acquisition;

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diversion of management’s attention from other business concerns;

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inability to integrate or benefit from acquired content, technologies, or services in a profitable manner;

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harm to our existing relationships with authors and customers as a result of the acquisition;

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•

difficulty integrating the accounting systems, operations, and personnel of the acquired business;

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difficulty converting the customers of the acquired business onto our platform and contract terms;

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the potential loss of key employees;

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use of resources that are needed in other parts of our business; and

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the use of substantial portions of our available cash or equity to consummate the acquisition.

In the future, if our acquisitions do not yield expected returns, we may be required to take charges for the write-down or impairment of amounts related to goodwill and intangible assets which could negatively impact our results of operations. We may issue additional equity securities in connection with any future acquisitions, that would dilute our existing Shareholders, use cash that we may need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to pay, incur large charges or substantial liabilities, and become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges. These challenges could adversely affect our business, financial conditions, results of operations, and prospects.

We might require additional capital to support our growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue making investments to support our growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our existing platform or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing Shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Shares. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our growth and to respond to business challenges could be significantly impaired.

We may not be able to generate sufficient cash to service our indebtedness.

As of December 31, 2019, we did not have any aggregate indebtedness outstanding under our Credit Facility.

Our Credit Facility contains financial covenants, including the requirement to maintain a minimum amount of recurring revenue, minimum liquidity, and a minimum amount of revenue required to be generated by the Company and guarantors. Our ability to make additional borrowings under the Credit Facility depends upon compliance with these and other covenants. Our ability to comply with these covenants and requirements may be affected by events beyond our control. Our failure to comply with obligations under the Credit Facility could result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our Credit Facility and permit the lenders thereunder to accelerate payment of their loans. In addition, the lenders would have the right to proceed against the collateral securing the Credit Facility, which consists of substantially all of our assets. If our debt is accelerated, we cannot be certain that we will have funds available to pay the accelerated debt or that we will have the ability to refinance the accelerated debt on terms favorable to us, or at all. If we could not

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repay or refinance the accelerated debt, we could be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration, or insolvency would likely have a material and adverse effect on our business.

Our management team has limited experience managing a public company.

Most members of our management team have limited or no experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under applicable securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition, and results of operations.

Our business is subject to a variety of international laws, including export and import controls and anti-corruption laws and regulations, that could subject us to claims, increase the cost of operations, impair our ability to compete in international markets, or otherwise harm our business due to changes in the laws, changes in the interpretations of the laws, greater enforcement of the laws, or investigations into compliance with the laws.

Our business is subject to regulation by various federal, provincial and territorial, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing copyright laws, employment and labor laws, workplace safety, consumer protection laws, privacy and data protection laws, anti-bribery laws, import and export controls, federal securities laws, and tax laws and regulations. In certain foreign jurisdictions, these regulatory requirements may be more stringent than those in Canada. The U.S. export control laws and U.S. economic sanctions laws may include restrictions or prohibitions on the sale or supply of certain products and services to embargoed or sanctioned countries, governments, persons and entities. In addition, various countries regulate the import of certain encryption and other technology, including import and export permitting and licensing requirements, and have enacted or could enact laws that could limit our ability to distribute our platform, provide our customers access to our platform or could limit our customers’ ability to access or use our services in those countries. Changes in our platform, or future changes in export and import regulations may prevent our learners with international operations from utilizing our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions, or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell subscriptions to our platform to, existing or potential learners with international operations. Any decreased use of our platform or limitation on our ability to export or sell our platform would likely adversely affect our business, results of operations, and financial results.

We are also subject to various domestic and international anti-corruption laws, such as the Corruption of Foreign Public Officials Act (Canada), U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering, providing, and accepting improper payments or benefits for improper purposes. These laws also require that we keep accurate books and records and maintain compliance procedures designed to prevent any such actions. Although we take precautions to prevent violations of these laws, our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.

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We are also subject to consumer protection laws that may impact our sales and marketing efforts, including laws related to subscriptions, billing, and auto-renewal. These laws, as well as any changes in these laws, could make it more difficult for us to retain existing customers and attract new ones.

These laws and regulations are subject to change over time and thus we must continue to monitor and dedicate resources to ensure continued compliance. Although we take precautions to prevent our platform from being provided in violation of such laws, our platform could be provided inadvertently in violation of such laws, despite the precautions we take. Non-compliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results, and financial condition could be materially adversely affected. We may also be adversely affected through penalties, reputational harm, loss of access to certain markets, or otherwise. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.

Trade wars and changes in international trade law and policies may have a material adverse effect on our business, financial condition and results of operations.

As a global company, our success depends on our ability to sell across borders. Trade wars and changes in laws and policy relating to trade or taxes may have an adverse effect on our business, financial condition and results of operations. More specifically, the geopolitical environment of the markets where we operate may influence customer demand for our products and may have an impact on input costs. For instance, any potential changes in the economic and political climate in the U.S., such as the potential changes to, or the termination of, trade agreements between the U.S. and the European Union, or among Canada, the U.S. and Mexico, or the increased geopolitical uncertainty in Europe, could impact our business and our sales and profitability.

Our business could be adversely impacted by changes in internet access for our learners or laws specifically governing the internet.

Our platform depends on the quality of our learners’ access to the internet. Certain features of our platform require significant bandwidth and fidelity to work effectively. Internet access is frequently provided by companies that have significant market power that could take actions that degrade, disrupt, or increase the cost of learner access to our platform, which would negatively impact our business. We could incur greater operating expenses and our ability to acquire and retain customers could be negatively impacted if network operators:

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implement usage-based pricing;

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discount pricing for competitive products;

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otherwise materially change their pricing rates or schemes;

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charge us to deliver our traffic at certain levels or at all;

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throttle traffic based on its source or type;

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implement bandwidth caps or other usage restrictions; or

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otherwise try to monetize or control access to their networks.

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As the internet continues to experience growth in the number of learners, frequency of use, and amount of data transmitted, the internet infrastructure that we and our learners rely on may be unable to support the demands placed upon it. The failure of the internet infrastructure that we or our learners rely on, even for a short period of time, could undermine our operations and harm our results of operations.

In the future, providers of internet browsers could introduce new features that would make it difficult for customers to use our platform. In addition, internet browsers for desktop, tablets or mobile devices could introduce new features, change existing browser specifications such that they would be incompatible with our platform. Any changes to technologies used in our platform, to existing features that we rely on, or to operating systems or internet browsers that make it difficult for customers to access our platform may make it more difficult for us to maintain or increase our revenues and could adversely impact our business and prospects.

In addition, there are various laws and regulations that could impede the growth of the internet or other online services, and new laws and regulations may be adopted in the future. These laws and regulations could, in addition to limiting internet neutrality, involve taxation, tariffs, privacy, data protection, information security, content, copyrights, distribution, electronic contracts and other communications, consumer protection, and the characteristics and quality of services, any of which could decrease the demand for, or the usage of, our platform. Legislators and regulators may make legal and regulatory changes, or interpret and apply existing laws, in ways that require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause us to change our business practices. These changes or increased costs could materially harm our business, results of operations, and financial condition.

It may be difficult or impossible for investors to enforce judgements against foreign subsidiaries and resident directors or officers of the Company

Certain of the Company’s wholly-owned subsidiaries are organized under the laws of foreign jurisdictions and certain of the directors and officers of the Company, including our President and Chief Executive Officer, Claudio Erba, are residents of countries other than Canada. As a result, it may be difficult or impossible for investors to effect service within Canada upon such persons, or to realize against them in Canada upon judgments of courts of Canada predicated upon the civil liability provisions of applicable Canadian provincial securities laws. There is some doubt as to the enforceability in the United States or other foreign courts by a court in original actions, or in actions to enforce judgments of Canadian courts, of civil liabilities predicated upon such applicable Canadian provincial securities laws.

Our international operations subject us to potentially adverse tax consequences.

We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, property and goods and services taxes, in Canada and various foreign jurisdictions. Our domestic and international tax liabilities are subject to various jurisdictional rules regarding the timing and allocation of revenue and expenses. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file and to changes in tax laws. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. From time to time, we may be subject to income and non-income tax audits. While we believe we have complied with all applicable income tax laws, there can be no assurance that a governing tax authority will not have a different interpretation of the law and assess us with additional taxes. Should we be assessed with additional taxes, there could be a material adverse effect on our business, results of operations, and financial condition.

Our future effective tax rate may be affected by such factors as changes in tax laws, regulations, or rates, changing interpretation of existing laws or regulations, the impact of accounting for equity-based compensation, the impact of accounting for business combinations, changes in our international

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organization, and changes in overall levels of income before tax. In addition, in the ordinary course of our global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable, we cannot ensure that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals.

We may have exposure to greater than anticipated tax liabilities and may be affected by changes in tax laws or interpretations, any of which could adversely impact our results of operations.

We are subject to income taxes in Canada and various jurisdictions outside of Canada. Our effective tax rate could fluctuate due to changes in the mix of earnings and losses in countries with differing statutory tax rates. Our tax expense could also be impacted by changes in non-deductible expenses, changes in excess tax benefits of equity-based compensation, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes, effects from acquisitions, and the evaluation of new information that results in a change to a tax position taken in a prior period.

Our tax position could also be impacted by changes in accounting principles, changes in Canadian federal, provincial or territorial tax laws, or other international tax laws applicable to corporate multinationals, other fundamental law changes currently being considered by many countries, including Canada and the United States, and changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions. Any of the foregoing changes could have an adverse impact on our results of operations, cash flows, and financial condition.

Our results of operations may be harmed if we are required to collect sales or other related taxes for our subscription services in jurisdictions where we have not historically done so.

We collect sales and value-added tax as part of our subscription agreements in a number of provinces. Sales and use, value-added, and similar tax laws and rates vary greatly by jurisdiction. One or more states or countries may seek to impose additional sales, use, or other tax collection obligations on us, including for past sales by us. A successful assertion by a province, state, country, or other jurisdiction that we should have been or should be collecting additional sales, use, or other taxes on our platform could, among other things, result in substantial tax liabilities for past sales, create significant administrative burdens for us, discourage customers from purchasing our platform, or otherwise harm our business, results of operations, and financial condition.

We may not be able to utilize a significant portion of our net operating loss, which could adversely affect our potential profitability.

We have net operating loss carryforwards, or NOLs, due to prior period losses. These NOLs, and NOLs of companies we may acquire, could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our potential profitability.

The nature of our business requires the application of complex revenue and expense recognition rules, and any significant changes in current rules could affect our financial statements and results of operations.

The accounting rules and regulations that we must comply with are complex and subject to interpretation by the Canada Accounting Standards Board, or the AcSB, the Canadian Securities Administrators, or the

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CSA, and various bodies formed to promulgate and interpret appropriate accounting principles. Recent actions and public comments from the AcSB and the CSA have focused on the integrity of financial reporting and internal controls over financial reporting. In addition, many companies’ accounting policies and practices are being subject to heightened scrutiny by regulators and the public. Further, the accounting rules and regulations are continually changing in ways that could materially impact our financial statements. We cannot predict the impact of future changes to accounting principles or our accounting policies on our financial statements going forward, which could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of the change. In addition, if we were to change our critical accounting estimates, including those related to the recognition of license revenue and other revenue sources, our results of operations could be significantly affected.

If our judgments or estimates relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in the price of Common Shares

The preparation of financial statements in conformity with International Financial Reporting Standards (“IFRS”) requires management to make judgments, estimates, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the results of which form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Shares. Significant judgments, estimates, and assumptions used in preparing our consolidated financial statements include, or may in the future include, those related to revenue recognition, equity-based compensation expense, sales commissions costs, long-lived assets, and accounting for income taxes including deferred tax assets and liabilities.

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the CSA and the rules and regulations of the listing standards of the TSX. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the CSA is recorded, processed, summarized, and reported within the time periods specified in CSA rules and forms and that information required to be disclosed in reports under applicable securities laws is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or

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cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the CSA. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which could have a negative effect on the trading price of our Common Shares. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the TSX.

Our Articles provide that any derivative actions, actions relating to breach of fiduciary duties and other actions asserting a claim relating to relationships among us, our affiliates and their respective shareholders, directors and/or officers are required to be litigated in Canada, which could limit your ability to obtain a favourable judicial forum for disputes with us.

We have included a forum selection provision in our Articles that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and appellate courts therefrom (or, failing such court, any other “court” as defined in the OBCA having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the OBCA or our by-laws; or (iv) any action or proceeding asserting a claim otherwise related to the relationships among us, our affiliates and their respective shareholders, directors and/or officers, but excluding claims related to our business or such affiliates. Our forum selection provision also provides that our security holders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of the foregoing provisions. Therefore, it may not be possible for our Shareholders to litigate any action relating to the foregoing matters outside of the Province of Ontario. Our forum selection provision seeks to reduce litigation costs and increase outcome predictability by requiring derivative actions and other matters relating to our affairs to be litigated in a single forum. While forum selection clauses in corporate charters and by-laws are becoming more commonplace for public companies in the U.S. and have been upheld by courts in certain states, they are untested in Canada. It is possible that the validity of our forum selection provision could be challenged and that a court could rule that such provision is inapplicable or unenforceable. If a court were to find our forum selection provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions and we may not obtain the benefits of limiting jurisdiction to the courts selected.

We incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, financial condition, and results of operations.

As a public company, we incur significant legal, accounting, and other expenses than we incurred as a private company. We are subject to the reporting requirements of the CSA and the rules and regulations of the TSX. These requirements have increased and will continue to increase our legal, accounting, and financial compliance costs and have made, and will continue to make, some activities more time-consuming and costly. These rules and regulations make it more expensive for us to obtain director and officer liability insurance on an ongoing basis, and we may in the future be required to accept reduced policy limits and coverage or incur substantially higher costs to maintain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers. As a result of the foregoing, we expect a substantial increase in legal, accounting,

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insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

Our results of operations could be adversely affected by natural disasters, public health crises, political crises, or other catastrophic events.

Our financial condition may be adversely affected by geopolitical events in regions where the Company operates or has offices.

War, terrorism, threats of terrorist acts and related geopolitical risks have led, and may in the future lead, to increased market volatility and may have adverse long-term effects on particular markets, the global economy and securities markets generally. In particular, Docebo has offices in the United Arab Emirates (UAE) and conducts business in other areas in the Middle East. Accordingly, political, economic and military conditions in and surrounding the UAE, and the Middle East generally, may directly affect our business. There can be no assurance that attacks will not reach, or come within close proximity of, our offices, which could result in a significant disruption to our business. In addition, there are significant ongoing hostilities in the Middle East, particularly in Syria and Iraq, which may impact the UAE, in the future. Any hostilities involving the UAE, a significant increase in terrorism or the interruption or curtailment of trade between the UAE and its present trading partners, or a significant downturn in the economic or financial condition of the UAE, could materially adversely affect our operations. Ongoing and revived hostilities or other UAE political or economic factors could have an adverse impact on our business, operating results and financial condition. Further, restrictive laws, policies or practices directed towards the UAE or UAE businesses could have an adverse impact on the expansion of our business.

Recent uprisings and armed conflicts in various countries in the Middle East are affecting the political stability of that region. This instability may lead to deterioration of the political and trade relationships that exist between the UAE and these countries. As a result, our business operations could be harmed.

Risks Related to Our Common Shares

The price of our Common Shares may be volatile and may decline regardless of our operating performance.

The price of our Common Shares has fluctuated in the past and we expect it to fluctuate in the future, and it may decline. The trading prices of technology companies’ securities have been, and we expect them to continue to be, highly volatile. The market price of our Common Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including, among others:

•

actual or anticipated fluctuations in our revenue and other results of operations, including as a result of the addition or loss of any number of customers;

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•

announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•

the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;

•

failure of securities analysts to initiate or maintain coverage of us, changes in ratings and financial estimates and the publication of other news by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•

changes in operating performance and stock market valuations of SaaS-based software or other technology companies, or those in our industry in particular;

•

the size of our public float;

•

price and volume fluctuations in the trading of our Common Shares and in the overall stock market, including as a result of trends in the economy as a whole;

•

new laws or regulations or new interpretations of existing laws or regulations applicable to our business or industry, including data privacy, data protection, and information security;

•

lawsuits threatened or filed against us for claims relating to intellectual property, employment issues, or otherwise;

•

changes in our board of directors or management;

•

short sales, hedging, and other derivative transactions involving our Common Shares;

•

sales of large blocks of our Common Shares including sales by our executive officers, directors, and significant Shareholders; and

•

other events or factors, including changes in general economic, industry, and market conditions, and trends, as well as any natural disasters, which may affect our operations.

In addition, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Share prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management, and harm our business.

Future sales of Common Shares by existing Shareholders could cause the price of our Common Shares to decline.

Sales of a substantial number of our Common Shares by our existing Shareholders in the public market could occur at any time following the expiry of the lock-up periods described under “Agreements with Retained Interest Holders – Lock-up Agreements”. If our Shareholders sell, or the market perceives that our Shareholders intend to sell, substantial amounts of our Common Shares in the public market upon expiry of these lock-up periods, the market price of our Common Shares could decline. The magnitude of this risk will be inversely proportional to the size of the public float.

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If securities or industry analysts do not publish research or reports about our business, or if they downgrade our Common Shares, the price of our Common Shares could decline.

Our issuance of additional Common Shares in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other Shareholders.

We expect to issue additional Common Shares in the future that will result in dilution to all other Shareholders. We expect to grant equity awards to employees, directors, and consultants under our equity incentive plans. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies, and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional Common Shares may cause Shareholders to experience significant dilution of their ownership interests and the per share value of our Common Shares to decline.

We may also raise capital through equity financings in the future. Any additional capital raised through the sale of equity may dilute existing Shareholders’ percentage ownership of our Common Shares and Shareholders could be asked in the future to approve the creation of new equity securities which could have rights, preferences and privileges superior to those of holders of our Common Shares. Capital raised through debt financing would require us to make periodic interest payments and may impose restrictive covenants on the conduct of our business. Furthermore, additional financings may not be available on terms favourable to us, or at all. A failure to obtain additional funding could prevent us from making expenditures that may be required to implement our growth strategy and grow or maintain our operations.

We generally do not currently intend to pay dividends for the foreseeable future.

We generally do not intend to pay dividends to the holders of our Common Shares for the foreseeable future. Our ability to pay dividends on our Common Shares is limited by our existing indebtedness, and may be further restricted by the terms of any future debt incurred or preferred securities issued by us or our subsidiaries or law. Payments of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, financial condition, and results of operations, current and anticipated cash needs, plans for expansion and any legal or contractual limitation on our ability to pay dividends. As a result, any capital appreciation in the price of our Common Shares may be your only source of gain on your investment in our Common Shares.

Shareholders have limited control over our Company’s operations.

Shareholders have limited control over changes in our policies and operations, which increases the uncertainty and risks of an investment in our Company. The Board determines major policies, including policies regarding financing, growth, debt capitalization and any future dividends to Shareholders. Generally, the Board may amend or revise these and other policies without a vote of the Shareholders. Shareholders only have a right to vote in the circumstances described under “Description of Share Capital – Common Shares”. The Board’s broad discretion in setting policies and the limited ability of Shareholders to exert control over those policies increases the uncertainty and risks of an investment in our Company.

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The Principal Shareholders beneficially own and control 73.53% of the voting power attached to our outstanding voting Common Shares and Intercap and Klass are entitled to certain director nomination rights under the Investor Rights Agreement. See “Agreements with Retained Interest Holders – Investor Rights Agreement”. The Principal Shareholders have significant influence with respect to all matters submitted to the Company’s Shareholders for approval, including without limitation the election and removal of directors, amendments to the constating documents of the Company and the approval of certain material transactions.

DIVIDENDS

The Company currently intends to retain any future earnings to fund the development and growth of its business and/or to pay down debt and does not currently anticipate paying dividends on the Common Shares. Any determination to pay dividends in the future will be at the direction of the Board and will depend on many factors, including, among others, the Company’s financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Board may deem relevant.

DESCRIPTION OF CAPITAL STRUCTURE

The following description of our share capital summarizes certain provisions contained in our Articles and by-laws. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our Articles and by-laws, which have been filed under the Company’s profile on SEDAR at www.sedar.com.

Common Shares

Rank

The Shares rank pari passu with respect to the payment of dividends, return of capital and distribution of assets in the event of our liquidation, dissolution or winding-up.

Dividend Rights

Shareholders are entitled to receive dividends on a pari passu basis out of our assets legally available for the payment of dividends at such times and in such amount and form as our Board may from time to time determine, subject to any preferential rights of the holders of any outstanding preferred shares.

Voting Rights

Shareholders are entitled to one vote in respect of each Common Share held at meetings of Shareholders.

Meetings of Shareholders

Shareholders are entitled to receive notice of any meeting of Shareholders and may attend and vote at such meetings. A quorum for the transaction of business at a meeting of Shareholders is present if Shareholders who, together, hold not less than 25% of the votes attaching to our outstanding Common Shares entitled to vote at the meeting are present in person or represented by proxy.

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Pre-Emptive Rights

Certain Shareholders are entitled to certain pre-emptive rights to subscribe for additional Common Shares as set forth in the Investor Rights Agreement. See “Agreements with Retained Interest Holders – Investor Rights Agreement –Pre-Emptive Rights”.

Liquidation Rights

Upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, the Shareholders, without preference or distinction, are entitled to receive rateably all of our assets remaining after payment of all debts and other liabilities, subject to any preferential rights of the holders of any outstanding preferred shares.

Preferred Shares

The authorized capital of the Company consists of (i) an unlimited number of Common Shares and (ii) an unlimited number of preferred shares, issuable in series. As at December 31, 2019, there are no preferred shares outstanding. Subject to the provisions of the OBCA and our Articles, our Board may, by resolution, from time to time before the issue thereof determine the maximum number of preferred shares of each series, create an identifying name for each series, attach special rights or restrictions to the preferred shares of each series including, without limitation, any right to receive dividends (which may be cumulative or non-cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, any terms or conditions of redemption or purchase, any conversion rights, any retraction rights, any rights on our liquidation, dissolution or winding-up and any sinking fund or other provisions, the whole to be subject to filing articles of amendment to create the series and to include the special rights or restrictions attached to the preferred shares of the series. Except as provided in any special rights or restrictions attaching to any series of preferred shares issued from time to time, the holders of preferred shares will not be entitled to receive notice of, attend or vote at any meeting of Shareholders.

Preferred shares of each series, if and when issued, will, with respect to the payment of dividends, rank pari passu with the preferred shares of every other series and be entitled to preference over the Common Shares and any other of our shares ranking junior to the preferred shares with respect to payment of dividends.

In the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders of preferred shares will be entitled to preference with respect to distribution of our property or assets over the Common Shares and any other of our shares ranking junior to the preferred shares with respect to the repayment of capital paid up on and the payment of unpaid dividends accrued on the preferred shares. We currently anticipate that there will be no pre-emptive, subscription, redemption or conversion rights attaching to any series of preferred shares issued from time to time.

MARKET FOR SECURITIES

Common Shares

Month, 2019

High (C$)

Low (C$)

Volume

October¹

16.25

11.29

3,633,171

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Month, 2019	High (C$)		Low (C$)		Volume
November		16.30		14.43		660,148
December		16.99		15.50		231,389

Note:

(1) Beginning on October 8, 2019.

AGREEMENTS WITH RETAINED INTEREST HOLDERS

Investor Rights Agreement

Intercap Equity Inc. and its subsidiaries (collectively, “Intercap”), Klass.com Subsidiary LLC, (“Klass”, and together with Intercap, the “Principal Shareholders”) collectively own in aggregate 20,922,300 Common Shares, which represents an approximate 73.53% ownership interest in the Company on a non-diluted basis.

The following is a summary of the material attributes and characteristics of the Investor Rights Agreement among the Company and the Principal Shareholders. This summary is qualified in its entirety by reference to all of the provisions of that agreement, which contains a complete statement of those attributes and characteristics. The Investor Rights Agreement is available under the Company’s profile on SEDAR at www.sedar.com.

Nomination Rights

The Investor Rights Agreement provides that Intercap shall be entitled to nominate directors commensurate with the ownership interests in the Company of the Principal Shareholders, as follows:

•

Intercap can nominate a majority of the directors so long as Principal Shareholders together hold more than 50% of the issued and outstanding Common Shares on a non-diluted basis;

•

Intercap can nominate 40% of the directors (rounding up to the nearest whole number) so long as Principal Shareholders together hold at least 40% of the issued and outstanding Common Shares on a non-diluted basis;

•

Intercap can nominate 30% of the directors (rounding up to the nearest whole number) so long as Principal Shareholders together hold at least 30% of the issued and outstanding Common Shares on a non-diluted basis;

•

Intercap can nominate 20% of the directors (rounding up to the nearest whole number) so long as Principal Shareholders together hold at least 20% of the issued and outstanding Common Shares on a non-diluted basis; and

•

Intercap can nominate one director so long as Principal Shareholders together hold at least 10% of the issued and outstanding Common Shares on a non-diluted basis.

Additionally, so long as Klass holds at least 10% of the issued and outstanding Common Shares on a non-diluted basis, then Daniel Klass, or another individual designated by Klass, shall be one of Intercap’s nominees to the Board. There is no voting agreement between Intercap and Klass.

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So long as Intercap has the right to nominate at least one director to the Board, Intercap shall be entitled to have one of their director nominees serve on a standing committee of the Board, other than the Audit Committee, provided that their director nominee is not one of the Company’s officers. Additionally, as long as Intercap can nominate at least one-third of the directors, Intercap shall be entitled to have one of their director nominees serve as Chair of the Board.

The current nominees under the Investor Rights Agreement are Jason Chapnik, James Merkur, William Anderson and Daniel Klass.

Registration Rights

The Investor Rights Agreement provides Intercap with the right (the “Demand Registration Right”), among others, to require the Company to use reasonable commercial efforts to file on one or more prospectuses with applicable Canadian securities regulatory authorities, all or a portion of the Common Shares held by Intercap for distribution to the public (a “Demand Distribution”), provided that the Company is not obliged to effect (i) more than two Demand Distributions in any 12-month period or (ii) any Demand Distribution where the value of the Common Shares offered under such demand registration is less than C$10 million. The Company may also distribute Common Shares in connection with a Demand Distribution provided that if the Demand Distribution involves an underwriting and the lead underwriter determines that the total number of Common Shares to be included in such Demand Distribution should be limited for certain prescribed reasons, the Common Shares to be included in the Demand Distribution will first be allocated to Intercap.

The Investor Rights Agreement also provides Intercap with the right (the “Piggy-Back Registration Right”) to require the Company to include its Common Shares in any future public offerings undertaken by the Company by way of prospectus that it may file with applicable Canadian securities regulatory authorities (a “Piggy-Back Distribution”). The Company will be required to use reasonable commercial efforts to cause to be included in the Piggy-Back Distribution all of the Common Shares that Intercap requests to be sold, provided that if the Piggy-Back Distribution involves an underwriting and the lead underwriter determines that the total number of Common Shares to be included in such Piggy-Back Distribution should be limited for certain prescribed reasons, the Common Shares to be included in the Piggy-Back Distribution will first be allocated to the Company.

As a result of the Lock-up Agreements (as defined herein) entered into by the Principal Shareholders, each of the Demand Registration Right and Piggy-Back Registration Right are not exercisable by Intercap during a period of at least 180 days after the Closing Date and provided that Intercap exercising such rights, together with its affiliates and joint actors, collectively own, in the aggregate, at least owns 10% of the issued and outstanding Common Shares at the time of exercise. The Demand Registration Right and Piggy-Back Registration Right are also subject to various conditions and limitations, and the Company is entitled to defer any Demand Distribution in certain circumstances for a period not exceeding 90 days. The expenses in respect of a Demand Distribution, subject to certain exceptions, will be borne by the Company and Intercap on a proportionate basis according to the number of Common Shares distributed by each. The expenses in respect of a Piggy-Back Distribution, subject to certain exceptions, will be borne by the Company, except that any underwriting fee on the sale of Common Shares by Intercap and the fees of their external legal counsel will be borne by Intercap.

Pursuant to the Investor Rights Agreement, the Company will indemnify Intercap for any misrepresentation in a prospectus under which Intercap’s Common Shares are distributed (other than in respect of any prospectus disclosure provided by Intercap, in respect Intercap). Intercap will indemnify the Company for any prospectus disclosure provided by the Intercap in respect of Intercap.

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Pre-Emptive Rights

In the event that the Company or any of its subsidiaries decides to issue Common Shares or any type of securities convertible into or exchangeable or redeemable for any shares or an option or other right to acquire such securities, each of Intercap and Klass, for so long as they continue to own at least 10% of the issued and outstanding Common Shares on a non-diluted basis, shall have pre-emptive rights to purchase Common Shares or such other securities as are being contemplated for issuance to maintain their pro rata ownership interest. Notice of exercise of such rights is to be provided in advance of the commencement of any offering of securities of the Company or such other securities as are being contemplated for issuance and otherwise in accordance with the terms and conditions to set out in the Investor Rights Agreement.

Pursuant to the Investor Rights Agreement, the pre-emptive rights do not apply to issuances in the following circumstances:

•

to participants in any distribution reinvestment plan or similar plan;

•

in respect of the exercise of options, warrants, rights or other securities issued under equity based compensation arrangements of the Company, which for clarity includes any employee share purchase plan adopted by the Company;

•

to holders of Common Shares in lieu of cash dividends;

•

exercise by a holder of a conversion, exchange or other similar right pursuant to the terms of a security in respect of which such Principal Shareholders did not exercise, failed to exercise, or waived its pre-emptive right or in respect of which the pre-emptive right did not apply;

•

pursuant to a shareholders’ rights plan of the Company;

•

to the Company or any subsidiary of the Company;

•

pursuant to a share split, stock dividend or any similar recapitalization; and

•

pursuant to any bona fide arm’s length acquisition by the Company of the shares, assets, properties or business of any person.

Lock-Up Agreements

In connection with the IPO, the Principal Shareholders along with Claudio Erba and other members of the Board and their affiliates as well as current and former officers and employees of the Company (collectively, the “Retained Interest Holders”) agreed that:

•

for a period of 18 months commencing on the Closing Date, in the case of the Retained Interest Holders and Docebo’s directors and executive officers except for in the case of Claudio Erba; and

•

in the case of Claudio Erba, for a period of 36 months commencing on the Closing Date,

the Company and the Retained Interest Holders will not, directly or indirectly, without the prior written consent of each of (a) the Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld, (b) the Board, and (c) in the case of Claudio Erba, Intercap, issue offer or sell or grant any option, warrant or other right to purchase or agree to issue or sell or otherwise lend, transfer,

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assign or dispose of any of Docebo’s equity securities or other securities convertible or exchangeable into or otherwise exercisable into the Company’s equity securities or enter into any swap or other arrangement that transfer to another, in whole or in part, any of the economic consequences of ownership of its equity securities, or agree or publicly announce any intention to do any of the foregoing, subject to certain limited exceptions (the “Lock-Up Agreements”).

Pursuant to the terms and conditions of the Lock-up Agreements, the Retained Interest Holders will have the right to sell, grant, secure, pledge or otherwise transfer, dispose of or monetize, in any manner contemplated above (i) up to one third of their Common Shares or other equity securities of the Company as of 180 days after the Closing Date, (ii) up to two thirds of their Common Shares or other equity securities of the Company as of 12 months after the Closing Date, and (iii) any and all of their Common Shares or other equity securities of the Company as of 18 months after the Closing Date, except for in the case of Claudio Erba, who will have 10% of his Common Shares subject to the foregoing arrangements, with the remaining 90% of his Common Shares subject to a 36 month hold period.

Additional information on the Lock-Up Agreements summarized above can be found in the Underwriting Agreement and Docebo’s prospectus, both dated October 1, 2019 and filed on SEDAR at www.sedar.com.

SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER

The Company does not have any Common Shares or other securities that are held in escrow.

The following table sets out information on the securities of the Company that are subject to a contractual restriction on transfer:


Description of Class Shares	Number of Securities Subject to a Contractual Restriction on Transfer			Percentage of Class
Common Shares		23,766,700	⁽¹⁾		83.53	%⁽²⁾

Notes:

(1)	Represents Common Shares held by the Principal Shareholders, Claudio Erba and other members of the Board and their affiliates as well as current and former officers and employees of the Company, subject to the Lock-up Agreements.

(2)	This percentage is calculated based on the number of outstanding Common Shares as at December 31, 2019.

See “Agreements with Retained Interest Holders – Lock-Up Agreements” for additional information.

DIRECTORS AND EXECUTIVE OFFICERS

Pursuant to the Articles of the Company, the Company’s board of directors shall consist of a minimum of three and a maximum of ten directors. The directors of the Company shall hold office until the next annual meeting of Shareholders or until their resignation or removal or until their respective successors have been duly elected or appointed.

Name, Occupation and Security Holdings

The following table sets out certain information with respect to the directors and executive officers of the Company as at the date of this Annual Information Form:

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Name & Municipality of Residence	Position with the Company	Principal Occupation
Claudio Erba Macherio, Lombardy, Italy	Director, President and Chief Executive Officer	President and Chief Executive Officer, Docebo Inc.

Ian Kidson Toronto, Ontario, Canada	Chief Financial Officer	Chief Financial Officer, Docebo Inc.

Alessio Artuffo Toronto, Ontario, Canada	Chief Revenue Officer	Chief Revenue Officer, Docebo Inc.

Martino Bagini Milan, Lombardy, Italy	Chief Operating Officer	Chief Operating Officer, Docebo Inc.

Fabio Pirovano Sovico, Lombardy, Italy	Chief Technology Officer	Chief Technology Officer, Docebo Inc.

Jason Chapnik Toronto, Ontario, Canada	Director (Chair)	Chairman and Chief Executive Officer, Intercap Inc.

James Merkur Toronto, Ontario, Canada	Director	President, Intercap Inc.

Daniel Klass Toronto, Ontario, Canada	Director	President, Klass Capital Corporation

Kristin Halpin Perry Jericho, Vermont, USA	Director	Human Resources Leader and Executive Coach, Veraz Consulting

Steven E. Spooner Kanata, Ontario, Canada	Director	Corporate Director

William Anderson Toronto, Ontario, Canada	Director	Chief Executive Officer, Resolver Inc.

As at the date hereof, as a group, the directors and executive officers of the Company owned, controlled or directed, directly or indirectly, 22,701,550 Common Shares, representing approximately 79.8% of the issued and outstanding Common Shares, as of December 31, 2019.

The following are brief biographies of the directors and executive officers of the Company:

Jason Chapnik has been on the Board of Directors since April 2016. He is the Chair of the Board and serves as a member of the Company’s Compensation, Nominating and Governance Committee. He is the founder, Chief Executive Officer and Chair of Intercap Inc. and has over 30 years of experience as an investor and entrepreneur. He is also on the board of Resolver Inc., a provider of governance, risk and compliance software solutions, Guestlogix Inc., a technology company that provides onboard and off-board retail technology and merchandising systems (where he was appointed following its emergence from bankruptcy protection), StickerYou Inc., a platform for custom sticker creation, Brand Lab Partners, a company that develops, launches and runs product brands in partnership with high-profile digital influencers, ESquared, Inc., providing web solutions and online car auctions for automotive dealers and Kaboom Fireworks Inc., a Canadian fireworks superstore operating over 75 storefronts and a web-based store. He is also a board observer for the board of Plex Inc., a personal media server system and software suite. Previously, Mr. Chapnik served on several boards, including TouchTech Corporation (acquired by Move Inc.), The TV Corporation (acquired by Verisign Inc.), Dealer Dot Com, Inc. (“Dealer.com”), a digital marketing technology company, and then Dealertrack Inc. (“Dealertrack”), following its acquisition of Dealer.com. Mr. Chapnik holds a Bachelor of Commerce degree in Management Information Systems, Entrepreneurship and Real Estate Analysis from McGill University in Montreal, Quebec.

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James Merkur has been on the Board of Docebo since July 2019. He has over 20 years of experience in the investment banking and private equity industry. He is the President at Intercap and the President and Chief Executive Officer at Logan Peak Capital Inc., a private equity and advisory business focused on investing in and advising growth oriented businesses. Mr. Merkur also currently sits on the board of Canaccord Genuity Growth II Corp., a special purpose acquisition corporation, CryptoStar Corp., a publicly listed cryptocurrency mining and data centre operator, and Guestlogix Inc. (where he was appointed following its emergence from bankruptcy protection). He is also the Vice Chairman of Brass Enterprises, a real estate investment company. Prior to these roles, Mr. Merkur was Managing Director at Canaccord and has held senior roles at leading investment banks including Genuity Capital Markets, CIBC World Markets and Goldman Sachs. Mr. Merkur’s past board positions include NYX Gaming Group Ltd. (acquired by Scientific Games Corporation), a leading digital gaming provider and Canaccord Genuity Acquisition Corp. and Canaccord Genuity Growth Corp., both special purpose acquisition corporations. Mr. Merkur holds a Bachelor of Commerce degree from McGill University in Montreal, Quebec and a Juris Doctor and Master of Business Administration from the University of Toronto.

Daniel Klass has been on the Board of Docebo since April 2016 and serves as a member of the Company’s Audit Committee. He is the founder and President of Klass Capital Corporation (“Klass Capital”), a private equity firm focused on acquiring and providing growth equity to mission-critical SaaS businesses. Mr. Klass also serves on the board of four private SaaS companies. He is currently the chair of the board of Resolver Inc., an integrated risk management software company. He is also on the boards of Nulogy Corporation, a SaaS company that develops, supports and sells software products in the field of supply chain management, contract packaging and contract manufacturing, Method Integration Inc., a SaaS company that provides a customizable customer relationship management solution that integrates with Quickbooks, an accounting software package, and Optimy SA, a SaaS company that helps organizations manage their grant, sponsorship and community investment activities. Mr. Klass is also on the board of Good Foot Delivery, a social enterprise providing a personalized point-to-point courier service that creates employment opportunities for people with disabilities. Prior to founding Klass Capital, Mr. Klass worked as a private equity investor at TD Bank and Edgestone Capital Partners. Mr. Klass holds a Bachelor of Science in mathematics and statistics from Western University in London, Ontario and a Master of Business Administration with a specialty in finance and accounting from the University of Toronto Rotman School of Management.

Kristin Halpin Perry has been a Board member of Docebo since October 2018 and serves as the Chair of the Company’s Compensation, Nominating and Governance Committee. She has over 25 years of experience as a human resources executive in a variety of different global business sectors, having worked in both large public companies and private high-growth technology companies. Ms. Halpin Perry is the founder and Human Resources Leader and Executive Coach of Veraz Consulting (“Veraz”), a human resources consulting firm. She is also currently the Chief People Officer of DealerPolicy Inc. and is on the board of Fluency Inc., an enterprise automation platform for advertising. Prior to founding Veraz and becoming a board member of Docebo, Ms. Halpin Perry was the Chief Talent Officer at Dealer.com, a digital marketing technology company. Dealer.com was acquired by Dealertrack, where Ms. Halpin Perry was Senior Vice President of Human Resources and Internal Communications until Dealertrack was acquired by Cox Automotive Inc., where she then became Senior Vice President of Human Resources (Software Group) from 2015 to 2016. Prior to these roles, she was Senior Director, Human Resources at Development Alternatives, Inc., an international social and economic development company from 2009 to 2010. Between 2006 and 2008, Ms. Halpin Perry was Senior Human Resources Manager of GE Healthcare, a leading provider of medical imaging, monitoring, biomanufacturing and cell and gene therapy technologies and during this time she spent one year working in London, United Kingdom at IDX Systems Corporation, a medical software company that was acquired by GE Healthcare in 2005. She was also the Head of Human Resources in Hong Kong, at Expedia APAC, a leading technology online travel agency.

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Ms. Halpin Perry holds an International Coach Federation License, an Associate of Arts degree in Business Administration from Champlain College in Vermont, a Bachelor of Science degree in Business Administration from Saint Michael’s College in Vermont and an Executive and Transitional Coaching Certification from the Hudson Institute of Coaching.

Steven Spooner has been on the Board of Docebo since July 2019 and serves as the Chair of the Company’s Audit Committee and as a member of the Company’s Compensation, Nominating and Governance Committee. He has over 34 years of experience in the technology and telecommunications sector. In 2019, Mr. Spooner retired from his role as the Chief Financial Officer (held since 2003) at Mitel Networks Corporation (“Mitel”), a $1.3 billion global telecommunications company providing unified communications solutions for businesses. As Mitel’s Chief Financial Officer, he had global responsibility for finance, operations, legal, information technology, mergers and acquisitions and investor relations. Mitel was a publicly listed issuer on the TSX and NASDAQ stock exchanges until it was acquired by Searchlight Capital Partners, L.P. in 2018. He currently serves as a director of Jamieson Wellness Inc., a TSX-listed leading branded manufacturer, distributor and marketer of high quality natural health products in Canada and is a member of the Carleton University Sprott School of Business Advisory Board. Previously, Mr. Spooner was the Chief Operating Officer at Wysdom Inc., a privately held mobile software company, Chief Executive Officer and board member at Stream Intelligent Networks Corp., a private telecommunications company and Chief Financial Officer at CrossKeys Systems Corp., a network management software company formerly listed on the TSX and NASDAQ. From 2009 to 2015, Mr. Spooner served as a director and Audit Committee Chair of Magor Corporation, a visual collaboration software company that was publicly listed on the TSX Venture Exchange prior to its acquisition by Harris Computer Systems Corporation. Mr. Spooner was also a director and Finance and Audit Committee Chair of the Ottawa Hospital Foundation from 2007 to 2016. He has also sat on several strategic advisory boards for emerging tech companies. Steven has more than 35 years of U.S. GAAP reporting expertise and 8 years of IFRS reporting oversight. He has also led two cross-border initial public offerings, overseen numerous mergers and acquisitions and raised several billion dollars in debt and equity financings. Mr. Spooner holds an Honours Bachelor of Commerce from Carleton University in Ottawa, Ontario. He is also a Fellow Chartered Professional Accountant, a Fellow Chartered Accountant and holds a Director designation from the Institute of Corporate Directors. Mr. Spooner was also recognized in October 2018 as the inaugural Chief Financial Officer of the Year by the Ottawa Board of Trade and Ottawa Business Journal.

William Anderson has been on the Board since May 2017 and serves as a member of the Company’s Audit Committee. He has over 10 years of experience leading software businesses. Mr. Anderson is currently the Chief Executive Officer at Resolver Inc., a provider of governance, risk and compliance software solutions. Previously, from 2010 to 2014, Mr. Anderson was Executive Vice President at Iron Data Solutions Inc., a leader in case management and regulatory software solutions. From 2003 to 2010, Mr. Anderson was an employee and then executive at Gary Jonas Computing Ltd. (“Jonas Software”), a division of Constellation Software, a leading software business publicly listed on the TSX (“CSU.TO”). During his tenure at Jonas Software, Mr. Anderson progressed through several roles in Canada and the United Kingdom before becoming Division President for Jonas Construction Management Software Solutions in 2009. Mr. Anderson holds a Bachelor of Commerce degree in Finance from Queen’s University in Kingston, Ontario.

Claudio Erba has been the President and Chief Executive Officer and board member of Docebo he found it in 2005. He has over 15 years of experience in the learning and development industry. Since January 2018, he has also been the President of Algoritmica s.r.l (formerly known as Deeploans s.r.l), a natural language processing AI platform. From 2013 to 2014, he was also an investor and board member of RYSTO srl, a catering and hospitality job search site. Prior to this, Mr. Erba was a guest lecturer on Content Management Systems at the University of Florence. Prior to that, he was a Project Leader at MHP, a multimedia home platform. Mr. Erba holds a degree in Economics and Marketing from the Catholic University of the Sacred Heart in Milan, Italy.

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Ian Kidson has been the Chief Financial Officer at Docebo since January 2019. Previously, Mr. Kidson was Chief Financial Officer and Chief Executive Officer at Apollo Health Corp. (“Apollo”) (previously Acasta Enterprises Inc.), a publicly listed company on the TSX. Prior to his role with Apollo, Mr. Kidson was Executive Vice President and Chief Financial Officer of Progressive Waste Solutions Ltd., a full-service publicly traded waste management company which merged with Waste Connections Inc. in 2016. Previous to these roles, Mr. Kidson was a Managing Director at CIBC Wood Gundy from 1984 to 2000 and then at TD Capital Mezzanine Partners from 2000 to 2011. Mr. Kidson holds a Bachelor of Science and Master of Business Administration in Accounting and Finance, both from McMaster University in Hamilton, Ontario.

Alessio Artuffo has served as the Chief Revenue Officer at Docebo since 2012 and has several years of experience in the e-learning and knowledge management industry. Prior to this role, he was Docebo’s Director, International Business Operations from 2012 to 2013 and later, the Company’s Chief Operating Officer in North America. Beginning in 2013, Alessio played an integral role in establishing the operations of Docebo in North America and has led Docbeo’s sales and revenue efforts to date. From 2009 to 2012, Mr. Artuffo was Country Manager for North America at eXact Learning Solutions S.r.l., (“eXact”) a software enterprise technology company providing software solutions for knowledge and learning content management. From 2007 to 2009, Mr. Artuffo was a Project Manager and later promoted to a Sales Engineer Manager at Giunti Labs, before it rebranded to eXact. Mr. Artuffo is also on the board of advisors to Athensmade, Inc., a non-profit organization based in Athens, Georgia that exists to educate, support and promote homegrown brands, entrepreneurs and creative professionals.

Martino Bagini has over 15 years of experience as an investor and entrepreneur and has been the Chief Operating Officer at Docebo since 2018. Mr. Bagini currently serves on the board of Astella Investments, Ltda., a venture capital firm in Brazil. From 2010 to 2015, he served on the board of the Latin American company NVG Participações S/A (Navegg), a leader in big data, data management platform and analytics solutions. Prior to this, he was Managing Director (Brazil) and then promoted to Chief Operating Officer at RealMedia Latin America Ltda., an internet marketing technology and media company. From January 2009 to December 2010, Mr. Bagini served as a member of the board of the Brazilian National Self-Regulatory Advertising Body (CONAR) and prior to that, served as Vice President of the IAB- Interactive Advertising Bureau (Brazil) from January 2008 to December 2008. Mr. Bagini holds a Bachelor of Business Administration from Universidade Paulista in Sao Paulo, Brazil.

Fabio Pirovano has been Docebo’s Chief Technology Officer since 2012. He has over 15 years of experience in e-learning software development. Mr. Pirovano has been with Docebo, in various roles, since 2005. Prior to his role as Chief Technology Officer, he worked with Mr. Erba to develop Docebo’s e-learning platform before being promoted to Team Leader of the Docebo LMS team. Mr. Pirovano holds a Bachelor of Science degree in computer science from Politecnico di Milano in Milan, Italy and an Information Technology degree in computer science from Breda University in Sesto San Giovanni, Italy.

Audit Committee Information

The Audit Committee is a committee of the Board. Pursuant to applicable laws, the Company is required to have an audit committee comprised of not less than three Directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. National Instrument 52-110 - Audit Committees (“NI 52-110”) requires the Company to disclose annually in its annual information form certain information concerning the constitution of its audit committee and its relationship with its independent auditor. The members of the Audit Committee and the chair of the Audit Committee are appointed by the Board on an annual basis (or until their successors are duly appointed) for the purpose of

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overseeing the Company’s financial controls and reporting and monitoring whether the Company complies with financial covenants and legal regulatory requirements governing financial disclosure matters and financial risk management.

Composition

As at the date of this Annual Information Form, the Audit Committee is comprised of:


Name	Independent?⁽¹⁾	Financially Literate?⁽²⁾
Steven Spooner (Chair)	Yes	Yes
William Anderson	Yes	Yes
Daniel Klass	Yes	Yes

Notes:

(1)	Pursuant to NI 52-110, a member of an audit committee is Independent if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment.

(2)

An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Relevant Education and Experience

Each member of the Company’s Audit Committee has adequate education and experience that will be relevant to his or her performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

•

an understanding of the accounting principles used by the Company to prepare its financial statements;

•

the ability to assess the general application of the above noted principles in connection with estimates, accruals and reserves;

•

experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and

•

an understanding of internal controls and procedures for financial reporting.

See “Directors and Executive Officers” for further details.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Sections 2.4 (De Minimis Non-audit Services), 3.2 (Initial Public Offerings), 3.3(2) (Controlled Companies), 3.4 (Events Outside Control of Members), 3.5 (Death, Disability or Resignation of Audit Committee Member), 3.6 (Temporary Exemption for Limited and Exceptional Circumstances), 3.8 (Acquisition of Financial Literacy) of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 thereof.

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Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year has the Audit Committee made a recommendation to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee, as part of its function in assisting the Board in fulfilling its oversight responsibilities (and without limiting the generality of the Audit Committee’s role), has the power and authority to pre-approve all non-audit services to be provided by the external auditor, or delegate such pre-approval of non-audit services to the Chair of the Audit Committee; provided that the Chair must notify the Audit Committee at each Committee meeting of the non-audit services they approved since the last Audit Committee meeting.

External Auditor Service Fees

The Company’s auditor for the most recently completed financial year was Pricewaterhouse Coopers LLP.

The fees billed to the Company by its auditor for each of the fiscal years ended December 31, 2018 and December 31, 2019 are as follows:


Year	Audit Fees⁽¹⁾		Audit-Related Fees⁽²⁾		Tax Fees⁽³⁾		All Other Fees⁽⁴⁾
2019	$	658,680	$	90,000	$	193,941	$	498,500
2018	$	254,000		—	$	90,000		—

Notes:

(1)	The aggregate of fees billed for annual audit services relating to the audit of the Company.

(2)	The aggregate of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements which are not included under the heading “Audit Fees”.

(3)	The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning, including the preparation of corporate tax returns and tax advisory services related to U.S. and Canadian federal, state and provincial tax matters.

(4)	The aggregate fees incurred for products and services other than set out under the headings, “Audit Fees” “Audit-Related Fees” and “Tax Fees”, including one-time fees in connection with the IPO and transaction costs.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, none of the directors or executive officers of the Company is, or has been within 10 years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any other company (including the Company) that:

(a)

was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(b)

was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

where “order” refers to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 days.

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To the knowledge of the Company, other than as set out below, none of the directors or executive officers of the Company, or a Shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a)

is, as at the date of this Annual Information Form, or has been within the 10 years before the date of this Annual Information Form, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b)

within the 10 years before the date of this Annual Information Form, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Jason Chapnik was a director of Viafoura Inc. (“Viafoura”), a private company, until November 19, 2019. On December 1, 2019, Viafoura filed a notice of intention with the Official Receiver to make a proposal under the Bankruptcy and Insolvency Act (Canada). As of the date of this Annual Information Form, pursuant to an order of the Ontario Superior Court of Justice (Commercial List) in Bankruptcy and Insolvency dated February 10, 2020, Viafoura has until March 30, 2020 to file a proposal with the Official Receiver.

To the knowledge of the Company, none of the directors or executive officers of the Company or Shareholders holding a sufficient number of Common Shares to affect materially the control of the Company has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Conflicts of Interest

To the knowledge of Docebo, there are no existing or potentially material conflicts of interest between Docebo or a subsidiary of Docebo and any director or officer of Docebo or of a subsidiary of Docebo, other than as described elsewhere in this Annual Information Form.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

In the course of its business, the Company from time to time becomes involved in various claims and legal proceedings. Litigation is subject to many uncertainties and the outcome of individual matters is not predictable. As of the date of this Annual Information Form, the Company is not aware of any current or contemplated legal proceedings to which it is a party or to which any of its property is subject which involves any material liability.

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To the knowledge of the Company, there are no material interests, direct or indirect, of any of the Company’s directors or executive officers, any shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of the Company’s outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date hereof that has materially affected or is reasonably expected to materially affect the Company or any of its subsidiaries.

TRANSFER AGENT AND REGISTRAR

The Company’s transfer agent and registrar is TMX Trust Company located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1.

MATERIAL CONTRACTS

The following are the only material agreements of the Company entered into within the last financial year or still in effect, other than contracts entered into in the ordinary course of business:

•

Investor Rights Agreement, as described under “Agreements with Retained Interest Holders – Investor Rights Agreement”; and

•

Underwriting Agreement in connection with the IPO, as described in Docebo’s prospectus dated October 1, 2019.

Copies of the foregoing documents are available under the Company’s profile on SEDAR at www.sedar.com.

EXPERTS

Pricewaterhouse Coopers LLP has prepared an audit report on the audited consolidated financial statements of the Company as at December 31, 2019 and for the year then ended. Pricewaterhouse Coopers LLP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

ADDITIONAL INFORMATION

Additional information relating to the Company may be found at SEDAR, which can be accessed at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, if applicable, will be contained in the Company’s information circular for its upcoming annual meeting of Shareholders. Additional financial information is provided in the Company’s financial statements and management’s discussion and analysis for the financial year ending December 31, 2019.

GLOSSARY OF TERMS

“AI” has the meaning ascribed to it under “Description of the Business – Competitive Conditions”;

“Articles” has the meaning ascribed to it under “Capital Structure – Intercorporate Relationships”;

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“AWS” has the meaning ascribed to it under “Risk Factors – Risks Related to Our Business and Our Industry”;

“Board” means the board of directors of the Company;

“CASL” has the meaning ascribed to it under “Risk Factors – Risks Related to Our Business and Our Industry”;

“Closing Date” means October 8, 2019;

“Commitment” has the meaning ascribed to it under “General Development of the Business – Indebtedness”;

“Common Shares” refers to common shares in the capital of the Company;

“Credit Agreement” means the credit agreement dated July 25, 2019 between the Company and The Toronto-Dominion Bank;

“Credit Facility” means The Toronto-Dominion Bank, as lender, providing for a committed revolving term credit facility;

“Demand Distribution” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Investor Rights Agreement – Registration Rights”;

“Demand Registration Right” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Investor Rights Agreement – Registration Rights”;

“GDPR” has the meaning ascribed to it under “Risk Factors – Risks Related to Our Business and Our Industry”;

“IFRS” has the meaning ascribed to it under “Risk Factors – Risks Related to Our Business and Our Industry”;

“Intercap” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Investor Rights Agreement”;

“Investor Rights Agreement” means the investor rights agreement among the Company and certain Shareholders thereof dated October 8, 2019, as more particularly described under “Agreements with Retained Interest Holders – Investor Rights Agreement”;

“IPO” means the Company’s initial public offering which was completed on October 8, 2019, as more particularly described under “General Development of the Business”;

“Klass” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Investor Rights Agreement”;

“Lead Underwriters” means together, Canaccord Genuity Corp. and TD Securities Inc.;

“Legacy Option Plan” means the option plan established by Docebo in August 2016, subsequently amended in September 2016 and amended again in connection with the IPO;

“LMS” has the meaning ascribed to it under “Description of the Business – Mission and Overview”;

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“Lock-up Agreements” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Lock-Up Agreements”;

“OBCA” has the meaning ascribed to it under “Corporate Structure – Name, Address and Incorporation”;

“OEMs” has the meaning ascribed to it under “Description of the Business – Mission and Overview”;

“Piggy-Back Distribution” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Investor Rights Agreement – Registration Rights”;

“Piggy-Back Registration Right” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Investor Rights Agreement – Registration Rights”;

“Preferred Shares” means preferred shares of the Company;

“Principal Shareholders” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Investor Rights Agreement”;

“Reciprocal Licenses” has the meaning ascribed to it under “Risk Factors – Risks Related to Our Business and Our Industry”;

“Retained Interest Holders” has the meaning ascribed to it under “Agreements with Retained Interest Holders – Lock-Up Agreements”;

“Shareholders” means the holders of Common Shares of the Company;

“TSX” means the Toronto Stock Exchange;

“Underwriters” means collectively, Canaccord Genuity Corp., TD Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., CIBC World Markets Inc. and National Bank Financial Inc.; and

“Underwriting Agreement” means the underwriting agreement dated October 1, 2019 among the Company and the Underwriters.

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APPENDIX A

LOGO

DOCEBO INC.

(THE “COMPANY”)

CHARTER OF THE AUDIT COMMITTEE

This Charter of the Audit Committee (the “Charter”) was adopted by the board of directors of the Company on September 30, 2019.

1.	Purpose

The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of the Company. The members of the Committee and the chair of the Committee (the “Chair”) are appointed by the Board on an annual basis (or until their successors are duly appointed) for the purpose of overseeing the Company’s financial controls and reporting and monitoring whether the Company complies with financial covenants and legal and regulatory requirements governing financial disclosure matters and financial risk management.

2.	Composition

(1)

The Committee should be comprised of a minimum of three directors and a maximum of five directors.

(2)

The Committee must be constituted as required under National Instrument 52-110 – Audit Committees, as it may be amended or replaced from time to time (“NI 52-110”).

(3)

All members of the Committee must (except to the extent permitted by NI 52-110) be independent (as defined by NI 52-110), and free from any relationship that, in the view of the Board, could be reasonably expected to interfere with the exercise of his or her independent judgment as a member of the Committee.

(4)

No members of the Committee shall receive, other than for service on the Board or the Committee or other committees of the Board, any consulting, advisory, or other compensatory fee from the Company or any of its related parties or subsidiaries.

(5)

All members of the Committee must (except to the extent permitted by NI 52-110) be financially literate (which is defined as the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements).

(6)

Any member of the Committee may be removed or replaced at any time by the Board and shall cease to be a member of the Committee on ceasing to be a director. The Board may fill vacancies on the Committee by election from among the Board. If and whenever a vacancy shall exist on the Committee, the remaining members may exercise all powers of the Committee so long as a quorum remains.

3.	Limitations on Committee’s Duties

In contributing to the Committee’s discharge of its duties under this Charter, each member of the Committee shall be obliged only to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this Charter is intended or may be construed as imposing on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which any member of the Board may be otherwise subject.

Members of the Committee are entitled to rely, absent actual knowledge to the contrary, on (i) the integrity of the persons and organizations from whom they receive information, (ii) the accuracy and completeness of the information provided, (iii) representations made by management of the Company as to the non-audit services provided to the Company by the external auditor, (iv) financial statements of the Company represented to them by a member of management or in a written report of the external auditors to present fairly the financial position of the Company in accordance with applicable generally accepted accounting principles, and (v) any report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by any such person.

4.	Meetings

The Committee should meet not less than four times annually. The Committee should meet within 45 days following the end of the first three financial quarters of the Company and shall meet within 90 days following the end of the fiscal year of the Company. A quorum for the transaction of business at any meeting of the Committee shall be a majority of the members of the Committee or such greater number as the Committee shall by resolution determine. The Committee shall keep minutes of each meeting of the Committee. A copy of the minutes shall be provided to each member of the Committee.

Meetings of the Committee shall be held from time to time and at such place as any member of the Committee shall determine upon two days’ prior notice to each of the other Committee members. The members of the Committee may waive the requirement for notice. In addition, each of the Chief Executive Officer, the Chief Financial Officer and the external auditor shall be entitled to request that the Chair call a meeting.

The Committee may ask members of management and employees of the Company (including, for greater certainty, its affiliates and subsidiaries) or others (including the external auditor) to attend meetings and provide such information as the Committee requests. Members of the Committee shall have full access to information of the Company (including, for greater certainty, its affiliates, subsidiaries and their respective operations) and shall be permitted to discuss such information and any other matters relating to the results of operations and financial position of the Company with management, employees, the external auditor and others as they consider appropriate.

The Committee or its Chair should meet at least once per year with management and the external auditor in separate sessions to discuss any matters that the Committee or either of these groups desires to discuss privately. In addition, the Committee or its Chair should meet with management quarterly in connection with the review and approval of the Company’s interim financial statements.

The Committee shall determine any desired agenda items.

5.	Committee Activities

As part of its function in assisting the Board in fulfilling its oversight responsibilities (and without limiting the generality of the Committee’s role), the Committee will have the power and authority to:

- A2 -

A.	Disclosure

(1)

Review, approve and recommend for Board approval the Company’s interim financial statements, including any certification, report, opinion or review rendered by the external auditor and the related management’s discussion and analysis and press release.

(2)

Review, approve and recommend for Board approval the Company’s annual financial statements, including any certification, report, opinion or review rendered by the external auditor, the annual information form, and the related management’s discussion and analysis and press release.

(3)

Review and approve any other press releases that contain material financial information and such other financial information of the Company provided to the public or any governmental body as the Committee requires.

(4)

Satisfy itself that adequate procedures have been put in place by management for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and the related management’s discussion and analysis.

(5)

Review any litigation, claim or other contingency and any regulatory or accounting initiatives that could have a material effect upon the financial position or operating results of the Company and the appropriateness of the disclosure thereof in the documents reviewed by the Committee.

(6)

Receive periodically management reports assessing the adequacy and effectiveness of the Company’s disclosure controls and procedures.

(7)

Review and approve the mandate of the Company’s disclosure committee.

(8)

Review the Company’s disclosure committee’s quarterly reports to the Committee pertaining to the disclosure committee’s activities for the previous quarter.

B.	Internal Control

(1)

Review management’s process to identify and manage the significant risks associated with the activities of the Company.

(2)

Review the effectiveness of the internal control systems for monitoring compliance with laws and regulations.

(3)

Have the authority to communicate directly with the internal auditor, if applicable.

(4)

Receive periodical management reports assessing the adequacy and effectiveness of the Company’s internal control systems.

(5)

Assess the overall effectiveness of the internal control and risk management frameworks through discussions with management and the external auditors and assess whether recommendations made by the external auditors have been implemented by management.

C.	Relationship with the External Auditor

(1)

Recommend to the Board the selection of the external auditor and the fees and other compensation to be paid to the external auditor.

- A3 -

(2)

Have the authority to communicate directly with the external auditor and arrange for the external auditor to be available to the Committee and the Board as needed.

(3)

Advise the external auditor that it is required to report to the Committee, and not to management.

(4)

Monitor the relationship between management and the external auditor, including reviewing any management letters or other reports of the external auditor, discussing any material differences of opinion between management and the external auditor and resolving disagreements between the external auditor and management.

(5)

Review and discuss with the external auditor all critical accounting policies and practices to be used in the Company’s financial statements, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the external auditor.

(6)

Review any major issues regarding accounting principles and financial statement presentation with the external auditor and management, including any significant changes in the Company’s selection or application of accounting principles and any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements.

(7)

If considered appropriate, establish separate systems of reporting to the Committee by each of management and the external auditor.

(8)

Review and discuss on an annual basis with the external auditor all significant relationships they have with the Company, management or employees that might interfere with the independence of the external auditor.

(9)

Pre-approve all non-audit services to be provided by the external auditor, or delegate such pre-approval of non-audit services to the Chair of the Committee; provided that the Chair shall notify the Committee at each Committee meeting of the non-audit services they approved since the last Committee meeting.

(10)

Review the performance of the external auditor and recommend any discharge of the external auditor when the Committee determines that circumstances warrant.

(11)

Periodically consult with the external auditor out of the presence of management about (a) any significant risks or exposures facing the Company, (b) internal controls and other steps that management has taken to control such risks, and (c) the fullness and accuracy of the financial statements of the Company, including the adequacy of internal controls to expose any payments, transactions or procedures that might be deemed illegal or otherwise improper.

(12)

Review and approve any proposed hiring of current or former partners or employees of the current (and any former) external auditor of the Company.

D.	Audit Process

(1)

Review the scope, plan and results of the external auditor’s audit and reviews, including the auditor’s engagement letter, the post-audit management letter, if any, and the form of

- A4 -

the audit report. The Committee may authorize the external auditor to perform supplemental reviews, audits or other work as deemed desirable.

(2)

Following completion of the annual audit and quarterly reviews, review separately with each of management and the external auditor any significant changes to planned procedures, any difficulties encountered during the course of the audit and, if applicable, reviews, including any restrictions on the scope of work or access to required information and the cooperation that the external auditor received during the course of the audit and, if applicable, reviews.

(3)

Review any significant disagreements among management and the external auditor in connection with the preparation of the financial statements.

(4)

Where there are significant unsettled issues between management and the external auditor that do not affect the audited financial statements, the Committee shall seek to ensure that there is an agreed course of action leading to the resolution of such matters.

(5)

Review with the external auditor and management significant findings and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented.

(6)

Review the system in place to seek to ensure that the financial statements, management’s discussion and analysis and other financial information disseminated to regulatory authorities and the public satisfy applicable requirements.

E.	Financial Reporting Processes

(1)

Review the integrity of the Company’s financial reporting processes, both internal and external, in consultation with the external auditor.

(2)

Monitor and review the effectiveness of the Company’s internal audit function, including ensuring that any internal auditors have adequate monetary and other resources to complete their work and appropriate standing within the Company and, if the Company has no internal auditors, consider, on an annual basis, whether the Company requires internal auditors, report to the Board on the internal auditors’ performance and make related recommendations to the Board.

(3)

Review all material balance sheet issues, material contingent obligations and material related party transactions.

(4)

Review with management and the external auditor the Company’s accounting policies and any changes that are proposed to be made thereto, including all critical accounting policies and practices used, any alternative treatments of financial information that have been discussed with management, the ramification of their use and the external auditor’s preferred treatment and any other material communications with management with respect thereto. Review the disclosure and impact of contingencies and the reasonableness of the provisions, reserves and estimates that may have a material impact on financial reporting.

- A5 -

Other

(1)

Inform the Board of matters that may significantly impact on the financial condition or affairs of the business.

(2)

Review the public disclosure regarding the Committee required from time to time by NI 52-110.

(3)

Review in advance, and approve, the hiring and appointment of the Company’s Chief Financial Officer.

(4)

Establish and oversee the effectiveness of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing under the Company’s whistleblower policy.

(5)

Perform any other activities as the Committee or the Board deems necessary or appropriate.

6.	Independent Advice

In discharging its mandate, the Committee shall have the authority to retain, at the expense of the Company, special advisors as the Committee determines to be necessary to permit it to carry out its duties.

7.	Annual Evaluation

At least annually, the Committee shall, in a manner it determines to be appropriate:

(1)

Perform a review and evaluation of the performance of the Committee and its members, including the compliance of the Committee with this Charter.

(2)

Review and assess the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee believes to be appropriate.

8.	No Rights Created

This Charter is a broad policy statement and is attended to be part of the Committee’s flexible governance framework. While this Charter should comply with all applicable law and the Company’s constating documents, this Charter does not create any legally binding obligations on the Committee, the Board, any director or the Company.

- A6 -

Exhibit 4.2

LOGO

Independent auditor’s report

To the Shareholders of Docebo Inc.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Docebo Inc. and its subsidiaries (together, the Company) as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

What we have audited

The Company’s consolidated financial statements comprise:

•

the consolidated statements of financial position as at December 31, 2019 and 2018;

•

the consolidated statements of loss and comprehensive loss for the years then ended;

•

the consolidated statements of changes in shareholders’ equity (deficiency) for the years then ended;

•

the consolidated statements of cash flows for the years then ended; and

•

the notes to the consolidated financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Other information

Management is responsible for the other information. The other information comprises the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J oB2

T: +1 416 863 1133, F: +1 416 365 8215

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

LOGO

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

LOGO

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

•

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Jennifer Psutka.

LOGO

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario

March 11, 2020

DOCEBO INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at December 31, 2019 and 2018

(expressed in thousands of United States dollars)


	2019			2018
	$			$
Assets
Current assets:
Cash and cash equivalents		46,278			3,756
Trade and other receivables (Note 4)		10,108			6,138
Prepaids and deposits		1,858			1,502
Net investment in finance lease (Note 5)		92			—
Contract acquisition costs, net (Note 14)		605			243

		58,941			11,639
Non-current assets:
Contract acquisition costs, net (Note 14)		698			375
Net investment in finance lease (Note 5)		324			—
Right-of-use asset, net (Note 6)		2,420			—
Property and equipment, net (Note 7)		1,477			1,286

		63,860			13,300

Liabilities
Current liabilities:
Trade and other payables		9,589			6,784
Deferred revenue (Note 14)		17,997			12,687
Deferred lease incentives		—			55
Lease obligations (Note 6)		935			—
Borrowings (Note 8)		20			5,363

		28,541			24,889
Non-current liabilities:
Deferred lease incentives		—			243
Lease obligations (Note 6)		2,479			—
Employee benefit obligations (Note 9)		1,443			929
Borrowings (Note 8)		16			4,015

		32,479			30,076
Shareholders’ equity (deficiency)
Share capital (Note 11)		89,745			30,716
Contributed surplus		1,102			564
Other comprehensive income		805			263
Deficit		(60,271	)		(48,319	)

Total equity (deficiency)		31,381			(16,776	)

		63,860			13,300

Commitments and contingencies (Note 18)

The accompanying notes are an integral part of these consolidated financial statements.

DOCEBO INC.

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

For the years ended December 31, 2019 and 2018

(expressed in thousands of United States dollars, except per share amounts)


	2019			2018
	$			$
Revenue (Note 14)		41,443			27,074
Cost of revenue (Note 15)		8,261			5,650

Gross profit		33,182			21,424
Operating expenses
General and administrative (Note 16)		15,872			10,940
Sales and marketing (Note 16)		16,266			11,630
Research and development (Note 16)		8,579			6,612
Share-based compensation (Note 12)		659			253
Foreign exchange loss		922			775
Depreciation and amortization (Note 6 and 7)		693			169

		42,991			30,379

Operating loss		(9,809	)		(8,955	)
Finance expense, net (Note 8)		796			666
Loss on change in fair value of convertible promissory notes (Note 8)		776			2,083
Other income		(76	)		(53	)

Loss before income taxes		(11,305	)		(11,651	)
Income tax expense (Note 17)		609			—

Net loss for the year		(11,914	)		(11,651	)

Other comprehensive loss
Item that may be reclassified subsequently to income:
Exchange gain on translation of foreign operations		(652	)		(819	)
Item not subsequently reclassified to income:
Actuarial loss		110			41

		(542	)		(778	)

Comprehensive loss		(11,372	)		(10,873	)

Net loss attributable to:
Equity owners of the Company		(11,914	)		(11,272	)
Non-controlling interests (Note 10)		—			(379	)

		(11,914	)		(11,651	)
Loss per share - basic and diluted		(0.49	)		(0.52	)
Weighted average number of common shares outstanding - basic and diluted (Note 13)		24,363,789			21,543,100

The accompanying notes are an integral part of these consolidated financial statements.

DOCEBO INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)

For the years ended December 31, 2019 and 2018

(expressed in thousands of United States dollars, except number of shares)


								Non-			Other
					Contributed			controlling			comprehensive
	Common shares				surplus			interests			income			Deficit			Total
	#		$		$			$			$			$			$
Balance, December 31, 2017		18,020,000		9,961		311			(1,055	)		(515	)		(14,858	)		(6,156	)
Share-based compensation (Note 12)		—		—		253			—			—			—			253
Purchase of non-controlling interest with common shares (Note 10)		4,512,000		20,755		—			1,434			—			(22,189	)		—
Comprehensive loss		—		—		—			(379	)		778			(11,272	)		(10,873	)

Balance, December 31, 2018		22,532,000		30,716		564			—			263			(48,319	)		(16,776	)

IFRS 16 transition effect (Note 3)		—		—		—			—			—			(38	)		(38	)
Share-based compensation (Note 12)		—		—		659			—			—			—			659
Conversion of convertible promissory note (Note 8)		800,000		6,120		—			—			—			—			6,120
Exercise of stock options		434,700		495		(121	)		—			—			—			374
Issuance of common shares upon initial public offering, net of share issuance costs (Note 11)		4,687,500		52,414		—			—			—			—			52,414
Comprehensive loss		—		—		—			—			542			(11,914	)		(11,372	)

Balance, December 31, 2019		28,454,200		89,745		1,102			—			805			(60,271	)		31,381

The accompanying notes are an integral part of these consolidated financial statements.

DOCEBO INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2019 and 2018

(expressed in thousands of United States dollars)


	2019			2018
	$			$
Cash flows used in operating activities
Net loss		(11,914	)		(11,651	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		693			169
Share-based compensation		659			253
Unrealized foreign exchange loss		922			605
Amortization of deferred lease incentive		—			3
Finance expense		796			666
Loss on change in fair value of convertible promissory notes		776			2,083
Changes in non-cash working capital items:
Trade and other receivables		(3,994	)		(1,743	)
Prepaids and deposits		(335	)		(927	)
Contract acquisition costs		(685	)		(618	)
Trade and other payables		2,830			3,282
Employee benefit obligations		420			247
Deferred revenue		5,250			5,331

Cash used in operating activities		(4,582	)		(2,300	)

Cash flows from investing activities
Purchase of property and equipment		(366	)		(410	)

Cash used in investing activities		(366	)		(410	)

Cash flows from financing activities
Payments received on net investment in finance lease		87			—
Repayment of lease obligation		(879	)		—
Interest paid		(432	)		(649	)
Proceeds from exercise of stock options		374			—
Proceeds from issuance of secured debentures, net		3,000			3,960
Proceeds from drawdown on secured credit facility, net		6,858			—
Proceeds from issuance of common shares		56,261			—
Share issuance cost		(3,847	)		—
Repayment of borrowings		(14,055	)		(21	)

Cash from financing activities		47,367			3,290

Net change in cash and cash equivalents during the year		42,419			580
Effect of foreign exchange on cash and cash equivalents		103			(185	)
Cash and cash equivalents, beginning of the year		3,756			3,361

Cash and cash equivalents, end of the year		46,278			3,756

The accompanying notes are an integral part of these consolidated financial statements.

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

1	Nature of business

Docebo Inc. (the “Company” or “Docebo”) is a provider of cloud-based learning management systems. The Company was incorporated on April 21, 2016 under the laws of the Province of Ontario. The Company’s head office is located at Suite 701, 366 Adelaide Street West, Toronto, M5V 1R9, Canada.

On October 1, 2019, the Company filed articles of amendment to effect the change of the Company’s name from “Docebo Canada Inc.” to “Docebo Inc.” and to split all of its issued and outstanding common shares on the basis of 100 common shares for every one common share outstanding. All share and per share amounts for all periods presented in these financial statements have been adjusted retrospectively to reflect the share split.

On October 8, 2019, the Company completed an initial public offering (“IPO”) and its shares began trading on the Toronto Stock Exchange under the symbol “DCBO”.

The Company has the following subsidiaries:


	Country	Ownership percentage December 31, 2019	Ownership percentage December 31, 2018
Entity name		%	%
Docebo S.p.A	Italy	100	100
Docebo NA Inc	United States	100	100
Docebo EMEA FZ-LLC	Dubai	100	100
Docebo UK	England	100	100

2	Basis of preparation

Statement of compliance

These consolidated financial statements (“financial statements”) have been prepared by management on a going-concern basis in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The policies set out below have been consistently applied to all periods presented unless otherwise noted.

These financial statements were approved and authorized for issuance by the Board of Directors of the Company on March 11, 2020.

Basis of measurement

These financial statements have been prepared on a historical cost basis except for convertible promissory notes that are measured at fair value. Historical costs are generally based on the fair value of the consideration given in exchange for goods and services received.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, Share-based Payments and measurements that have some similarities to fair value but are not fair value, such as value in use in International Accounting Standard (“IAS”) 36, Impairment of Assets.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries, Docebo S.p.A., Docebo NA Inc., Docebo EMEA FZ-LLC and Docebo UK Ltd.

Subsidiaries are fully consolidated from the date of acquisition, which is the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases. Control is achieved when the Company has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate there are changes to one or more of the three elements of

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

control listed above. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intercompany balances, transactions, unrealized gains and losses resulting from intercompany transactions and dividends are eliminated on consolidation.

Functional currency and presentation currency

These financial statements are presented in United States dollars. Docebo’s functional currency is Canadian dollars and the functional currencies of the Company’s wholly owned subsidiaries are as follows:


Docebo NA Inc.		United States dollars
Docebo EMEA FZ-LLC		United Arab Emirates dirham
Docebo S.p.A.		Euros
Docebo UK		British pounds

The presentation currency is different than the functional currency of the Company for industry and market comparability reasons.

Use of estimates and judgments

The preparation of these financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

Estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgments, apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements:

•

Revenue recognition

The Company derives its revenues from two main sources: software as-a-service application (“SaaS”); and professional services revenue, which includes services such as initial project management and training, integration and custom development.

Multi-element or bundled contracts require an estimate of the stand-alone selling price (“SSP”) of separate elements. These assessments require judgment by management to determine if there are separately identifiable performance obligations as well as how to allocate the total price among the performance obligations. Deliverables are accounted for as separately identifiable performance obligations if they can be understood without reference to the series of transactions as a whole. In concluding whether performance obligations are separately identifiable, management considers the transaction from the customer’s perspective. Among other factors, management assesses whether the service or product is sold separately by the Company in the normal course of business or whether the customer could purchase the service or product separately.

•

Convertible promissory notes

Convertible promissory notes are classified as fair value through profit or loss. The fair value of convertible promissory notes is based on the underlying value of the equity instruments the convertible promissory notes are convertible into, which in turn requires estimates of the inherent value of the Company, considering value indicators including recent rounds of financing and market comparable valuation metrics.

•

Depreciation of property and equipment

Depreciation of property and equipment is dependent on estimates of useful lives and residual values, which are determined through the exercise of judgment. The assessment of any impairment of these assets is dependent on estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

•

Trade and other receivables

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

•

Share-based payments

For equity-settled plans, expense is based on the fair value of the awards granted, calculated on the grant date, with a corresponding increase in equity. The expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are satisfied.

The Company uses the Black-Scholes valuation model to determine the fair value of equity settled stock options. Estimates are required for inputs to this model including the fair value of the underlying shares, the expected life of the option, volatility, expected dividend yield and the risk-free interest rate. Variation in actual results for any of these inputs will result in a different value of the stock option realized from the original estimate. The assumptions and estimates used are further outlined in the stock options note.

•

Income taxes

The Company computes an income tax provision in each of the tax jurisdictions in which it operates. Actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the consolidated financial statements. Additionally, estimation of income taxes includes evaluating the recoverability of deferred tax assets against future taxable income based on an assessment of the ability to use the underlying future tax deductions before they expire. To the extent that estimates of future taxable income differ from the tax return, earnings would be affected in a subsequent period.

In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

3	Summary of significant accounting policies

Foreign currency translation

Foreign currency transactions are translated into functional currencies at exchange rates in effect on the date of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated into functional currencies at the foreign exchange rate applicable at that period-end date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Expenses are translated at the exchange rates that approximate those in effect on the date of the transaction. Realized and unrealized exchange gains and losses are recognized in the consolidated statement of loss and comprehensive loss.

On consolidation, assets and liabilities of operations with functional currency other than US dollars are translated into US dollars at period- end foreign currency rates. Revenues and expenses of such operations are translated into US dollars at average rates for the period. Foreign currency translation gains and losses are recognized in other comprehensive income. The relevant amount in cumulative foreign currency translation adjustment is reclassified into earnings upon disposition of a foreign operation.

Revenue recognition

The Company recognizes revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services by applying the following steps:

•

identify the contract with a customer;

•

identify the performance obligations in the contract;

•

determine the transaction price;

•

allocate the transaction price; and

•

recognize revenue when, or as, the Company satisfies a performance obligation.

Revenue represents the amount the Company expects to receive for products and services in its contracts with customers, net of discounts and sales taxes. The Company derives revenue from subscription of its product (“subscription revenue”) comprised of its hosted SaaS and from the provision of professional services including implementation services, technical services and training. Professional services do not include significant customization to, or development of, the software.

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

obligation) for revenue recognition purposes based on whether the product or service is distinct from some or all of the other products or services in the arrangement. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the Company’s promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. Non-distinct products and services are combined with other goods or services until they are distinct as a bundle and therefore form a single performance obligation. Subscription revenue and professional services are generally capable of being distinct for the Company and are accounted for as separate performance obligations.

The total consideration for the arrangement is allocated to the separate performance obligations based on their relative fair value and the revenue is recognized for each performance obligation when the requirements for revenue recognition have been met. The Company determines the fair value of each performance obligation based on the average selling price when they are sold separately. We update our estimates of SSP on an ongoing basis through internal periodic reviews and as events or circumstances may require. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. We satisfy performance obligations over time.

Subscription revenue related to the provision of SaaS is recognized rateably over the contract term as the service is delivered. The contract term begins when the service is made available to the customer. The Company applies the time elapsed method to measure progress towards complete satisfaction of subscription revenue performance obligations. The time elapsed provided a faithful depiction of the Company’s performance towards complete satisfaction of its performance obligations as a customer simultaneously received and consumes the benefits provided by the Company’s performance as the Company performs on a daily basis.

Professional services revenue is recognized as services are rendered which is normally over the first few months of a contract with progress being measured over the implementation and training period. The Company applies labour hours expended which is an input method to measure progress towards complete satisfaction of professional services revenue performance obligations. Labour hours expended relative to the total expected labour hours to be expended provides a faithful depiction of the Company’s performance towards complete satisfaction of the professional services performance obligations as it closely reflects the completion of activities based on budgeted labour hours and the value of the services transferred cannot be measured directly.

The Company records contract assets for selling commissions paid at the inception of a contract that are incremental costs of obtaining the contract, if the Company expects to recover those costs. Contract assets are subsequently amortized on a straight-line basis over a period consistent with the pattern of transfer of the products and services to which the asset relate. Incremental selling commissions to obtain a renewal of a contract are capitalized and amortized on a straight-line basis over the renewal period of the contract. The Company applies the IFRS 15 practical expedient and does not recognize incremental costs of obtaining a contract if the amortization period is one year or less.

The timing of revenue recognition and the contractual payment schedules often differ, resulting in contractual payments being billed before contractual products or services are delivered. Generally, the payment terms are between 30 to 60 days from the date of invoice. These amounts that are billed, but not earned, are recognized as deferred revenue. When products or services have been transferred to customers and revenue has been recognized, but not billed, the Company recognizes and includes these amounts as unbilled trade receivables.

The Company has elected to apply the practical expedient to not adjust the total consideration over the contract term for the effect of a financing component if the period between the transfer of services to the customer and the customer’s payment for these services is expected to be one year or less.

Deferred revenue

Deferred revenue primarily relates to subscription revenue agreements and professional services agreements, which have been paid for by customers prior to the performance of those services. Generally, the services will be provided in the next twelve months and are classified as current based on the length of the arrangement.

Cash and cash equivalents

Cash and cash equivalents include short-term investments in highly liquid marketable securities, having a term to maturity of three months or less.

Property and equipment

The Company’s property and equipment are measured at cost less accumulated depreciation and impairment losses.

The cost of an item of property and equipment includes expenditures that are directly attributable to the acquisition or construction of the asset.

Depreciation is recorded over the estimated useful lives as outlined below:

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)


Electronic equipment		3 years straight line
Furniture		5 years straight line
Building		25 years straight line
Leasehold improvements		straight-line over term of the lease

The Company assesses an asset’s residual value, useful life and depreciation method on an annual basis and if any events have indicated a change and makes adjustments if appropriate.

Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of the property and equipment and are recognized in the consolidated statement of loss and comprehensive loss.

Impairment of non-financial assets

The carrying amounts of the Company’s non-financial assets are reviewed for impairment at each consolidated statement of financial position date or whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds its recoverable amount. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. The recoverable amount of an asset or a cash generating unit is the higher of its fair value, less cost to sell, and its value in use. If the carrying amount of an asset exceeds its recoverable amount, an impairment charge is recognized immediately in profit or loss by the amount by which the carrying amount of the asset exceeds the recoverable amount. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the lesser of the revised estimate of recoverable amount and the carrying amount that would have been recorded had no impairment loss been recognized previously.

Government assistance

Government assistance, which mainly includes research and development and other tax credits, is recognized when there is reasonable assurance it will be received and all related conditions will be complied with. When the government assistance relates to an expense item, it is recognized as a reduction of expense over the period necessary to match the government assistance on a systematic basis to the costs it is intended to subsidize.

Research and development

Research and development costs are expensed as incurred, net of Italian tax credits. The Company’s research and development costs consist primarily of salaries and related personnel expenses.

The Company recognizes the benefit of Italian research and development investment tax credits as a reduction of research and development costs when there is reasonable assurance the claim will be recovered.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) (a) as a result of a past event; (b) when it is more probable than not an outflow of resources embodying economic benefits will be required to settle the obligation; and (c) when a reliable estimate can be made of the amount of the obligation.

Deferred compensation

The Company provides an employee severance indemnity, which is mandatory pursuant to the Italian Civil Code. Under this arrangement, the Company is obligated to pay deferred compensation based on the employees’ years of service and the compensation earned by the employee during the service period. The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for a defined benefit plan. These benefits are unfunded. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise, and are not reclassified to profit or loss in subsequent periods. These obligations are valued annually.

Past service costs are recognized in profit or loss on the earlier of:

•

the date of the plan amendment or curtailment; and

•

the date that the Company recognizes related restructuring costs.

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation:

•

service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

•

net interest expense or income.

Income taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from “profit before tax” as reported in the consolidated statement of loss and comprehensive loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the year.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent it is probable taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each year and reduced to the extent it is not probable sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the year.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the year, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive loss or directly in equity, in which case the current and deferred taxes are also recognized in other comprehensive loss or directly in equity, respectively.

The Company has not recognized deferred income tax assets as at December 31, 2019 and 2018 as it is not considered probable at this time that the assets can be recovered.

Share-based payments

Loss per share

The Company presents basic and diluted loss per share data for its common shares. Basic loss per share is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year.

Diluted loss per share is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding, adjusted for the effects of all dilutive potential common shares, which are comprised of additional shares from the assumed exercise or conversion of share options and conversion of convertible promissory notes.

Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

•

Financial assets

On initial recognition, a financial asset is classified as measured at amortized cost, fair value through other comprehensive income (‘‘FVOCI’’), or fair value through profit and loss (‘‘FVTPL’’). The classification of financial assets is based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

•

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

•

its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition.

The following accounting policies apply to the subsequent measurement of financial assets.


Financial assets at FVTPL		Subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets at amortized cost		Subsequently measured at amortized cost using the effective interest method, less any impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

•

Financial liabilities

The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument.

The Company classifies its financial liabilities as either financial liabilities at FVTPL or amortized cost.

Subsequent to initial recognition, other liabilities are measured at amortized cost using the effective interest method. Financial liabilities at FVTPL are stated at fair value with changes being recognized in profit or loss.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

•

Financial liabilities and equity instruments

•

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

•

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

•

Classification of financial instruments

The Company classifies its financial assets and liabilities depending on the purpose for which the financial instruments were acquired, their characteristics and management intent as outlined below:

Cash and cash equivalents Amortized cost

Trade and other receivables Amortized cost

Trade and other payables Amortized cost

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

Convertible promissory notes Fair value through profit or loss

Secured debentures Amortized cost

Mortgage payable Amortized cost

•

Impairment of financial assets

An expected credit loss (“ECL”) model applies to financial assets measured at amortized cost. The Company’s financial assets measured at amortized cost and subject to the ECL model consist primarily of trade receivables. The Company applies the simplified approach to impairment for trade and other receivables by recognizing lifetime expected losses on initial recognition through both the analysis of historical defaults and a reassessment of counterparty credit risk in revenue contracts on an annual basis.

Convertible promissory notes

Convertible promissory notes are convertible into common shares of the Company at a conversion price of US$2.50 per share. The Company determined that the convertible promissory notes did not meet the IFRS definition of equity due to the variability of the conversion ratio, which is based on the foreign exchange rates at the time of conversion. Changes in the fair value of convertible promissory notes are recognized through income in the period in which they occur except in cases where they result from changes in credit risk, in which case the fair value changes are recorded in other comprehensive income.

New standards, amendments and interpretations recently adopted by the Company

The Company has adopted and applied the following new and revised IFRS that have been issued and are effective:

•

IFRS 16 - Leases

The Company has adopted IFRS 16 retrospectively from January 1, 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on January 1, 2019. The comparative period continues to account for leases under IAS 17.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right of control for the use of an identified asset for a period of time in exchange for consideration. From January 1, 2019, the Company recognizes a right-of-use asset (“ROU asset”) and a lease liability at the lease commencement date, which is the date the leased asset is available for use. The ROU asset primarily related to office leases and is initially measured based on the initial amount of the lease liability. The lease liabilities include the net present value of the following lease payments:

•

fixed payments (including any in-substance fixed payments, less any lease incentives receivable);

•

variable lease payments that are based on an index or a rate;

•

amounts expected to be payable by the lessee under residual value guarantees;

•

exercise price of any purchase option if the company is reasonably certain to exercise that option; and

•

payments for penalties for terminating the lease, if the lease term reflects the company exercising that option.

The ROU assets are depreciated to the earlier of the end of useful life of the ROU asset or the lease term using the straight- line method as this most closely reflects the expected pattern of the consumption of the future economic benefits.

The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the ROU asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate, which is the rate the company would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The Company used an incremental borrowing rate to measure the lease liabilities in the opening balance sheet at January 1, 2019 of 10%.

ROU assets are measured at cost comprising the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs.

The lease liability is classified and accounted for at the amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset unless it has been reduced to zero. Any further reduction in the lease liability is then recognized in profit or loss.

The Company has elected to apply the practical expedient not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of twelve months or less and for leases of low value assets. The lease payments associated with those leases is recognized as an expense on a straight-line basis over the lease term.

A lease modification will be accounted for as a separate lease if the modification increases the scope of the lease and if the consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope. For a modification that is not a separate lease or where the increase in consideration is not commensurate, at the effective date of the lease modification, the Company will remeasure the lease liability using the Company’s incremental borrowing rate, when the rate implicit to the lease is not readily available, with a corresponding adjustment to the ROU asset.

When the Company acts as an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. The Company assesses the lease classification of a sub-lease with reference to the ROU asset arising from the head lease, not with reference to the underlying asset. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the ROU asset. If this is the case, then the lease is accounted for as a net investment in finance lease. If not, then it is an operating lease. As part of this assessment the Company considers certain indicators such as whether the lease is for the major part of the economic life of the ROU asset.

Adjustments recognized on adoption of IFRS 16

The following table reconciles the Company’s operating lease obligations as at December 31, 2018, as previously disclosed in the Company’s consolidated financial statements, to the lease obligations recognized on initial application of IFRS 16 at January 1, 2019.


	$
Aggregate lease commitments as disclosed at December 31, 2018		4,181
Less: Recognition exemption for low-value leases		246
Less: Recognition exemption for short-term leases		1

Adjusted lease commitments		3,934

Less: Impact of present value		751

Opening IFRS 16 lease liability as at January 1, 2019		3,183

The cumulative effect of the changes made to the January 1, 2019 consolidated statement of financial position for the adoption of IFRS 16 is as follows:


	Balance as at December 31, 2018		IFRS 16 adjustments			Balance as at January 1, 2019
	$		$			$
Assets
Current assets:
Net investment in finance lease		—		85			85
Non-current assets:
Right-of-use-assets, net		—		2,406			2,406
Net investment in finance lease		—		357			357
Liabilities
Current liabilities:
Deferred lease incentives		55		(55	)		—
Lease obligations		—		822			822
Non-current liabilities:
Deferred lease incentives		243		(243	)		—

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)


Lease obligations	—		2,361		2,361
Equity
Deficit	(48,319	)	(38	)	(48,357	)

•

IFRIC 23, Uncertainty over Income Tax Treatment

In June 2016, the IASB issued International Financial Reporting Interpretations Committee (“IFRIC”) 23, which clarifies the accounting for uncertainties in income taxes. IFRIC 23 is effective for annual periods beginning on or after January 1, 2019. The requirements are applied by recognizing the cumulative effect of initially applying them in retained earnings, or in other appropriate components of equity, at the start of the reporting period in which the Company first applies them, without adjusting comparative information. Full retrospective application is permitted, if the Company can do so without using hindsight. The adoption of this standard did not result in a material impact on the financial statements of the Company.

4	Trade and other receivables

The Company’s trade and other receivables include the following:


	2019		2018
	$		$
Trade receivables		8,827		5,711
Unbilled trade receivables		736		372
Tax credits receivable		397		44
Other receivables		148		11

		10,108		6,138

5	Net investment in finance lease

The Company’s net investment in finance lease is presented in the consolidated statements of financial position as follows:


	$
Balance – January 1, 2019		442
Interest accretion		39
Lease receipts		(89	)
Effects of foreign exchange		24

Balance – December 31, 2019		416

Current		92
Non-current		324

		416

The following table sets out a maturity analysis of the lease payments receivable, showing the undiscounted lease payments to be received on an annual basis, reconciliation to the net investment in lease.


	$
Less than one year		92
One to two years		97
Two to three years		97
Three to four years		97
Four to five years		97
Thereafter		56

Total undiscounted lease payments receivable		536
Less: Interest accretion		(126	)

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)


Add: Impact of present value			6

Net investment in lease – December 31, 2019			416

6	Leases

The Company’s right-of-use assets by class of assets is as follows:


	Premises		Others			Total
	$		$			$
Costs
Balance – January 1, 2019		2,209		197			2,406
Additions		481		159			640
Disposals		—		(76	)		(76	)
Effects of foreign exchange		33		(4	)		29

Balance – December 31, 2019		2,723		276			2,999

Accumulated amortization
Balance – January 1, 2019		—		—			—
Amortization		494		105			599
Disposals		—		(29	)		(29	)
Effects of foreign exchange		9		—			9

Balance – December 31, 2019		503		76			579

Net balance – December 31, 2019		2,220		200			2,420

The Company’s lease obligations are as follows:


	$
Balance – January 1, 2019		3,183
Additions		790
Disposals		(47	)
Interest accretion		319
Lease repayments		(883	)
Effects of foreign exchange		52

Balance – December 31, 2019		3,414

Current		935
Non-current		2,479

Expenses incurred for the year ended December 31, 2019 relating to short-term leases and leases of low-value assets were $9 and $206, respectively.

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

7	Property and equipment


	Furniture and			Leasehold			Land and
	office equipment			improvements			Building			Total
	$			$			$			$
Cost
Balance – December 31, 2017		375			634			384			1,393
Additions		109			301			—			410
Effects of foreign exchange		(18	)		(27	)		(17	)		(62	)

Balance – December 31, 2018		466			908			367			1,741
Additions		114			252			—			366
Dispositions		—			(37	)		—			(37	)
Effects of foreign exchange		—			(5	)		(7	)		(12	)

Balance – December 31, 2019		580			1,118			360			2,058

Accumulated depreciation
Balance – December 31, 2017		183			85			31			299
Depreciation		57			97			15			169
Effects of foreign exchange		(7	)		(4	)		(2	)		(13	)

Balance – December 31, 2018		233			178			44			455

Depreciation		55			54			14			123
Effects of foreign exchange		3			—			—			3

Balance – December 31, 2019		291			232			58			581

Carrying value
Balance – December 31, 2018		233			730			323			1,286

Balance – December 31, 2019		289			886			302			1,477

8	Borrowings

The following table presents the borrowings for the Company:


	2019		2018
	$		$
Mortgage payable		36		57
Secured debentures		—		3,977
Convertible promissory notes		—		5,344
Revolving term credit		—		—

Balance – End of period		36		9,378

Current		20		5,363
Non-current		16		4,015

		36		9,378

Mortgage payable

Mortgage payable represents the mortgage on the Sovico property with Banca Intesa San Paolo and expires in July 2021. The original amount of the mortgage was €185 and is secured by the Sovico property and carries an interest rate of 5% per annum.

Credit Facility

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

under the Credit Facility from time to time is equal to the lesser of (i) the commitment and (ii) an amount equal to the trailing one-month consolidated recurring revenue of the Company (“MRR”) multiplied by six multiplied by the trailing twelve month gross retention rate percentage on MRR (which rate shall not exceed 100%), minus the amount of any statutory prior claims then in existence. The Credit Facility will mature on July 25, 2022 (the “Maturity Date”). The Maturity Date may be extended for an additional 364 days, at the discretion of the lender, upon the Company providing written notice to the lender requesting such an extension. Interest on the drawn facility is set at LIBOR plus 2.75%. The standby fee on the undrawn balance is 0.50%.

Upon closing of the Credit Facility, the Company immediately drew down $7,000 to repay the existing $7,000 of secured debentures previously issued to the shareholders of the Company. The Company incurred cash transaction costs of $142 which are being amortized as accretion expense over the term of the facility using the effective interest rate method.

On October 16, 2019, the Company repaid the full balance of the Credit Facility outstanding of $7,000 from net proceeds from IPO.

Convertible promissory notes

On May 24, 2017, the Company issued $2,000 convertible promissory notes to shareholders and directors of the Company with a maturity date of May 24, 2019. The convertible promissory notes bore an interest rate of 10% payable monthly and were convertible into common shares of the Company at an exercise price of US$2.50 per share.

The Company determined that the convertible promissory notes did not qualify as a compound instrument and therefore no equity component to the instrument. This was due to the fact that the conversion price was denominated in a currency that is not the functional currency of the Company, resulting in variability of the conversion price. Accordingly, the convertible promissory notes were classified and accounted for entirely as a financial liability, which the Company had elected under IFRS 9 to measure at fair value through profit or loss. The fair value of the convertible promissory notes were classified as Level 3 in the fair value hierarchy. On May 24, 2019, the convertible promissory notes were converted into 800,000 common shares of the Company. Immediately prior to conversion, the fair value of the convertible promissory notes was $6,120 resulting in recognition of loss on change in fair value of $776 (December 31, 2018 - $2,083). The fair value of the convertible promissory notes as at December 31, 2019 was nil (December 31, 2018 - $5,344).

Secured debentures

In February 2018, the Company issued secured debentures to the shareholders of the Company for total gross cash proceeds of $4,000. The Company incurred financing fees of $40 to the lenders. These secured debentures bore an interest rate of 10% per annum, payable monthly with maturity on January 31, 2020. The debentures were collateralized by all present and future assets of the Company.

In May 2019, the Company issued additional secured debentures to the same shareholders for total gross cash proceeds of $3,000 bearing interest rate of 10% per annum. As part of the additional secured debentures issued, the maturity date of all outstanding secured debentures was amended to December 31, 2020.

On July 26, 2019, these secured debentures were repaid in full.

These secured debentures were classified at amortized cost and accounted for using the effective interest rate method. The carrying value as at December 31, 2019 was nil (December 31, 2018 — $3,977).


	$
Principal balance		7,000
Upfront financing fees		(40	)
Interest and accretion expense		615
Interest paid		(575	)
Repayment of Principal		(7,000	)

Balance – December 31, 2019		—

Finance expense for the fiscal year ended December 31, 2019 and 2018 is comprised of:


	2019		2018
	$		$
Interest and accretion expense on secured debentures		313		368
Interest expense on convertible promissory notes		74		200
Interest on lease obligations		278		—
Interest on credit facility		88		—
Bank fees and other		43		98

		796		666

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

9	Employee benefit obligation

The Company’s employee benefit obligation relates to an employee severance indemnity, which is mandatory pursuant to the Italian Civil Code and obligates the employer to pay deferred compensation based on the employees’ years of service and the compensation earned by the employee during the service period. From January 1, 2007, Italian law gives an employee the choice of directing his or her entitlement either to a supplementary pension fund or to leave the severance indemnity as an obligation to the Company. The liability is calculated by an external actuaries using the projected unit credit method.

The carrying value of the benefit obligation as at December 31, 2019 and 2018 is:


	2019			2018
	$			$
Opening balance		929			672
Increases
Provisions for the year		420			310
Actuarial losses		110			41
Interest expense		14			8
Reductions
Payments		(16	)		(63	)
Foreign exchange translation		(14	)		(39	)

Ending balance		1,443			929

The change in liability was recognized in statement of loss and comprehensive loss as follows:


	2019			2018
	$			$
Cost recognized in profit or loss
Current period cost		420			310
Interest cost on defined benefit obligation		14			8
Remeasurement loss recognized in OCI		110			41
Annual weighted average assumptions:
Discount rate		0.79	%		1.57	%
Price inflation		1.50	%		1.50	%

A decrease of 50 basis points in the discount rate would result in an increase of the liability by $129; a corresponding increase in basis points would result in a reduction of liability by $114.

A decrease of 50 basis points of price inflation would result in reduction of the liability by $44; a corresponding increase in basis points would result in an increase of liability by $46.

10	Non-controlling interests

As at December 31, 2018, the Company had 100% ownership interest in Docebo S.p.A. (2017 — 69.9%) resulting in nil% (2017 - 30.1%) ownership interest held by non-controlling shareholders.

In March 2018, the Company acquired the remaining 30.1% interest in Docebo S.p.A. in exchange for 4,512,000 common shares. The fair value of the common shares issued was $20,755 and the carrying value of the non-controlling interest acquired was a deficit of $1,434 resulting in recognition of $22,189 as a debit to shareholders’ deficit of the Company. No gain or loss was recorded as part of the acquisition of the remaining ownership interests.

Reconciliation of non-controlling interest is as follows:

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)


	$
Balance – January 1, 2018		(1,055	)
Share of net loss to date of acquisition		(379	)
Purchase of non-controlling interest		1,434

Balance – December 31, 2018 and December 31, 2019		—

11	Share capital

Authorized

Unlimited common shares with no par value

Issued and outstanding:


	Number of
	shares^(iv)		Amount
Balance – December 31, 2017		18,020,000		9,961
Purchase of non-controlling interest (i)		4,512,000		20,755
Balance – December 31, 2018		22,532,000		30,716
Stock option exercise (ii)		434,700		495
Conversion of promissory notes (iii)		800,000		6,120
IPO share issuance(v)		4,687,500		52,414

Balance – December 31, 2019		28,454,200		89,745

On March 15, 2018, the shareholders of the Company acquired the remaining 30.1% non-controlling interest in Docebo S.p.A. from the non-controlling interest holders in exchange for the issuance of 4,512,000 common shares. The transaction was measured at the fair value of the common shares issued of $20,755. The fair value of the common shares on date of issuance was $4.60 per share.

ii)

On May 13, 2019, 386,100 stock options were exercised resulting in issuance of 386,100 common shares of the Company for total cash proceeds of $311. On June 10, 2019, 6,900 stock options were exercised resulting in issuance of 6,900 common shares of the Company for total cash proceeds of $17. On July 8, 2019, 34,800 stock options were exercised resulting in issuance of 34,800 common shares of the Company for total cash proceeds of $28. On August 14, 2019, 6,900 stock options were exercised resulting in issuance of 6,900 common shares of the Company for total cash proceeds of $18.

iii)

On May 24, 2019, the convertible promissory notes were converted into 800,000 common shares of the Company. The fair value of the convertible promissory notes on the date of conversion was $6,120.

(iv)

On October 1, 2019, the Company filed articles of amendment to split all of its issued and outstanding common shares on the basis of 100 common shares for every one common share outstanding. All share and per share amounts for all periods presented in these financial statements have been adjusted retrospectively to reflect the share split.

(v)

On October 8, 2019, the Company completed an IPO and issued 4,687,500 common shares for a total gross consideration of $56,261 (C$75,000). Share issuance costs amounted to $3,847 resulting in net proceeds of $52,414.

12	Share-based compensation

The Company has four components of its share-based compensation plan: stock options, deferred share units (“DSUs”), restricted share units (“RSUs”) and performance share units (“PSUs”). Share-based compensation expense for the year ended December 31, 2019 was $659 (2018 — $253). The expense associated with each component is as follows:

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)


	2019		2018
	$		$
Stock options		550		253
DSU		109		—

		659		253

Stock options

In 2016, the Company established a stock option plan (the “Legacy Option Plan”) for directors, officers, employees and consultants of the Company. The Company’s Board of Directors has the authority to determine, among other things, the eligibility of individuals to participate in the Legacy Option Plan and the term, vesting periods and the exercise price of options granted to individuals under the Legacy Option Plan, subject to the provisions of the Legacy Option Plan. Each share option is exercisable for one common share of the Company. No amounts were paid or payable by the individual on receipt of the option. The options carry neither rights to dividends nor voting rights.

In connection with the IPO on October 8, 2019, the Legacy Option Plan was amended such that no further awards can be made under the Legacy Option Plan. In connection with the IPO, the Company adopted an omnibus incentive plan (the “Omnibus Incentive Plan”) which allows the Board of Directors to grant long-term equity-based awards, including stock options, DSUs, RSUs and PSUs, to eligible participants. As determined by the Company’s Board of Directors, the Compensation Nominating and Governance Committee of the Company’s Board of Directors is the Plan Administrator (as defined in the Omnibus Incentive Plan) of the Omnibus Incentive Plan. The Plan Administrator determines which directors, officers, consultants and employees are eligible to receive awards under the Omnibus Incentive Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to the Company, the number of common shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the common shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any award, based on such factors as the Plan Administrator may determine.

The number of common shares reserved for issuance under the Omnibus Incentive Plan and the Legacy Option Plan, collectively is 2,845,420.

The changes in the number of stock options during the fiscal year ended December 31, 2019 and 2018 were as follows:

2019

2018

Weighted

Number of

average

Number of

average

options

exercise price

options

exercise price

Options outstanding – January 1

1,546,700

0.98

1,546,700

0.98

Options granted

601,347

13.59

—

Options forfeited

(21,000

)

2.14

—

Options exercised

(434,700

)

1.13

—

Options outstanding – December 31

1,692,347

5.41

1,546,700

0.98

Options exercisable – December 31

943,300

0.99

1,073,300

1.05

The weighted average fair value of share options granted during the year ended December 31, 2019 was estimated at the date of grant using the Black-Scholes option pricing model using the following inputs:


Weighted average assumptions	2019
Fair value, per option	C$	5.87
Grant date share price	C$	13.71
Exercise price	C$	13.59
Expected dividend yield		nil	%
Risk free interest rate		1.69	%

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)


Expected option life	7 years
Expected volatility	39.9	%

There were no share options granted during the year ended December 31, 2018.

Expected volatility was estimated by using the historical volatility of technology index and comparable benchmarks. The expected option life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on government bonds with a term equal to the expected life of the options.

The following table is a summary of the Company’s share options outstanding as at December 31, 2019:


	Options outstanding		Options exercisable
		Weighted average remaining contractual	Weighted average
Exercise price range	Number outstanding	life (years)	exercise price	Number exercisable
C$	#	#	C$	#
0.0001 - 1.09	1,079,400	7.36	0.0001 - 1.09	934,100
3.09 - 3.29	23,200	9.55	3.09 - 3.29	9,200
8.86 - 8.90	181,600	11.1	8.86 - 8.90	—
15.79 - 16.00	408,147	9.79	15.79 - 16.00	—

5.41	1,692,347	8.38	0.99	943,300

DSUs

Pursuant to the Omnibus Incentive Plan, the Company’s Board of Directors may fix, from time to time, a portion of the total compensation (including annual retainer) paid by the Company to a director in a calendar year for service on the Board (the “Director Fees”) that are to be payable in the form of DSUs. In addition, subject to the terms of the Omnibus Incentive Plan, directors may elect to receive all or a portion of their cash Director Fees in the form of DSUs. The number of DSUs that a director will receive in respect of any period is calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in DSUs by (b) the market price of a share on the date of the grant, with the balance, if any, being paid in cash. Except as otherwise determined by the Plan Administrator, DSUs shall vest immediately upon grant or be subject to a one-year vesting period.

The following table presents information concerning the number of DSU units granted by the Company:


	#
DSU units – January 1, 2019		—
Granted (at C$16 per unit)		36,250

DSU units – December 31, 2019		36,250

13	Loss per share

For all the periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effect of convertible promissory notes and share options and DSUs. The outstanding number and type of securities that could potentially dilute basic net loss per share in the future but would have decreased the loss per share (anti-dilutive) for year ended December 31 presented are as follows:


	2019		2018
	#		#
Convertible promissory notes		—		800,000
Share-based compensation		1,728,597		1,546,700

		1,728,597		2,346,700

14	Disaggregated revenue

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

to the provision of SaaS is recognized ratably over the contract term as the service is delivered. Professional services revenue is recognized as services are rendered.

The following table represents disaggregation of revenue for the year ended December 31:


	2019		2018
	$		$
Subscription revenue		37,283		23,881
Professional services		4,160		3,193

		41,443		27,074

The following table presents revenue expected to be recognized in future years related to performance obligations that are unsatisfied as at December 31:


					2022 and
	2020		2021		thereafter
	$		$		$
Subscription revenue		33,051		17,321		8,415
Professional services		977		—		—

		34,028		17,321		8,415

The Company recognizes a contract asset for incremental costs of obtaining a contract with a customer. An asset is only recognized when the Company expects to fully recover those costs. Incremental costs of obtaining a contract include sales commissions that otherwise would not have been incurred had the contract not been obtained. The asset recognized is amortized on a straight line basis over the non- cancellable period of the related service that is provided.


	2019			2018
	$			$
Beginning balance		618			—
Contract acquisition costs		1,084			762
Amortization expense		(399	)		(144	)

Ending balance		1,303			618

Current		605			243
Non-current		698			375

		1,303			618

The following tables provide information about unbilled trade receivable and deferred revenue:

Unbilled trade receivable


	2019			2018
	$			$
Beginning balance		372			266
Decrease from transfers to trade receivables		(372	)		(266	)
Increase from revenue recognized		736			372

Ending balance		736			372

Deferred revenue


	2019			2018
	$			$
Beginning balance		12,687			7,581
Decrease from revenue recognized		(40,707	)		(26,703	)
Increase due to amounts invoiced		45,406			30,713
Foreign exchange and other movements		611			1,096

Ending balance		17,997			12,687

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

15	Cost of revenue


	2019		2018
	$		$
Employee wages and benefits		5,875		3,867
Web hosting fees		1,776		1,412
Partner fees		343		333
Other		267		38

		8,261		5,650

16	Employee compensation

The total employee compensation comprising salaries and benefits for the year ended December 31, 2019 was $29,460 (2018 — $20,508).

Employee compensation costs were included in the following expenses:


	2019		2018
	$		$
Cost of revenue		5,875		3,867
General and administrative		5,296		3,399
Sales and marketing		11,317		8,460
Research and development		6,972		4,782

		29,460		20,508

17	Income taxes


	2019			2018
	$			$
Current tax expense		642			—
Deferred tax recovery		(33	)		—

		609			—

Rate reconciliation

A reconciliation of income tax expense and the product of accounting income before income tax multiplied by the combined Canadian federal and provincial statutory income tax rate is as follows:


	2019			2018
	$			$
Loss before income taxes		(11,305	)		(11,651	)
Statutory tax rate		26.5	%		26.5	%

Tax at statutory rate		(2,996	)		(3,087	)
Foreign tax rate differential		175			(65	)
Change in unrecognized deferred tax asset		2,508			2,479
Effect of permanent differences		922			673

Income tax expense		609			—

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

Unrecognized deferred income tax

Deferred income tax assets in excess of deferred income tax liabilities have not been recognized in respect of the following attributes because it is not probable that future taxable profit will be available against which the Company can use the benefits.


	2019			2018
	$			$
Deferred income tax assets
Non-capital loss carry forwards		6,046			3,160
Net capital loss carry forwards		131			—
Intangible assets		2,261			2,003
Unrealized foreign exchange losses		56			78
Non-deductible reserves		360			231
Excess tax over accounting basis in property, plant and equipment and other assets		75			26
R&D tax credits		—			123
Financing charges		875			—
Other		67			—

		9,871			5,621
Deferred income tax liabilities
Contract asset		(69	)		(122	)
Excess accounting over tax basis in property, plant and equipment and other assets		—			(27	)
Other		—			(65	)

		(69	)		(214	)

Net unrecognized deferred income tax assets		9,802			5,407

Unrecognized tax losses

As at December 31, 2019, deferred income tax assets have not been recognized in respect of the following tax losses in each jurisdiction because it is not probable that future taxable profit will be available against which the Company can use the benefits.


	Canada		Italy		Total
Year of expiry	$		$		$
2036		113		—		113
2037		2,661		—		2,661
2038		4,469		—		4,469
2039		6,195		—		6,195
Indefinite		644		9,954		10,598

Total unrecognized tax losses		14,082		9,954		24,036

18	Commitments and contingencies

Commitments

As at December 31, 2019, the Company is committed under operating and finance leases, primarily relating to office space and equipment leases, for the following minimum annual rentals:

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)


	$
2020		1,204
2021		1,013
2022		898
2023		723
2024		552
Thereafter		424

		4,814

Contingencies

In the ordinary course of business, from time to time, the Company is involved in various claims related to operations, rights, commercial, employment or other claims. Although such matters cannot be predicted with certainty, management does not consider the Company’s exposure to these claims to be material to these financial statements.

19	Related party transactions

Key management personnel are those persons having the authority and responsibility for planning, directing and controlling activities of the entity, directly or indirectly, including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology Officer and equivalent and Directors.

Compensation expense for the Company’s key management personnel for the years ended December 31, 2019 and 2018 is as follows:


	2019		2018
	$		$
Salaries and benefits		2,057		1,832
Share-based compensation		1,995		241

		4,052		2,073

In May 2019, the Company issued $3,000 of additional secured debentures to the shareholders of the Company as described in Note 8. On July 26, 2019, these secured debentures were repaid in full.

20	Capital management

The Company’s capital management objectives are to maintain financial flexibility in order to pursue its strategy of organic and acquisition growth and to provide returns to its shareholders. The Company defines capital as the aggregate of its capital stock and borrowings.

Total managed capital is as follows:


	2019		2018
	$		$
Borrowings		36		9,378
Share capital		89,745		30,716

		89,781		40,094

The Company manages its capital structure in accordance with changes in economic conditions. In order to maintain or adjust its capital structure, the Company may elect to issue or repay financial liabilities, issue shares, repurchase shares, pay dividends or undertake any other activities as deemed appropriate under the specific circumstances. The Company is not subject to any externally imposed capital requirements.

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

21	Financial instruments and risk management

Credit risk

The Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.

The aging of trade receivables is as follows:


	2019		2018
	$		$
Not past due		5,121		3,844
1-30 days past due		323		271
31-60 days past due		1,347		932
61-90 days past due		688		239
91-120 days past due		533		240
Greater than 120 days past due		1,289		632

		9,301		6,158
Less: credit loss impairment		474		447

		8,827		5,711

The credit loss impairment was determined as follows:


	Expected loss rate			Loss allowance
				$
Not past due		0.4	%		20
1-30 days past due		0.1	%		—
31-60 days past due		1.3	%		18
61-90 days past due		3.9	%		27
91-120 days past due		20.0	%		107
Greater than 120 days past due		23.4	%		302

					474

Changes in credit loss impairment were as follows:


	2019			2018
	$			$
Beginning balance		447			236
Write-offs		(258	)		—
Impairment loss recognized		285			211

Ending balance		474			447

Liquidity risk

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they come due. The Company mitigates liquidity risk by management of working capital, cash flows, the issuance of share capital and the issuance of debt. Our trade and other payables are all due within twelve months from the date of these financial statements.

If unanticipated events occur that impact the Company’s ability to meet its forecast and continue to fund customer acquisition cost, infrastructure improvement, maintenance and administrative requirements, the Company may need to take additional measures to increase its liquidity and capital resources, including obtaining additional debt or equity financing or strategically altering the business forecast and

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

plan. In this case, there is no guarantee that the Company will obtain satisfactory financing terms or adequate financing. Failure to obtain adequate financing on satisfactory terms could have a material adverse effect on the Company’s results of operations or financial condition.

Market risk

Market risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk.

•

Foreign currency risk

Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from US dollar denominated cash, trade and other receivables, trade and other payables and borrowings in entities whose functional currency is other than US dollars. The net carrying value of these US denominated balances held in entities with Euro and Canadian dollars as their functional currency as at December 31, 2019 and 2018 presented in US dollars is as follows:


	2019						2018
	Euro			CAD			Euro			CAD
	$			$			$			$
Cash and cash equivalents		110			38,759			155			105
Trade and other receivables		636			2,109			259			1,412
Trade and other payables		(746	)		(33	)		(356	)		(104	)
Borrowings		—			—			—			(9,344	)

		—			40,835			58			(7,931	)

If there was a 1% strengthening of the US dollar against the Canadian dollar or the euro, there would be a corresponding increase (decrease) in net loss of:


	2019				2018
	Euro		CAD		Euro		CAD
	$		$		$		$
Cash and cash equivalents		1		298		2		1
Trade and other receivables		7		16		3		10
Trade and other payables		(8)		—		(4)		(1)
Borrowings		—		—		—		(69)

		—		314		1		(59)

There would be an equal and opposite impact if there was a 1% weakening of the Canadian dollar or the euro against the US dollar.

•

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to interest rate risk as at December 31, 2019 as there are no material long-term borrowings outstanding.

•

Other price risk

Other price risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risk as at December 31, 2019.

Fair values

The carrying values of cash and cash equivalents, trade and other receivables, trade and other payables and borrowings approximate fair values due to the short-term nature of these items or being carried at fair value or, for borrowings, interest payables are close to the current market rates. The risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.

DOCEBO INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2019 and 2018

(expressed in thousands of US dollars, except share amounts)

Financial instruments recorded at fair value on the consolidated statement of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

•

Level 1 — Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets.

•

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 — Significant unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Convertible promissory notes were classified as Level 3 financial instruments. The valuation method and significant assumptions used to determine the fair value of convertible promissory notes have been disclosed in the borrowings note. During the year, there were no transfers of amounts between levels.

22	Segmented information

The Company reports segment information based on internal reports used by the chief operating decision maker (“CODM”) to make operating and resource decisions and to assess performance. The CODM is the Chief Executive Officer. The CODM makes decisions and assesses performance of the Company on a consolidated basis such that the Company is a single reportable operating segment.

The following table presents details on revenues derived and details on property and equipment domiciled in the following geographical locations as at and for the years ended December 31, 2019 and 2018.

Revenue for the years ended December 31, 2019 and 2018:


	2019		2018
	$		$
North America		28,800		17,931
EMEA		12,643		9,143

Total		41,443		27,074

Property and equipment as at December 31, 2019 and 2018:


	2019		2018
	$		$
North America		468		194
EMEA		1,009		1,092

Total		1,477		1,286

ROU asset as at December 31, 2019:


	2019
	$
North America		1,319
EMEA		1,101

Total		2,420

Exhibit 4.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this management’s discussion and analysis of financial condition and results of operations (“MD&A”), unless the context indicates or requires otherwise, all references to the “Company”, “Docebo”, “we”, “us” or “our” refer to Docebo Inc., together with our subsidiaries, on a consolidated basis as constituted on December 31, 2019.

This MD&A for the fourth quarter and fiscal years ended December 31, 2019 and 2018 should be read in conjunction with the Company’s audited consolidated financial statements and the accompanying notes for the fiscal years ended December 31, 2019 and 2018. The financial information presented in this MD&A is derived from the Company’s audited consolidated financial statements for the fourth quarter and fiscal years ended December 31, 2019 and 2018 which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are in thousands of United States dollars except where otherwise indicated.

This MD&A is dated as of March 11, 2020.

Forward-looking Information

This MD&A contains “forward-looking information” and “forward-looking statements” (collectively, “forward- looking information”) within the meaning of applicable securities laws. Forward looking information may relate to our financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information.

In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or, “will”, “occur” or “be achieved”, and similar words or the negative of these terms and similar terminology. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

This forward-looking information includes, but is not limited to, statements regarding industry trends; our growth rates and growth strategies; addressable markets for our solutions; the achievement of advances in and expansion of our platform; expectations regarding our revenue and the revenue generation potential of our platform and other products; our business plans and strategies; and our competitive position in our industry.

This forward-looking information is based on our opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this prospectus, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

•

the Company’s ability to execute on its growth strategies;

•

the impact of changing conditions in the global corporate e-learning market;

•

increasing competition in the global corporate e-learning market in which the Company operates;

•

fluctuations in currency exchange rates and volatility in financial markets;

•

changes in the attitudes, financial condition and demand of our target market;

•

developments and changes in applicable laws and regulations; and

•

such other factors discussed in greater detail under the “Risk Factors” section of our Annual Information Form.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Summary of Factors Affecting our Performance” and in the “Risk Factors” section of our Annual Information Form dated March 11, 2020, which is available under our profile on SEDAR at www.sedar.com, should be considered carefully by prospective investors.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this MD&A represents our expectations as of the date specified herein, and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this MD&A is expressly qualified by the foregoing cautionary statements.

Additional information relating to Docebo, including our Final Prospectus, can be found on SEDAR at www.sedar.com.

Overview

At Docebo, our mission is to redefine the way enterprises, including their internal and external workforces, partners and customers, learn by applying new technologies to the traditional corporate LMS market. Founded in 2005, we provide an easy-to-use, highly configurable and affordable learning platform with the end-to-end capabilities and critical functionality needed to train internal and external workforces, partners and customers. Our solution allows our customers to take control of their desired training strategies and retain institutional knowledge, while providing efficient course delivery, tracking of learning progress, advanced reporting tools and analytics. Our robust platform helps our customers centralize a broad range of learning materials from peer enterprises and learners into one LMS to expedite and enrich the learning process, increase productivity and grow teams uniformly.

Our platform is now used by more than 1,800 companies of all sizes, providing access to learners situated around the world in a variety of languages. Our clients range from select small local businesses, with a focus on mid-sized enterprises, to large multi-nationals, including service, financial, technology and resource-based companies and consulting firms. Our platform is sold primarily through a direct sales force with offices in Toronto, Canada, Athens, Georgia (USA), Biassono, Italy and London, United Kingdom. We also have some relationships with resellers and other channel partners, such as human resource and payroll services providers.

Our cloud platform currently consists of three interrelated modules: (i) “Docebo Learn”; (ii) “Docebo Discover, Coach & Share”; and (iii) “Docebo Extended Enterprise”. Docebo Learn, our foundational module, helps learning administrators centralize, organize and distribute learning content, track certifications and measure results with customer analytics. Docebo Discover, Coach & Share provides learners with access to social learning by encouraging the sharing of knowledge through formal, social, interactive and experiential learning across an organization. Docebo Extended Enterprise allows businesses to manage multiple portals for different audiences with their own administration, branding and authentication, which demonstrates our commitment to our customers’ success.

in a relatively smooth revenue curve with good visibility into near-term revenue growth. We typically enter into subscription agreements with our customers, with pricing based on the number of end learners in the customer’s organization and the number of modules requested by the customer. Our goal is to continue to grow revenues arising from our existing customer base as well as adding new subscription customers to our platform. Our business does not have significant seasonal attributes, although historically the sales in the fourth quarter have tended to be slightly stronger than the first three. The Company operates on a global basis and for this reason has decided to report its consolidated financial results in U.S. dollars notwithstanding that the Company’s functional currency is the Canadian dollar. The Company does not currently hedge its exposure to fluctuations in Canadian dollar or other European currency denominated revenues and expenses.

On October 1, 2019, the Company filed articles of amendment to effect the change of the Company’s name from “Docebo Canada Inc.” to “Docebo Inc.” and to split all of its issued and outstanding common shares on the basis of 100 common shares for every one common share outstanding (the “Share Split”). All share and per share amounts for all periods presented in the MD&A and the Company’s audited consolidated financial statements have been adjusted retrospectively to reflect the Share Split.

On October 8, 2019, the Company completed an initial public offering (“IPO”) and its shares began trading on the Toronto Stock Exchange under the symbol “DCBO”.

Key Performance Indicators

We recognize subscription revenues ratably over the term of the subscription period under the provisions of our agreements with customers. The terms of our agreements, combined with high customer retention rates, provides us with a significant degree of visibility into our near-term revenues. Management uses a number of metrics, including the ones identified below, to measure the Company’s performance and customer trends, which are used to prepare financial plans and shape future strategy. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other companies.

•

Annual Recurring Revenue. We define Annual Recurring Revenue as the annualized equivalent value of the subscription revenue of all existing contracts (including Original Equipment Manufacturer (“OEM”) contracts) as at the date being measured, excluding non-recurring implementation, support and maintenance fees. Our customers generally enter into one to three year contracts and are non- cancelable or cancellable with penalty. All the customer contracts, including those for one-year terms, automatically renew unless cancelled by our customers. Accordingly, our calculation of Annual Recurring Revenue assumes that customers will renew the contractual commitments on a periodic basis as those commitments come up for renewal. Subscription agreements are subject to price increases upon renewal reflecting both inflationary increases and the additional value provided by our solutions. In addition to the expected increase in subscription revenue from price increases over time, existing customers may subscribe for additional features, learners or services during the term. We believe that this measure provides a fair real-time measure of performance in a subscription-based environment. Annual Recurring Revenue provides us with visibility for consistent and predictable growth to our cash flows. Our strong total revenue growth coupled with increasing Annual Recurring Revenue indicates the continued strength in the expansion of our business and will continue to be our target on a go-forward basis.

•

Net Dollar Retention Rate: We believe that our ability to retain and expand a customer relationship is an indicator of the stability of our revenue base and long-term value of our customers. We assess our performance in this area using a metric we refer to as Net Dollar Retention Rate. We compare the aggregate subscription fees contractually committed for a full month under all customer agreements (the “Total Contractual Monthly Subscription Revenue”) of our total customer base (excluding OEM partners) as of the beginning of each month to the Total Contractual Monthly Subscription Revenue of the same group at the end of the month. Net Dollar Retention Rate is calculated on a weighted average annual basis by first dividing the Total Contractual Monthly Subscription Revenue at the end of the month by the Total Contractual Monthly Subscription Revenue at the start of the month for the same group of customers.

Net Dollar Retention Rate and Annual Recurring Revenue for the fiscal years ended at December 31, 2019 and 2018, was as follows:


	2019			2018
Net Dollar Retention Rate		Greater than 100	%		Greater than 100	%
Annual Recurring Revenue (in millions of US dollars)⁽¹⁾		47.2			29.9

Note:

Historically, subscription revenue from OEM contracts (“OEM Subscription Revenue”) was excluded from our calculation of Annual Recurring Revenue. For the fourth quarter of the fiscal year ended December 31, 2019 and going forward, OEM Subscription Revenue will be included in Annual Recurring Revenue to provide a more comprehensive representation of our subscription revenue. The following table outlines our Annual Recurring Revenue for the last four quarters including OEM Subscription Revenue:


	2019
	Q1		Q2		Q3		Q4
Annual Recurring Revenue (in millions of US dollars)		33.5		36.9		41.7		47.2

Non-IFRS Measures and Reconciliation of Non-IFRS Measures

This MD&A makes reference to certain non-IFRS measures including key performance indicators used by management and typically used by our competitors in the software-as-a-service (“SaaS”) industry. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS and are therefore not necessarily comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures and SaaS metrics are used to provide investors with supplemental measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including SaaS industry metrics, in the evaluation of companies in the SaaS industry. Management also uses non-IFRS measures and SaaS industry metrics in order to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. The non-IFRS measures and SaaS industry metrics referred to in this MD&A include “Adjusted EBITDA” and “Free Cash Flow”.

Adjusted EBITDA

Adjusted EBITDA is used by management as a supplemental measure to review and assess operating performance and, in conjunction with the financial statements, provides a more comprehensive picture of factors and trends affecting our business. Management believes that Adjusted EBITDA is a useful measure of operating performance and our ability to generate cash-based earnings, as it provides a useful view of operating results by excluding the effects of financing and investing activities which removes the effects of interest, depreciation and amortization expenses as non-cash items that are not reflective of our underlying business performance, and other one-time or non-recurring expenses. The Company defines Adjusted EBITDA as net loss excluding taxes (if applicable), net finance expense, depreciation and amortization, loss on change in fair value of convertible promissory notes, loss on disposal of assets (if applicable), share-based compensation, transaction related expenses and foreign exchange gains and losses. Management believes that these adjustments are appropriate in making Adjusted EBITDA an approximation of cash-based earnings from operations before capital replacement, financing, and income tax charges. Adjusted EBITDA does not have a standardized meaning under IFRS and is not a measure of operating income, operating performance or liquidity presented in accordance with IFRS and is subject to important limitations. The Company’s definition of Adjusted EBITDA may be different than similarly titled measures used by other companies.

Adjusted EBITDA

The following table reconciles Adjusted EBITDA to net loss for the periods indicated:


	Three months ended December 31,						Fiscal year ended December 31,
	2019			2018			2019			2018
	$			$			$			$
Net loss		(3,299	)		(3,160	)		(11,914	)		(11,651	)
Finance expense, net⁽¹⁾		89			202			796			666
Depreciation and amortization⁽²⁾		99			49			693			169
Loss on change in fair value of convertible promissory notes⁽³⁾		—			525			776			2,083
IPO issuance costs⁽⁴⁾		705			—			1,946			—
Share-based compensation⁽⁵⁾		408			46			659			253
Foreign exchange loss⁽⁶⁾		878			403			922			605

Adjusted EBITDA		(1,120	)		(1,935	)		(6,122	)		(7,875	)

Notes:

(1)

Finance expense is primarily related to interest and accretion expense on the Credit Facility (as defined below), secured debentures and convertible promissory notes. In addition, finance expense for the three months and fiscal year ended December 31, 2019 also includes net finance expense of $71 and $278, respectively, on lease obligations as a result of the adoption of IFRS 16 – Leases effective January 1, 2019.

(2)

Depreciation and amortization expense is primarily related to depreciation expense on right-of-use assets and property and equipment. As a result of the adoption of IFRS 16 – Leases effective January 1, 2019 depreciation and amortization expense for the three months and fiscal year ended December 31, 2019 includes amortization expense on right-of-use assets of $138 and $570, respectively.

(3)

These costs are related to the change in valuation of our convertible promissory notes from period to period, which is a non-cash expense and is thus not indicative of our operating profitability. These costs should be adjusted for in accordance with management’s view of Adjusted EBITDA as an approximation of cash-based earnings from operations before capital replacement, financing, and income tax charges. In May 2019, these convertible promissory notes were converted into common shares. There will be no further impact on our results of operations from such convertible promissory notes and the Company does not currently intend to issue any additional convertible promissory notes.

(4)	These expenses are related to our IPO and include professional, legal, consulting and accounting fees that are non-recurring and would otherwise not have been incurred and are not considered an expense indicative of continuing operations.

(5)	These expenses represent non-cash expenditures recognized in connection with the issuance of share-based compensation to our employees and directors.

(6)	These non-cash losses relate to foreign exchange translation.

Free Cash Flow

Free Cash Flow is defined as cash used in operating activities less additions to property and equipment. The following table reconciles our cash flow used in operating activities to Free Cash Flow:


	Three months ended December 31,					Fiscal year ended December 31,
	2019			2018		2019			2018
	$			$		$			$
Cash flow used in operating activities		(3,493	)		23		(4,582	)		(2,300	)
Additions to property and equipment		(60	)		—		(366	)		(410	)

Free Cash Flow		(3,553	)		23		(4,948	)		(2,710	)

Summary of Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors, including those described below. While each of these factors presents significant opportunities for our business, they also pose important challenges, some of which are discussed below and in the “Risk Factors” section of the Final Prospectus dated October 1, 2019.

Market adoption of our SaaS platform

We intend to continue to drive adoption of our SaaS platform by scaling our solutions to meet the needs of both new and existing customers of all types and sizes. We believe that there is significant potential to increase penetration of our total addressable market and attract new customers. We plan to do this by further developing our products and services as well as continuing to invest in marketing strategies tailored to attract new businesses to our platform, both in our existing geographies and new markets around the world. We plan to continue to invest in our platform to expand our customer base and drive market adoption. The success of our operations may fluctuate as we make these investments.

Up-selling with existing customers

Our existing customers represent a significant opportunity to up-sell additional functionality with limited incremental sales and marketing expense. We plan to continually invest in product development and sales and marketing to add additional solutions to our platform as well as increase the usage and awareness of our platform. Our future revenue growth and our ability to achieve and maintain profitability is dependent upon our ability to maintain existing customer relationships and to continue to expand our customers’ use of our platform.

Scaling our sales and marketing team

Our ability to achieve significant growth in future revenue will largely depend upon the effectiveness of our sales and marketing efforts. The majority of our sales and marketing efforts are accomplished in-house and we believe the strength of our sales and marketing team is critical to our success. We have invested, and intend to continue to invest meaningfully, in the expansion of our sales force and consequently, we anticipate that our headcount will continue to increase as a result of these investments.

Foreign currency

Our functional currency is Canadian dollars and the local currency for each of the subsidiaries and our presentation currency is the U.S. dollar. Our results of operations are converted from our functional currency to U.S. dollars using the average foreign exchange rates for each period presented. As a result, our results of operations will be adversely impacted by a decrease in the value of the U.S. dollar relative to the Euro and Canadian dollar. See “Risk Factors” section of our Final Prospectus dated October 1, 2019 for a discussion on exchange rate fluctuations and their potential negative effect on our results of operations.

Natural disasters, public health crises, political crises, or other catastrophic events

Key Components of Results of Operations

Docebo has always been operated and managed as a single economic entity, notwithstanding the fact that it has operations in several different countries. There is one management team that directs the activities of all aspects of the company and it is managed globally through global department heads. As a result, we believe that we have one reporting segment, being the consolidated company. Over time, this may change as the company grows and when this occurs we will reflect the change in our reporting practice.

Revenue

We generate revenue from the following two primary sources:

•

Recurring Subscriptions to Our Learning Platform and Related Products. Our customers enter into agreements that provide for recurring subscription fees. The majority of the customer agreements currently being entered into have a term of one to three years and are non-cancelable or cancellable with penalty. All the customer agreements, including those for one-year terms, automatically renew unless cancelled by our customers. Subscription revenue per contract will vary depending upon the particular products that each customer subscribes for, the number and type of learners intended to utilize the platform and the term of the agreement. Subscription revenue is typically recognized evenly over the life of a contract, commencing on the in-service date and terminating on the end date of the agreement.

•

Professional Services. Our clients generally require support in implementing our product and training their learners. This support can include system integration, application integration, learner training and any required process-change analysis. Normally, these services are purchased at the same time as the original customer agreement is completed and are usually delivered during the 90 days immediately following the effective date of the customer agreement. When customer agreements are renewed, there is not typically a need for additional professional services so as overall revenue increases over time, the percentage of revenue that is generated from professional services will decrease. Revenues derived from professional services are recognized over the term that the service is provided and proportionately to the work performed.

Our agreements generally do not contain any cancellation or refund provisions without penalty, other than in the case of our default.

Cost of Revenue

Cost of revenue is comprised of costs related to hosting our learning platform and related products and the delivery of professional services. Significant expenses included in cost of revenue include employee wages and benefits expenses, web hosting fees and partner fees.

Operating Expenses

Our primary operating expenses are as follows:

•

General and Administrative. General and administrative expenses are comprised primarily of employee salaries and benefits expenses for our administrative, finance, legal and human resources teams, rent, travel and general office and administrative expenses, consulting and professional fees and credit impairment losses. We anticipate increases to general and administrative expenses as we incur the costs of compliance associated with being a public company, including increased accounting and legal expenses. However, as the Company grows, we expect that general and administrative expenses will decrease as a percentage of revenue.

•

Sales and Marketing. Sales and marketing expenses are comprised primarily of employee salaries and benefits related to our sales and marketing teams, amortization of contract acquisition costs and

advertising and marketing events. To implement our growth strategy, we intend to continue to grow our sales and marketing teams. As the Company continues to grow, we expect sales and marketing expenses to increase, while these expenses may fluctuate from year to year, consistent with our overall growth.

•

Research and Development. Research and development expenses are comprised primarily of employee salaries and benefits related to our research and development team, consulting and professional fees and web hosting fees. Our research and development team is focused on both continuous improvement in our existing learning platform, as well as developing new product modules and features. In the immediate future, as Docebo’s growth continues, we expect our research and development costs to increase proportionately, however, over time we believe it is reasonable to expect that they would decline as a percentage of revenue.

•

Share-based compensation. Share-based compensation expenses are comprised of the value of stock options granted to employees expensed over the vesting period of the options and the deferred share units (“DSUs”). The Company’s Board of Directors may fix, from time to time, a portion of the total compensation (including annual retainer) paid by the Company to a director in a calendar year for service on the Board (the “Director Fees”) that are to be payable in the form of DSUs.

•

Foreign exchange loss/gain. Foreign exchange loss/gain primarily relates to translation of monetary assets and liabilities denominated in foreign currencies being translated into functional currencies at the foreign exchange rate applicable at the end of each period.

•

Depreciation and amortization. Depreciation and amortization expense primarily relates to depreciation on property and equipment and amortization of right-of-use assets. Property and equipment are comprised of furniture and office equipment, leasehold improvements and land and building. Right-of-use assets relate to the adoption of IFRS 16 on January 1, 2019 which requires all major leases to be recognized on the statement of financial position.

Other Expenses

•

Loss on change in fair value of convertible promissory notes. These costs include costs with respect to the change in valuation of the Company’s convertible promissory notes from period to period. In May 2019, these convertible promissory notes were converted into common shares and there will be no further impact on our results of operations from such convertible promissory notes.

•

Finance expense. These costs include interest on secured debentures, interest on convertible promissory notes, interest on lease obligations and bank fees.

•

Other income. Other income is primarily comprised of rental income from subleasing office space.

Results of Operations

The following table outlines our consolidated statements of loss and comprehensive loss for the three months and fiscal years ended December 31, 2019 and 2018:


	Three months ended December 31,				Fiscal year ended December 31,
	2019		2018		2019		2018
	$		$		$		$
Revenue		12,298		8,049		41,443		27,074
Cost of revenue		2,286		1,523		8,261		5,650

Gross profit		10,012		6,526		33,182		21,424


Operating expenses
General and administrative	4,423		3,573		15,872		10,940
Sales and marketing	4,555		3,067		16,266		11,630
Research and development	2,776		1,980		8,579		6,612
Share-based compensation	408		46		659		253
Foreign exchange loss	820		284		922		775
Depreciation and amortization	99		49		693		169

	13,081		8,999		42,991		30,379

Operating loss	(3,069	)	(2,473	)	(9,809	)	(8,955	)
Finance expense, net	89		202		796		666
Loss on change in fair value of convertible promissory notes	—		525		776		2,083
Other income	(19	)	(40	)	(76	)	(53	)

Loss before income taxes	(3,139	)	(3,160	)	(11,305	)	(11,651	)

Income tax expense	160		—		609		—

Net loss for the year	(3,299	)	(3,160	)	(11,914	)	(11,651	)

Other comprehensive loss
Item that may be reclassified subsequently to income:
Exchange gain on translation of foreign operations	(583	)	(411	)	(652	)	(819	)
Item not subsequently reclassified to income:
Actuarial loss	80		10		110		41

	(503	)	(401	)	(542	)	(778	)

Comprehensive loss	(2,796	)	(2,759	)	(11,372	)	(10,873	)

Net loss attributable to:
Equity owners of the Company	(3,299	)	(3,160	)	(11,914	)	(11,272	)
Non-controlling interests (Note 10)	—		—		—		(379	)

	(3,299	)	(3,160	)	(11,914	)	(11,651	)

Loss per share—basic and diluted	(0.12	)	(0.14	)	(0.49	)	(0.52	)
Weighted average number of common shares outstanding—basic and diluted (Note 13)	28,046,591		21,543,068		24,363,789		21,543,100

Review of Operations for the three months and fiscal years ended December 31, 2019 and 2018

Revenue


	Three months ended December 31,									Fiscal year ended December 31,
	2019 $		2018 $		Change $		Change %			2019 $		2018 $		Change $		Change %
Subscription Revenue		11,247		7,365		3,882		53	%		37,283		23,881		13,402		56	%
Professional Services		1,051		684		367		54	%		4,160		3,193		967		30	%

Total Revenue		12,298		8,049		4,249		53	%		41,443		27,074		14,369		53	%

Revenue increased from $8.0 million to $12.3 million or 53% for the three months ended December 31, 2019 as compared to the equivalent period in the prior year. For the fiscal year ended December 31, 2019 and 2018 revenues were $41.4 million and $27.1 million, respectively, an increase of $14.4 million or 53%. In both periods, the significant revenue increase was primarily attributable to revenue from new customers, as the number of customers rose from 1,540 as at December 31, 2018 to 1,808 as at December 31, 2019 and the average contract value per customer increased from approximately $19 as at December 31, 2018 to approximately $26 as at December 31, 2019. Average contract value is calculated as total Annual Recurring Revenue divided by the number

of active customers. All references to the number of customers or companies we serve include separate accounts per customer.

Subscription revenue increased from $7.4 million to $11.2 million or 53% in the fourth quarter of 2019 as compared to the same quarter in 2018 and from $23.9 million to $37.3 million or 56% for the fiscal years ended December 31, 2019 as compared to the same period in the prior year.

Revenues from professional services increased by $0.4 million or 54% in the fourth quarter of 2019 as compared to the same quarter in 2018 and by $1.0 million or 30% for the fiscal year ended December 31, 2019 as compared to the same period in the prior year. Increase in revenue attributed to professional services is primarily associated with sales of new subscriptions.

Cost of Revenue


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
Cost of revenue		2,286			1,523			763		50	%		8,261			5,650			2,611		46	%
Percentage of total revenue		18.6	%		18.9	%							19.9	%		20.9	%

Cost of revenue increased from $1.5 million to $2.3 million or 50% for the three months ended December 31, 2019 as compared to the equivalent period in the prior year and increased from $5.7 million to $8.3 million or 46% for the fiscal year ended December 31, 2019 as compared to the equivalent period in the prior year. The period over period absolute increases in cost of revenue were closely related to the increase in revenue.

Gross profit


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
Gross profit		10,012			6,526			3,486		53	%		33,182			21,424			11,758		55	%
Percentage of total revenue		81.4	%		81.1	%							80.1	%		79.1	%

Gross profit, being revenue less cost of revenues, increased from $6.5 million to $10.0 million and improved from 81.1% of revenue to 81.4% of revenue for the three months ended December 31, 2019 as compared to the three months ended December 31, 2018. For the fiscal year ended December 31, 2019, gross profit increased from $21.4 million to $33.2 million and improved from 79.1% to 80.1% as compared to the prior year’s fiscal year. The improvement is primarily due to the realization of some benefit of scale in our infrastructure cost structure. As we continue to grow our revenues, we anticipate that we will continue to realize an improved gross profit margin, but the incremental benefits will reduce over time.

Operating Expenses


	Three months ended December 31,									Fiscal year ended December 31,
	2019		2018		Change		Change			2019		2018		Change		Change
	$		$		$		%			$		$		$		%
General and administrative		4,423		3,573		850		24	%		15,872		10,940		4,932		45	%
Sales and marketing		4,555		3,067		1,488		49	%		16,266		11,630		4,636		40	%
Research and development		2,776		1,980		796		40	%		8,579		6,612		1,967		30	%
Share-based compensation		408		46		362		787	%		659		253		406		160	%
Foreign exchange loss		820		284		536		189	%		922		775		147		19	%


Depreciation and amortization	99	49	50	102	%	693	169	524	310	%

Total operating expenses	13,081	8,999	4,082	45	%	42,991	30,379	12,612	42	%

General and Administrative Expenses


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
General and administrative		4,423			3,573			850		24	%		15,872			10,940			4,932		45	%
Percentage of total revenue		36.0	%		44.4	%							38.3	%		40.4	%

General and administrative expenses increased from $3.6 million to $4.4 million or 24% for the three months ended December 31, 2019 as compared to the equivalent period in the prior year and increased from $10.9 million to $15.9 million or 45% for the fiscal year ended December 31, 2019 as compared to the equivalent period in the prior year. The increase in both period comparatives was primarily due to higher salaries and benefits and office costs from an increase in personnel required to support the Company’s growing operations. We also experienced an increase in consulting and professional fees as a result of the IPO. Our general and administrative expenses as a percentage of total revenue decreased from 44.4% to 36.0% for the three months ended December 31, 2018 and December 31, 2019, respectively, and decreased from 40.4% to 38.3% for the fiscal years ended December 31, 2018 and December 31, 2019, respectively. We expect that our general and and administrative expenses as a percentage of revenue will decrease in the future as a result of IPO related expenses incurred in the current fiscal year that are non- recurring.

Sales and Marketing Expenses


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
Sales and marketing		4,555			3,067			1,488		49	%		16,266			11,630			4,636		40	%
Percentage of total revenue		37.0	%		38.1	%							39.2	%		43.0	%

Sales and marketing expenses increased from $3.1 million to $4.6 million or 49% for the three months ended December 31, 2019 as compared to the equivalent period in the prior year and increased from $11.6 million to $16.3 million or 40% for the fiscal year ended December 31, 2019 as compared to the equivalent period in the prior year. The increase was due to the Company’s continued focus on growing its subscription revenue in multiple jurisdictions, necessitating an increase in the number of employees and related employee salaries and wages. These additional employees are required to support our sales expansion in new markets, as well as servicing the growing customer base. We will continue to add staff in this area and incrementally invest in advertising and marketing events resulting in higher sales and marketing costs for so long as we can efficiently increase our revenue base. Our sales and marketing expenses as a percentage of total revenue decreased from 38.1% to 37.0% for the three months ended December 31, 2018 and December 31, 2019, respectively, and decreased from 43.0% to 39.2% for the fiscal years ended December 31, 2018 and December 31, 2019, respectively.

Our sales and marketing expenses as a percentage of total revenue will fluctuate quarterly within any given year based on the timing of advertising and marketing events; therefore, expressing sales and marketing expenses as a percentage of total revenue for any given quarter is not necessarily indicative of annual results. As we grow, these fluctuations in sales and marketing expenses as a percentage of total revenue which are attributable to the fluctuations in the timing of advertising and marketing events will diminish. Our long term expectation for sales and marketing expense as a percentage of total revenue is to be in the 35% to 40% range.

Research and Development Expenses


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
Research and development		2,776			1,980			796		40	%		8,579			6,612			1,967		30	%
Percentage of total revenue		22.6	%		24.6	%							20.7	%		24.4	%

Research and development expenses increased from $2.0 million to $2.8 million or 40% for the three months ended December 31, 2019 as compared to the equivalent period in the prior year and increased from $6.6 million to $8.6 million or 30% for the fiscal year ended December 31, 2019 as compared to the equivalent period in the prior year. The increase in both period comparatives was due to the Company’s continued focus on maintaining and improving its platform and developing related new products. The majority of the increase in costs related to an increase in employees resulting in higher salaries and wages and, to a lesser extent, due to a change in the fourth quarter in the policy of the Italian Government with respect to qualification of R&D tax credits resulting in $0.3 million provision reversal. Research and development expenses will continue to grow as the Company maintains its efforts to keep its product at the leading edge of learning technology and builds new features on the current platform. Our research and development expenses as a percentage of total revenue decreased from 24.6% to 22.6% for the three months ended December 31, 2018 and December 31, 2019, respectively, and decreased from 24.4% to 20.7% for the fiscal years ended December 31, 2018 and December 31, 2019, respectively.

Share-Based Compensation


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
Share-based compensation		408			46			362		787	%		659			253			406		160	%
Percentage of total revenue		3.3	%		0.6	%							1.6	%		0.9	%

Share-based compensation expense increased from $46 to $408 or 787% for the three months ended December 31, 2019 as compared to the equivalent period in the prior year and increased from $253 to $659 or 160% for the fiscal year ended December 31, 2019 as compared to the equivalent period in the prior year. The increase is primarily due to the additional stock options and DSUs granted in the fourth quarter of 2019 in association with the IPO.

Foreign exchange loss/gain


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
Foreign exchange loss		820			284			536		189	%		922			775			147		19	%
Percentage of total revenue		6.7	%		3.5	%							2.2	%		2.9	%

Foreign exchange loss/gain primarily relates to translation of monetary assets and liabilities denominated in foreign currencies being translated into functional currencies at the foreign exchange rate applicable at the end of each period. The change in foreign exchange loss/gain is primarily attributable to the change in Canadian dollar and Euro compared to the U.S. dollar for the periods presented.

Depreciation and amortization


	Three months ended December 31,											Fiscal year ended December 31,
	2019			2018			Change		Change			2019			2018			Change		Change
	$			$			$		%			$			$			$		%
Depreciation and amortization		99			49			50		102	%		693			169			524		310	%
Percentage of total revenue		0.8	%		0.6	%							1.7	%		0.6	%

Depreciation and amortization expense was $99 and $693, respectively for the three and twelve month periods ended December 31, 2019 compared to $49 and $169 for the comparable periods in 2018. The increase in depreciation and amortization expense is primarily due to the adoption of IFRS 16 accounting standard on January 1, 2019 which requires recognition of right-of-use assets for all major leases which are subsequently depreciated over the term of the lease. Our depreciation and amortization expense as a percentage of total revenue increased from 0.6% to 0.8% for the three months ended December 31, 2018 and December 31, 2019, respectively, and increased from 0.6% to 1.7% for the fiscal years ended December 31, 2018 and December 31, 2019, respectively.

Non-operating items


	Three months ended December 31,										Fiscal year ended December 31,
	2019		2018		Change			Change			2019		2018		Change			Change
	$		$		$			%			$		$		$			%
Finance expense, net		89		202		(113	)		(56	)%		796		666		130			20	%
Loss on change in fair value of convertible promissory notes		—		525		(525	)		(100	)%		776		2,083		(1,307	)		(63	)%

Finance expense

Finance expense decreased from $202 to $89 for the three months ended December 31, 2019 as compared to the equivalent period in the prior year. This decrease was due to the repayment of the Credit Facility (as defined below) at the beginning of the fourth quarter in fiscal 2019. On a year-over-year basis, finance expense increased from $666 to $796 which is primarily due to accretion expense on lease obligations from adoption of IFRS 16 which was partly offset by a decrease in interest expense relating to financing activities that were repaid with the proceeds from the IPO.

Loss on change in fair value of convertible promissory notes

Loss on change in fair value of convertible promissory notes is related to the change in fair value of the convertible promissory notes being driven by the increase in value of common shares of the Company. In May 2019, these convertible promissory notes were converted into common shares. There will be no further impact on our results of operations from such convertible promissory notes.

Selected Annual Information


	2019			2018			2017
	$			$			$
Revenue		41,443			27,074			17,126
Net loss for the year		(11,914	)		(11,651	)		(8,240	)
Net loss attributable to equity owners of the Company		(11,914	)		(11,272	)		(7,314	)
Loss per share - basic and diluted		(0.49	)		(0.52	)		(0.43	)
Total assets		63,860			13,300			9,502
Total liabilities		32,479			30,076			4,194

Revenue

For the years ended December 31, 2019 and 2018, revenues were $41.4 million and $27.1 million, respectively. In each fiscal year, the significant revenue increase was primarily attributable to revenue from new customers, as the number of customers rose from 1,540 as at December 31, 2018 and 1,808 as at December 31, 2019 and the average contract value per customer increased from approximately $19 as at December 31, 2018, to approximately $26 as at December 31, 2019. Average contract value is calculated as total ARR divided by the number of active customers. Professional services revenue increased by $1.0 million or 30% in 2019 as compared to 2018. Increase in revenue attributed to professional services is primarily associated with sales of new subscriptions.

Net loss

For the years ended December 31, 2019 and 2018, net loss was $11.9 million and $11.7 million, respectively. In each fiscal year, the increase in net loss was primarily attributable to the increase in operating expenses of $43.0 million and $30.4 million for the years ended December 31, 2019 and 2018, respectively. The increase in operating expenses for each year presented was consistent with increases in revenue, and was primarily due to higher salaries and benefits related to an increase in headcount, other operating costs required to support the Company’s growing operations and an increase in consulting and professional fees as a result of the IPO. Net loss in fiscal 2019 and 2018 also increased due to recognition of loss on change in fair value of convertible promissory notes in the amount of $776 and $2,083, respectively.

Total Assets

Total assets increased $50.6 million or 380% from Fiscal 2019 to Fiscal 2018, with cash and cash equivalents accounting for $42.5 million of the increase, largely due to the proceeds raised from the IPO. Trade and other receivables increased by $4.0 million reflecting growth in revenue. The Company also recognized right-of-use assets (“ROU assets”) of $2.4 million and net investment in finance lease of $0.4 million as at December 31, 2019 from the adoption of IFRS 16 on January 1, 2019.

Total Liabilities

Total liabilities increased $2.4 million or 8% from Fiscal 2019 to Fiscal 2018. The main drivers of the increase was deferred revenue and lease obligations, increasing $5.3 million and $3.4 million, respectively. The growth in sales of our subscription revenue offering resulted in an increase of deferred revenue while the adoption of IFRS 16 resulted in the lease obligations in fiscal 2019 related to obtaining ROU assets. Additionally, trade and other payables increased by $2.8 million due to increased expenses incurred with the Company’s growth and employee benefit obligations increased by $0.5 million due to an increase in the provision and actuarial loss slightly offset by a decrease in payments. These increases were partly offset by a decrease in borrowings of $9.3 million through repayment of the secured debentures and convertible promissory notes in Fiscal 2019 from IPO proceeds that were outstanding as of December 31, 2018.

Quarterly Results of Operations

The following table sets forth selected unaudited quarterly statements of operations data for each of the eight quarters commencing March 31, 2018 and ending December 31, 2019. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements for the year ended December 31, 2019, except for the impact of IFRS 16 that was adopted on January 1, 2019. This data should be read in conjunction with our audited annual financial statements for the year ended December 31, 2019. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.


	Three months ended
	December			September			June 30,			March 31,			December			September			June 30,			March 31,
(In thousands of US dollars,	31, 2019			30, 2019			2019			2019			31, 2018			30, 2018			2018			2018
except per share data)	$			$			$			$			$			$			$			$
Revenue		12,298			10,587			9,923			8,636			8,050			6,892			6,436			5,697
Net loss before income taxes		(3,139	)		(3,293	)		(2,336	)		(2,537	)		(3,160	)		(2,114	)		(3,448	)		(2,930	)
Net loss attributable to equity owners of the Company		(3,299	)		(3,742	)		(2,336	)		(2,537	)		(3,160	)		(2,114	)		(3,448	)		(2,552	)
Loss per share - basic and diluted		(0.12	)		(0.16	)		(0.10	)		(0.11	)		(0.14	)		(0.09	)		(0.15	)		(0.14	)

Revenue

Our total quarterly revenue increased sequentially for all periods presented due primarily to increased sales to existing and new customers. The increase in total revenue was due to increases in both subscription revenues and professional services revenue. We cannot assure you that this pattern of sequential growth in revenue will continue.

Expenses

Total cost of revenue and operating expenses generally increased sequentially for each period presented. Cost of revenue increased to support the increase in revenue and total operating expenses increase was primarily due to the additional resources such as headcount required to support our growing business in all areas of the Company as well as higher sales and marketing expenses required to attract additional customers.

Liquidity, Capital Resources and Financing

Overview

The general objectives of our capital management strategy are to preserve our capacity to continue operating, provide benefits to our stakeholders and provide an adequate return on investment to our shareholders by selling our platform and services at a price that is commensurate with the level of operating risk we assume. We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

Working Capital

Our primary source of cash flow is revenue from operations, equity capital raises totaling $52.4 million including proceeds, net of underwriting commissions from our IPO completed on October 8, 2019 and net debt financing through the Credit Facility (as defined below). Our approach to managing liquidity is to ensure, to the extent possible, that we always have sufficient liquidity to meet our liabilities as they become due. We do so by monitoring cash flow and performing budget-to-actual analysis on a regular basis.

Working capital surplus as at December 31, 2019 was $30.6 million. On July 25, 2019, the Company entered into a revolving term credit facility (the “Credit Facility”) with the Toronto-Dominion Bank, which provides for a maximum availability of up to $15 million all of which was available as at December 31, 2019. Immediately upon closing of the Credit Facility, $7 million was drawn to repay the secured debentures previously issued to certain shareholders of the Company and certain of their affiliates, being Klass.com Subsidiary LLC; Klass Capital Corporation, an affiliate of Klass.com Subsidiary LLC; Intercap Income Inc., an affiliate of Intercap Equity Inc. and Gresilent Holding Srl, an entity that Claudio Erba beneficially owns and controls or directs. The facility may be drawn in either U.S. or Canadian dollars by way of Canadian prime rate loans, U.S. base rate loans or LIBOR loans bearing interest at the Canadian prime lending rate plus applicable margin, U.S. base rate plus applicable margin or LIBOR for the interest period plus applicable margin.

On October 16, 2019, the Company repaid the full balance of the Credit Facility outstanding of $7 million from the net proceeds of the IPO.

In addition to cash balances including proceeds, net of issuance costs, of $52.4 million from IPO completed on October 8, 2019, the Credit Facility with the availability of up to $15 million may be drawn to meet ongoing working capital requirements. Our principal cash requirements are for working capital. Given our existing cash and cash equivalents and the funds available from the Credit Facility, along with net proceeds obtained from our IPO, we believe there is sufficient liquidity to meet our current and short-term growth requirements in addition to our long- term strategic objectives.

Cash Flows

The following table presents cash and cash equivalents as at December 31, 2019 and 2018, and cash flows from operating, investing, and financing activities for the fiscal years ended December 31, 2019 and 2018:


	Fiscal year ended December 31,
	2019			2018
	$			$
Cash and cash equivalents		46,278			3,756

Net cash provided by (used in):
Operating activities		(4,582	)		(2,300	)
Investing activities		(366	)		(410	)
Financing activities		47,367			3,290
Effect of foreign exchange on cash and cash equivalents		103			(185	)

Net increase in cash and cash equivalents		42,522			395

Cash Flows Used in Operating Activities

Cash flows used in operating activities for the fiscal year ended December 31, 2019 were $4.6 million compared to $2.3 million for the fiscal year ended December 31, 2018. The increase in cash outflows from operating activities was primarily the result of $2.5 million of additional cash outflow from changes in working capital during the fiscal year ended December 31, 2019 compared to the equivalent period the year prior. Additionally, as a result of non- cash change in the fair value of the convertible promissory notes, cash flows from operating activities decreased $1.3 million from Fiscal 2018 to 2019. These outflows were partly offset by increases in non-cash activities including depreciation and amortization of $0.5 million due to recognition of ROU assets in Fiscal 2019, share- based compensation of $0.4 million due to additional stock options and DSUs granted during Fiscal 2019 and unrealized foreign exchange loss of $0.3 million due to fluctuation foreign exchange rates.

Cash Flows Used in Investing Activities

Cash flows used in investing activities for the fiscal year ended December 31, 2019 were $0.4 million compared to $0.4 million for the fiscal year ended December 31, 2018. The slight decrease in cash outflows for investing activities was due to less additions to property and equipment during Fiscal 2019 compared to 2018.

Cash Flows from Financing Activities

Cash flows from financing activities for the fiscal year ended December 31, 2019 were $47.4 million compared to $3.3 million for the fiscal year ended December 31, 2018. The increase in cash inflows from financing activities of $43.9 million was mainly due to the closing of our IPO on October 8, 2019 which yielded proceeds of $52.4 million net of issuance costs. This inflow was partly offset by the net repayment of borrowings of $4 million during the fiscal year.

Credit Facility

On July 25, 2019, the Company secured the Credit Facility from Toronto-Dominion Bank (the “Lender”), which provides for the availability of up to $15 million (the “Commitment”) of which $15 million was available as at December 31, 2019. The amount available to be drawn under the Credit Facility from time to time is equal to the lesser of (i) the Commitment and (ii) an amount equal to the trailing one-month consolidated recurring revenue of the Company (“MRR”) multiplied by six multiplied by the trailing 12-month gross retention rate percentage on MRR (which rate shall not exceed 100%), minus the amount of any statutory prior claims then in existence. The Credit Facility will mature on July 25, 2022 (the “Maturity Date”). The Maturity Date may be extended for an additional 364 days, at the discretion of the Lender, upon the Company providing written notice to the Lender requesting such an extension. Interest on the drawn facility is set at LIBOR plus 2.75%. The standby fee on the undrawn balance is 0.50%.

Immediately upon closing of the Credit Facility, $7 million was drawn to repay the secured debentures previously issued to certain shareholders of the Company and certain of their affiliates, being Klass.com Subsidiary LLC; Klass Capital Corporation, an affiliate of Klass.com Subsidiary LLC; Intercap Income Inc., an affiliate of Intercap Equity Inc. and Gresilent Holding Srl, an entity that Claudio Erba beneficially owns and controls or directs.

On October 16, 2019, the Company repaid the full balance of the Credit Facility outstanding of $7 million from the net proceeds of the IPO. As at December 31, 2019, no further balance has been drawn from the Credit Facility.

Use of Proceeds from the IPO

As a result of the completed IPO on October 8, 2019, the Company raised net proceeds of $52.4 million. With these proceeds, the Company repaid the full balance of the Credit Facility outstanding of $7 million on October 16, 2019. The remaining proceeds have been placed in cash and cash equivalents that include short-term investments in highly liquid marketable securities, having a term to maturity of three months or less. The Company’s use of proceeds from the IPO has not changed from the disclosure set forth in the “Use of Proceeds” section of our Final Prospectus dated October 1, 2019 to the date of this MD&A.

Contractual Obligations

During the fiscal year ended December 31, 2019, there were no significant changes in the Company’s contractual obligations other than the Credit Facility described above.

Off-Balance Sheet Arrangements

We have not entered into off-balance sheet financing arrangements. Except for operating leases not recognized as ROU assets under IFRS 16, all of our liabilities and commitments are reflected as part of our statement of financial position. From time to time, we may be contingently liable with respect to litigation and claims that arise in the normal course of operations.

See “Change in Accounting Policies” below for more details on adoption of IFRS 16.

Related Party Transactions

We have no related party transactions, other than those noted in our audited consolidated financial statements, which are summarized below. These related party transactions are with key members of management and directors of the Company, specifically Claudio Erba, Martino Bagini, Alessio Artuffo, Fabio Pirovano, Francesca Bossi, Jason Chapnik, James Merkur, Steven E. Spooner, Daniel Klass, Kristin Halpin Perry, William Anderson, Klass Capital Corporation, an affiliate of Klass.com Subsidiary LLC and with Logan Peak Capital Inc., an entity that is beneficially owned, controlled or directed, directly or indirectly, by James Merkur, in respect of compensation for services provided to the Company. Compensation expense for these persons for the years ended December 31, 2019 and 2018 is as follows:


	2019		2018
	$		$
Salaries and benefits		2,057		1,832
Share-based compensation		1,995		241

		4,052		2,073

In May 2019, the Company issued $3 million of additional secured debentures to certain shareholders of the Company and certain of their affiliates, being Klass.com Subsidiary LLC; Klass Capital Corporation, an affiliate of Klass.com Subsidiary LLC; Intercap Income Inc., an affiliate of Intercap Equity Inc. and Gresilent Holding Srl, an entity that Claudio Erba beneficially owns and controls or directs. These secured debentures were issued to provide additional financing for the Company’s ongoing operations.

On July 26, 2019, $7 million was drawn from the Credit Facility to repay all outstanding secured debentures previously issued to certain shareholders of the Company and certain of their affiliates, being Klass.com Subsidiary LLC; Klass Capital Corporation, an affiliate of Klass.com Subsidiary LLC; Intercap Income Inc., an affiliate of Intercap Equity Inc. and Gresilent Holding Srl, an entity that Claudio Erba beneficially owns and controls or directs.

Financial Instruments and Other Instruments

Credit Risk

Generally, the carrying amount in our consolidated statement of financial position exposed to credit risk, net of any applicable provisions for losses, represents the maximum amount exposed to credit risk.

Our credit risk is primarily attributable to our cash and cash equivalents and trade receivables. We do not require guarantees from our customers. Credit risk with respect to cash and cash equivalents is managed by maintaining balances only with high credit quality financial institutions.

Due to our diverse customer base, there is no particular concentration of credit risk related to our trade receivables. Moreover, balances for trade receivables are managed and analyzed on an ongoing basis to ensure allowances for doubtful accounts, which are established and maintained at an appropriate amount.

We estimate anticipated losses from doubtful accounts based upon the expected collectability of all accounts receivable, which estimate takes into account the number of days past due, collection history, identification of specific customer exposure and current economic trends. An impairment loss on trade receivables is calculated as the difference between the carrying amount and the present value of the estimated future cash flow. Impairment losses are charged to general and administrative expense in the consolidated statements of loss and comprehensive loss. Receivables for which an impairment provision was recognized are written off against the corresponding provision when it is deemed uncollectible. Starting January 1, 2018, impairment losses for trade receivables have been calculated based on the expected credit losses model instead of historical collection evidence as under the previous standards.

The maximum exposure to credit risk at the date hereof is the carrying value of each class of receivables mentioned above. We do not hold any collateral as security.

Foreign Currency Exchange Risk

We are exposed to currency risk due to financial instruments denominated in foreign currencies. The Company’s primary exposure with respect to foreign currencies is from U.S. dollar denominated cash and cash equivalents, trade and other receivables, trade and other payables and borrowings in entities whose functional currency is other than U.S. dollars. The net carrying value of these U.S. denominated balances held in entities with Euro and

Canadian dollars as their functional currency as at December 31, 2019 and 2018 presented in U.S. dollars is as follows:


	2019						2018
	Euro			CAD			Euro			CAD
	$			$			$			$
Cash and cash equivalents		110			38,759			155			105
Trade and other receivables		636			2,109			259			1,412
Trade and other payables		(746	)		(33	)		(356	)		(104	)
Borrowings		—			—			—			(9,344	)

		—			40,835			58			(7,931	)

We have not entered into arrangements to hedge our exposure to currency risk.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We review these estimates on an ongoing basis based on management’s best knowledge of current events and actions that we may undertake in the future. Actual results could differ from these estimates. Areas requiring the most significant estimates and judgments are outlined below. Management has determined that we operate in a single operating and reportable segment.

Revenue Recognition

The Company derives its revenues from two main sources: SaaS and professional services revenue, which includes services such as initial project management and training, integration and custom development.

As of January 1, 2018, we implemented the new revenue standard which required revenue to be recognized in a manner that depicts the transfer of promised services to customers and at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services by applying the following steps:

•

identify the contract with a customer;

•

identify the performance obligations in the contract;

•

determine the transaction price;

•

allocate the transaction price; and

•

recognize revenue when, or as, the Company satisfies a performance obligation.

Revenue represents the amount the Company expects to receive for products and services in its contracts with customers, net of discounts and sales taxes. The Company derives revenue from subscription of its product (subscription revenue) comprised of its hosted SaaS and from the provision of professional services including implementation services, technical services and training. Professional services do not include significant customization to, or development of, the software.

other promises in the contractual arrangement with the customer. Non-distinct products and services are combined with other goods or services until they are distinct as a bundle and therefore form a single performance obligation. Subscription revenue and professional services are generally capable of being distinct for the Company and are accounted for as separate performance obligations.

The total consideration for the arrangement is allocated to the separate performance obligations based on their relative fair value and revenue is recognized for each performance obligation when the requirements for revenue recognition have been met. The Company determines the fair value of each performance obligation based on the average selling price when each performance obligation is sold separately.

Subscription revenue related to the provision of SaaS is recognized ratably over the contract term as the service is delivered. The contract term begins when the service is made available to the customer. The Company applies the time elapsed method to measure progress towards complete satisfaction of subscription revenue performance obligations. The time elapsed provides a faithful depiction of the Company’s performance towards complete satisfaction of its performance obligations as a customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs on a daily basis.

Professional services revenue is recognized over time as services are performed based on the proportion performed to date relative to the total expected services to be performed, which is normally over the first few months of a contract with progress being measured over the implementation and training period. The Company applies labour hours expended which is an input method to measure progress towards complete satisfaction of professional services revenue performance obligations. Labour hours expended relative to the total expected labour hours to be expended provides a faithful depiction of the Company’s performance towards complete satisfaction of the professional services performance obligations as it closely reflects the completion of activities based on budgeted labour hours and the value of the services transferred cannot be measured directly.

The timing of revenue recognition and the contractual payment schedules often differ, resulting in contractual payments being billed before contractual products or services are delivered. Generally, the payment terms are between 30 to 60 days from the date of invoice. The amounts that are billed, but not earned, are recognized as deferred revenue. When products or services have been transferred to customers and revenue has been recognized, but not billed, the Company recognizes and includes these amounts as unbilled trade receivables.

Multi-element or bundled contracts require an estimate of the stand-alone selling price of separate elements. These assessments require judgment by management to determine if there are separately identifiable performance obligations as well as how to allocate the total price among the performance obligations. Deliverables are accounted for as separately identifiable performance obligations if they can be understood without reference to the series of transactions as a whole. In concluding whether performance obligations are separately identifiable, management considers the transaction from the customer’s perspective. Among other factors, management assesses whether the service or product is sold separately by the Company in the normal course of business or whether the customer could purchase the service or product separately.

Convertible promissory notes

Convertible promissory notes are classified as fair value through profit or loss. The fair value of convertible promissory notes is based on the underlying value of the equity instruments that the convertible promissory notes are convertible into, which in turn requires estimates of the inherent value of the Company, considering value indicators including recent rounds of financing and market comparable valuation metrics.

Share-based payments

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the related instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant, which depends on the terms and conditions of the grant. This also requires making assumptions and determining the most appropriate inputs to the valuation model including the expected life of the share-based payment, volatility and dividend yield.

Change in Accounting Policies

Leases

The Company has adopted IFRS 16 with an initial adoption date of January 1, 2019. The Company utilized the modified retrospective approach to adopt the new standard and therefore comparative information has not been restated and continues to be reported under IAS 17, Leases and related interpretations.

IFRS 16 specifies how leases will be recognized, measured, presented and disclosed and it provides a single lessee model requiring lessees to recognize right-of-use assets and lease liabilities for all major leases. The Company’s accounting policy under IFRS 16 is as follows:

At contract inception, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right of control for the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a ROU asset and a lease liability at the lease commencement date. The ROU asset primarily relates to office leases and is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of the costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of useful life of the ROU asset or the lease term using the straight-line method as this most closely reflects the expected pattern of the consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain it will exercise such option. In addition, the ROU asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The weighted- average rate applied is 10%.

Lease liability is measured at the amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the ROU asset unless it has been reduced to zero. The Company has elected to apply the practical expedient not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less and for leases of low value assets. The lease payments associated with those leases is recognized as an expense on a straight-line basis over the lease term.

When the Company acts as an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the ROU asset arising from the head lease, not with reference to the underlying asset. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the ROU asset. If this is the case, then the lease is accounted for as a net investment in finance lease. If not, then it is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the ROU asset.


(In thousands of US dollars)	$
Aggregate lease commitments as disclosed at December 31, 2018		4,181
Less: Recognition exemption for low-value leases.		246
Less: Recognition exemption for short-term leases.		1

Adjusted lease commitments.		3,934

Less: Impact of present value.		751

Opening IFRS 16 lease liability as at January 1, 2019		3,183

The cumulative effect of the changes made to the January 1, 2019 consolidated statement of financial position for the adoption of IFRS 16 is as follows:


(In thousands of US dollars)	December 31, 2018			IFRS 16 adjustments			Balance as at January 1, 2019
	$			$			$
Assets
Current assets:
Net investment in finance lease.		—			85			85
Non-current assets:
Right-of-use-assets, net.		—			2,406			2,406
Net investment in finance lease. Liabilities		—			357			357
Current liabilities:
Deferred lease incentives.		55			(55	)		—
Lease obligations.		—			822			822
Non-current liabilities:
Deferred lease incentives.		243			(243	)		—
Lease obligations.		—			2,361			2,361
Equity
Deficit		(48,319	)		(38	)		(48,357	)

Outstanding Share Information

We are currently authorized to issue an unlimited number of common shares. As of the date hereof, 28,454,200 common shares, 1,692,347 stock options and 36,250 DSUs are issued and outstanding.

Foreign Currency Exchange (“FX”) Rates

Although our functional currency is the Canadian dollar, we have elected to report our financial results in U.S. dollars to improve the comparability of our financial results with our peers. Reporting our financial results in U.S. dollars also reduces the impact of foreign currency exchange fluctuations in the Company’s reported amounts, as our transactions denominated in U.S. dollars are significantly larger than Canadian dollars or the Euros.

Our consolidated financial position and operating results have been translated to U.S. dollars applying FX rates outlined in the table below. FX rates are expressed as the amount of U.S. dollars required to purchase one Canadian dollar. FX rates represent the daily closing rate published by the European Central Bank.


	Consolidated Statement of Financial	Consolidated Statement of Loss and
	Position	Comprehensive Loss
Period	Current Rate	Average Rate
Fiscal year ended December 31, 2017	$ 0.7971	$0.7701
Fiscal year ended December 31, 2018	$ 0.7337	$0.7718
Fiscal year ended December 31, 2019	$ 0.7696	$0.7536

FX Impact on Consolidated Results

The following tables have been prepared to assist readers in assessing the FX impact on selected results for the fiscal years ended December 31, 2019 and 2018.

Fiscal 2019


	December 31,			December 31,			December 31,			December 31,
	2018			2019			2019			2019
	(as reported)			(as reported)			(FX impact)			(current period amounts applying prior period FX rate)
	$			$			$			$
Revenue		27,074			41,443			716			42,159
Cost of revenue		5,650			8,261			266			8,527
Gross profit		21,424			33,182			450			33,632
Operating expenses		30,379			42,991			1,105			44,096
Net loss		(11,651	)		(11,914	)		(674	)		(12,588	)

Fiscal 2018


	December 31, 2017			December 31, 2018			December 31, 2018			December 31, 2018
	(as reported)			(as reported)			(FX impact)			(current period amounts applying prior period FX rate)
	$			$			$			$
Revenue		17,126			27,074			(60	)		27,014
Cost of revenue		4,353			5,650			(12	)		5,638
Gross profit		12,773			21,424			(47	)		21,377
Operating expenses		19,654			30,379			(112	)		30,267
Net loss		(8,240	)		(11,651	)		69			(11,582	)

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

In accordance with Item 4.3 of National Instrument 52-109—Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Company has filed an annual certificate in the Form 52-109F1—IPO/RTO relating to its annual information form, annual financial statements and the accompanying notes and the MD&A for the year ended December 31, 2019 because it is the first financial year that has ended after the Company became a reporting issuer.

In particular, the certifying officers filing the certificate in the Form 52-109F1—IPO/RTO required under NI 52-109 are not making any representations relating to the establishment and maintenance of:

•

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

•

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Company’s GAAP.

Exhibit 4.4

DOCEBO INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(expressed in thousands of United States dollars)


	September 30, 2020			December 31, 2019
	$			$

Assets
Current assets:
Cash and cash equivalents		60,835			46,278
Trade and other receivables (Note 3)		17,670			10,108
Prepaids and deposits		2,557			1,858
Net investment in finance lease		94			92
Contract acquisition costs, net		1,130			605

		82,286			58,941

Non-current assets:
Contract acquisition costs, net		1,205			698
Net investment in finance lease		272			324
Right-of-use asset, net (Note 4)		2,702			2,420
Property and equipment, net (Note 5)		1,960			1,477
Other non-current assets		313			—

		88,738			63,860


Liabilities
Current liabilities:
Trade and other payables		12,517			9,589
Deferred revenue		25,636			17,997
Lease obligations (Note 4)		1,090			935
Borrowings (Note 6)		20			20


Non-current liabilities:		39,263			28,541
Lease obligations (Note 4)		2,593			2,479
Employee benefit obligations		1,884			1,443
Borrowings (Note 6)		—			16

		43,740			32,479

Shareholders’ equity
Share capital (Note 7)		108,048			89,745
Contributed surplus		2,364			1,102
Accumulated other comprehensive (loss) income		(1,230	)		805
Deficit		(64,184	)		(60,271	)

Total equity		44,998			31,381

		88,738			63,860

Subsequent events (Note 16)

The accompanying notes are an integral part of these condensed unaudited consolidated interim financial statements.

DOCEBO INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND

COMPREHENSIVE LOSS

(expressed in thousands of United States dollars, except per share amounts)


	Three months ended September 30,						Nine months ended September 30,
	2020			2019			2020			2019
							$			$
Revenue (Note 10)		16,096			10,586			44,161			29,145
Cost of revenue (Note 11)		2,883			2,110			8,564			6,058

Gross profit		13,213			8,476			35,597			23,087

Operating expenses
General and administrative (Note 12)		3,575			3,219			11,260			9,342
Sales and marketing (Note 12)		5,796			5,711			17,559			13,104
Research and development (Note 12)		3,265			2,175			9,476			6,434
Share-based compensation (Note 8)		512			99			1,317			251
Foreign exchange (gain) loss		440			148			(1,607	)		102
Depreciation and amortization (Note 4 and 5)		279			207			771			594

		13,867			11,559			38,776			29,827

Operating loss		(654	)		(3,083	)		(3,179	)		(6,740	)

Finance expense, net (Note 6)		78			228			37			707
Loss on change in fair value of convertible promissory notes (Note 6)		—			—			—			776
Other income		(19	)		(18	)		(57	)		(57	)

Loss before income taxes		(713	)		(3,293	)		(3,159	)		(8,166	)

Income tax expense		445			449			754			449


Net loss for the year		(1,158	)		(3,742	)		(3,913	)		(8,615	)


Other comprehensive loss
Item that may be reclassified subsequently to income:
Foreign currency translation loss (gain)		117			(471	)		2,035			(69	)
Item not subsequently reclassified to income:
Actuarial loss		—			10			—			30

		117			(461	)		2,035			(39	)

Comprehensive loss		(1,275	)		(3,281	)		(5,948	)		(8,576	)


Loss per share - basic and diluted		(0.04	)		(0.16	)		(0.14	)		(0.37	)
Weighted average number of common shares outstanding - basic and diluted (Note 9)		28,748,652			23,760,149			28,560,806			23,122,698

The accompanying notes are an integral part of these condensed unaudited consolidated interim financial statements.

DOCEBO INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)

(expressed in thousands of United States dollars, except number of shares)


	Common shares				Contributed surplus			Accumulated other comprehensive income (loss)			Deficit			Total
	#		$		$			$			$			$
Balance, December 31, 2018		22,532,000		30,716		564			263			(48,319	)		(16,776	)
IFRS 16 transition effect		—		—		—			—			(38	)		(38	)
Conversion of promissory note		800,000		6,120		—			—			—			6,120
Exercise of stock options		434,700		495		(121	)		—			—			374
Share-based compensation (Note 8)		—		—		251			—			—			251
Comprehensive loss		—		—		—			39			(8,615	)		(8,576	)

Balance, September 30, 2019		23,766,700		37,331		694			302			(56,972	)		(18,645	)


Balance, December 31, 2019		28,454,200		89,745		1,102			805			(60,271	)		31,381
Exercise of stock options		156,100		197		(55	)		—			—			142
Share-based compensation (Note 8)		—		—		1,317			—			—			1,317
Issuance of common shares upon bought deal offering, net of share issuance costs (Note 7)		500,000		18,106		—			—			—			18,106
Comprehensive loss		—		—		—			(2,035	)		(3,913	)		(5,948	)

Balance, September 30, 2020		29,110,300		108,048		2,364			(1,230	)		(64,184	)		44,998

The accompanying notes are an integral part of these condensed unaudited consolidated interim financial statements.

DOCEBO INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(expressed in thousands of United States dollars)


	Nine months ended September 30,
	2020			2019
	$			$
Cash flows (used in) from operating activities
Net loss		(3,913	)		(8,615	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		771			594
Share-based compensation		1,317			251
Unrealized foreign exchange (gain) loss		(1,516	)		44
Finance expense		274			32
Loss on change in fair value of convertible promissory notes		—			776
Changes in non-cash working capital items:
Trade and other receivables		(7,554	)		(2,447	)
Prepaids and deposits		(713	)		(252	)
Contract acquisition costs		(1,032	)		(422	)
Trade and other payables		2,639			3,879
Employee benefit obligations		366			229
Deferred revenue		7,470			4,842

Cash (used in) from operating activities		(1,891	)		(1,089	)


Cash flows (used in) from investing activities
Purchase of property and equipment		(678	)		(306	)
Other non-current assets		(313	)		—

Cash (used in) from investing activities		(991	)		(306	)


Cash flows (used in) from financing activities
Payments received on net investment in finance lease		65			65
Repayment of lease obligation		(786	)		(647	)
Proceeds from exercise of stock options		142			374
Proceeds from issuance of secured debentures, net		—			3,000
Proceeds from drawdown on secured credit facility, net					6,858
Proceeds from bought deal offering of common shares		19,029			—
Share issuance cost		(923	)		—
Repayment of borrowings		(16	)		(7,016	)

Cash (used in) from financing activities		17,511			2,634


Net change in cash and cash equivalents during the period		14,629			1,239
Effect of foreign exchange on cash and cash equivalents		(72	)		11
Cash and cash equivalents, beginning of the period		46,278			3,756

Cash and cash equivalents, end of the period		60,835			5,006

The accompanying notes are an integral part of these condensed unaudited consolidated interim financial statements.

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)

1	Nature of business

On October 1, 2019, the Company filed articles of amendment to effect the change of the Company’s name from “Docebo Canada Inc.” to “Docebo Inc.” and to split all of its issued and outstanding common shares on the basis of 100 common shares for every one common share outstanding. All share and per share amounts presented in these financial statements have been adjusted retrospectively to reflect the share split. On October 8, 2019, the Company completed an initial public offering (“IPO”) and its shares began trading on the Toronto Stock Exchange under the symbol “DCBO”.

The impact of the novel coronavirus (“COVID-19”) pandemic, with its combined health toll and sharp decline in global economic output, is unprecedented and the full extent of the impact will depend on future developments. These developments are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning its severity, its duration and actions by government authorities to contain the outbreak or manage its impact.

In response to the pandemic, we have modified our business practices with a focus on the health and well-being of our workforce both in Europe and North America. All of our offices are currently closed with employees working remotely. The extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance remains uncertain.

The Company has the following subsidiaries:


Entity name	Country	Ownership percentage September 30, 2020	Ownership percentage December 31, 2019
		%	%
Docebo S.p.A	Italy	100	100
Docebo NA Inc	United States	100	100
Docebo EMEA FZ-LLC	Dubai	100	100
Docebo UK	England	100	100

2	Basis of preparation

Statement of compliance

These unaudited interim condensed consolidated financial statements (“financial statements”) were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2019. These unaudited interim condensed consolidated financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting. Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) have been omitted or condensed. These interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2019.

These financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 11, 2020.

Use of estimates, judgments and assumptions

•

Revenue recognition

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)

•

Convertible promissory notes

Convertible promissory notes in the comparative period were classified as fair value through profit or loss. The fair value of convertible promissory notes was based on the underlying value of the equity instruments the convertible promissory notes were convertible into, which in turn requires estimates of the inherent value of the Company, considering value indicators including recent rounds of financing and market comparable valuation metrics.

•

Depreciation of property and equipment

•

Trade and other receivables

The recognition of trade and other receivables and loss allowances requires the Company to assess credit risk and collectability. The Company considers historical trends and any available information indicating a customer could be experiencing liquidity or going concern problems and the status of any contractual or legal disputes with customers in performing this assessment. The Company has established a provision matrix that is based on its historical credit loss experiences, adjusted for forward-looking factors specific to the debtors and the economic environment. including the potential impact of COVID-19 pandemic.

•

Share-based payments

•

Income taxes

Comparative figures

Certain comparative amounts have been reclassified to conform to current period presentation.

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)

3	Trade and other receivables

The Company’s trade and other receivables as at September 30, 2020 and December 31, 2019 include the following:


	2020		2019
	$		$
Trade receivables		16,725		8,827
Unbilled trade receivables		520		736
Tax credits receivable		299		397
Other receivables		126		148

		17,670		10,108

Included in trade receivables is a loss allowance of $1,625 for the nine months ended September 30, 2020 and $474 for the year ended December 31, 2019.

4.	Leases

The Company’s right-of-use assets by class of assets is as follows:


	Premises		Others			Total
	$		$			$
Costs
Balance – January 1, 2019		2,209		197			2,406
Additions		481		159			640
Disposals		—		(76	)		(76	)
Effects of foreign exchange		33		(4	)		29

Balance – December 31, 2019		2,723		276			2,999
Additions		783		—			783
Effects of foreign exchange		18		8			26

Balance – September 30, 2020		3,524		284			3,808


Accumulated amortization
Balance – January 1, 2019		—		—			—
Amortization		494		105			599
Disposals		—		(29	)		(29	)
Effects of foreign exchange		9		—			9

Balance – December 31, 2019		503		76			579
Amortization		461		62			523
Effects of foreign exchange		—		4			4

Balance – September 30, 2020		964		142			1,106


Carrying value
Net balance – December 31, 2019		2,220		200			2,420

Net balance – September 30, 2020		2,560		142			2,702

The Company’s lease obligations are as follows:


	September 30, 2020		December 31, 2019
	$		$
Balance – Beginning of period		3,414		3,183

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)


Additions	712		790
Disposals	—		(47	)
Interest accretion	267		319
Lease repayments	(780	)	(883	)
Effects of foreign exchange	70		52

Balance – End of period	3,683		3,414

Current	1,090		935
Non-current	2,593		2,479

Expenses incurred for the three and nine months ended September 30, 2020 relating to short-term leases and leases of low-value assets were $65 and $173, respectively (2019 - $63 and $197).

5	Property and equipment


	Furniture and office equipment			Leasehold improvements			Land and Building			Total
	$			$			$			$
Cost
Balance – December 31, 2018		466			908			367			1,741
Additions		114			252			—			366
Dispositions		—			(37	)		—			(37	)
Effects of foreign exchange		—			(5	)		(7	)		(12	)

Balance – December 31, 2019		580			1,118			360			2,058
Additions		323			462			—			785
Dispositions		(107	)		—			—			(107	)
Effects of foreign exchange		21			36			15			72

Balance – September 30, 2020		817			1,616			375			2,808


Accumulated depreciation
Balance – December 31, 2018		233			178			44			455
Depreciation		55			54			14			123
Effects of foreign exchange		3			—			—			3

Balance – December 31, 2019		291			232			58			581
Depreciation		125			113			10			248
Effects of foreign exchange		9			7			3			19

Balance – September 30, 2020		425			352			71			848


Carrying value
Balance – December 31, 2019		289			886			302			1,477

Balance – September 30, 2020		392			1,264			304			1,960

6	Borrowings

Mortgage payable

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)

Credit Facility

On July 25, 2019, the Company secured a committed revolving term credit facility (the “Credit Facility”) from the Toronto-Dominion Bank. Upon the closing of initial public offering on October 8, 2019, the commitment was increased to $15,000. The amount available to be drawn under the Credit Facility from time to time is equal to the lesser of (i) the commitment and (ii) an amount equal to the trailing one-month consolidated recurring revenue of the Company (“MRR”) multiplied by six multiplied by the trailing twelve month gross retention rate percentage on MRR (which rate shall not exceed 100%), minus the amount of any statutory prior claims then in existence. The Credit Facility will mature on July 25, 2022 (the “Maturity Date”). The Maturity Date may be extended for an additional 364 days, at the discretion of the lender, upon the Company providing written notice to the lender requesting such an extension. Interest on the drawn facility is set at LIBOR plus 2.75%. The standby fee on the undrawn balance is 0.50%.

On October 16, 2019, the Company repaid the full balance of the Credit Facility outstanding of $7,000 from net proceeds from IPO. As at September 30, 2020 and December 31, 2019 no balance has been drawn.

Convertible promissory notes

The Company determined that the convertible promissory notes did not qualify as a compound instrument and therefore no equity component to the instrument. This was due to the fact that the conversion price was denominated in a currency that is not the functional currency of the Company, resulting in variability of the conversion price. Accordingly, the convertible promissory notes were classified and accounted for entirely as a financial liability, which the Company had elected under IFRS 9 to measure at fair value through profit or loss. The fair value of the convertible promissory notes were classified as Level 3 in the fair value hierarchy. On March 31, 2019, a loss on change in fair value of $472 was recorded. On May 24, 2019, the convertible promissory notes were converted into 800,000 common shares of the Company. Immediately prior to conversion, the fair value of the convertible promissory notes was $6,120 resulting in recognition of loss on change in fair value of $776. The fair value of the convertible promissory notes as at September 30, 2020 and December 31, 2019 was nil.

Secured debentures

On July 26, 2019, these secured debentures were repaid in full.

These secured debentures were classified at amortized cost and accounted for using the effective interest rate method. The carrying value as at September 30, 2020 and December 31, 2019 was nil.

Net finance expense

Net finance expense for the nine months ended September 30, 2020 and 2019 is comprised of:


	Three months ended September 30,					Nine months ended September 30,
	2020			2019		2020			2019
	$			$		$			$
Interest and accretion expense on secured debentures		—			72		—			312
Interest expense on convertible promissory notes		—			—		—			74
Interest on lease obligations		92			80		237			207
Interest on credit facility		12			71		35			76
Interest income		(26	)		—		(236	)		—

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)


Bank fees and other	—	5	1	38

	78	228	37	707

7	Share capital

Authorized

Unlimited common shares with no par value

Issued and outstanding:


	Number of shares⁽ⁱⁱⁱ⁾		Amount
Balance – December 31, 2018		22,532,000		30,716
Stock option exercise ⁽ⁱ⁾		434,700		495
Conversion of promissory notes ⁽ⁱⁱ⁾		800,000		6,120
IPO share issuance ^(iv)		4,687,500		52,414


Balance – December 31, 2019		28,454,200		89,745
Stock option exercise ^(v)		156,100		197
Bought deal share offering ^(vi)		500,000		18,106


Balance – September 30, 2020		29,110,300		108,048

(i)

On May 13, 2019, 386,100 stock options were exercised resulting in the issuance of 386,100 common shares of the Company for total cash proceeds of $311. On June 10, 2019, 6,900 stock options were exercised resulting in the issuance of 6,900 common shares of the Company for total cash proceeds of $17. On July 8, 2019, 34,800 stock options were exercised resulting in the issuance of 34,800 common shares of the Company for total cash proceeds of $28. On August 14, 2019, 6,900 stock options were exercised resulting in the issuance of 6,900 common shares of the Company for total cash proceeds of $18.

(ii)

On May 24, 2019, the convertible promissory notes were converted into 800,000 common shares of the Company. The fair value of the convertible promissory notes on the date of conversion was $6,120.

(iii)

(iv)

(v)

On February 13, 2020, 2,300 stock options were exercised resulting in the issuance of 2,300 common shares of the Company for total cash proceeds of $6. On March 10, 2020, 6,900 stock options were exercised resulting in the issuance of 6,900 common shares of the Company for total cash proceeds of $6. On March 13, 2020, 6,900 stock options were exercised resulting in the issuance of 6,900 common shares of the Company for total cash proceeds of $17. On June 22, 2020, 50,000 stock options were exercised resulting in the issuance of 50,000 common shares of the Company for total cash proceeds of $40. On August 19, 2020, 90,000 stock options were exercised resulting in the issuance of 90,000 common shares of the Company for total cash proceeds of $73.

(vi)

On August 27, 2020, the Company completed a bought deal offering comprised of 500,000 common shares issued from treasury and offered by the Company for gross proceeds of $19,029 (C$25,000). Share issuance costs for the Company amounted to $923 resulting in net proceeds of $18,106.

8	Share-based compensation

The Company has four components of its share-based compensation plan: stock options, deferred share units (“DSUs”), restricted share units (“RSUs”) and performance share units (“PSUs”). Share-based compensation expense for the three and nine months ended September 30, 2020 was $512 and $1,317, respectively (2019 - $99 and $251). The expense associated with each component is as follows:

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	$		$		$		$
Stock options		306		99		857		251
DSUs		206		—		460		—

		512		99		1,317		251

There were no RSUs or PSUs issued and outstanding for the three and nine months ended September 30, 2020 and 2019.

The changes in the number of stock options during the nine months ended September 30, 2020 and 2019 were as follows:

2020

2019

Number of
options

Weighted
average exercise
price

Number of
options

Weighted
average exercise
price

Options outstanding – January 1

1,692,347

5.41

1,546,700

0.98

Options granted

44,190

12.44

193,200

8.54

Options forfeited

(38,385

)

9.51

(21,000

)

2.14

Options exercised

(156,100

)

1.18

(434,700

)

1.13

Options outstanding – September 30

1,542,052

5.94

1,284,200

2.05

Options exercisable – September 30

823,600

1.31

893,400

1.03

The following table is a summary of the Company’s share options outstanding as at September 30, 2020:


Options outstanding					Options exercisable
Exercise price range	Number outstanding		Weighted average remaining contractual life (years)		Exercise price range		Number exercisable
C$	#		#		C$		#
0.0001 - 1.09		927,800		6.47		0.0001 - 1.09		787,200
8.86 - 11.06		221,818		10.19		8.86 - 11.06		36,400
15.79 - 26.43		392,434		9.04		15.79 - 26.43		—

		1,542,052		7.66				823,600

The following table is a summary of the Company’s share options outstanding as at September 30, 2019:


Options outstanding					Options exercisable
Exercise price range	Number outstanding		Weighted average remaining contractual life (years)		Exercise price range		Number exercisable
C$	#		#		C$		#
0.0001 - 1.09		1,079,400		7.43		0.0001 - 1.09		884,200
3.09 - 3.43		23,200		9.81		3.09 - 3.43		9,200
8.86 - 11.06		181,600		11.35		8.86 - 11.06		—
15.79 - 26.43		—		0		15.79 - 26.43		—

		1,284,200		8.03				893,400

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)

DSUs

The following table presents information concerning the number of DSUs granted by the Company:


	#
DSUs – January 1, 2019		—
Granted (at C$16 per unit)		36,250


DSUs – December 31, 2019		36,250
Granted (at C$26.43 - $38.87 per unit)		14,820


DSUs - September 30, 2020		51,070

9	Loss per share

The Company has three categories of potentially dilutive securities: convertible promissory notes, share options and DSUs. All potentially dilutive securities have been excluded from the calculation of diluted loss per share for all periods presented, given the Company was in a net loss position during those periods. Including the dilutive securities would be anti-dilutive; therefore, basic and diluted number of shares used in the calculation is the same for the all periods presented.

The outstanding number and type of securities that could potentially dilute basic net income per share in the future but would have decreased the loss per share (anti-dilutive) as at September 30, 2020 and 2019 are as follows:


	2020		2019
	#		#
Share options		1,542,052		1,284,200
DSUs		51,070		—

		1,593,122		1,284,200

10	Disaggregated revenue

The Company derives its revenues from two main sources, software-as-a-service application (“SaaS”), and professional services revenue, which includes services such as initial project management, training and integration. Subscription revenue related to the provision of SaaS is recognized ratably over the contract term as the service is delivered. Professional services revenue is recognized as services are rendered.

The following table represents disaggregation of revenue for the three and nine months ended September 30:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	$		$		$		$
Subscription revenue		15,101		9,802		40,699		26,036
Professional services		995		784		3,462		3,109

		16,096		10,586		44,161		29,145

11	Cost of revenue

The following table represents cost of revenue for the three and nine months ended September 30:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	$		$		$		$
Employee wages and benefits		1,953		1,580		5,836		4,203

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)


Web hosting fees	694	443	1,981	1,245
Partner fees	166	23	480	290
Other	70	64	267	320

	2,883	2,110	8,564	6,058

12	Employee compensation

The total employee compensation comprising salaries and benefits for the three and nine months ended September 30, 2020 was $10,332 and $29,907, respectively (2019 - $7,897 and $20,610).

Employee compensation costs were included in the following expenses for the three and nine months ended September 30:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	$		$		$		$
Cost of revenue		1,953		1,580		5,836		4,203
General and administrative		1,633		1,268		4,683		3,365
Sales and marketing		4,219		3,379		11,998		8,388
Research and development		2,527		1,670		7,390		4,654

		10,332		7,897		29,907		20,610

13	Related party transactions

Compensation expense for the Company’s key management personnel for the three and nine months ended September 30, 2020 and 2019 is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	$		$		$		$
Salaries and benefits		388		523		1,622		1,533
Share-based compensation		206		—		460		1,136

		594		523		2,082		2,669

14	Segmented information

The following table presents details on revenues derived and details on property and equipment domiciled in the following geographical locations as at September 30, 2020 and December 31, 2019 and for the periods ended September 30, 2020 and 2019.

Revenue is as follows:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	$		$		$		$
North America		11,579		7,249		31,551		20,062

DOCEBO INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2020

(expressed in thousands of US dollars, except share amounts)


EMEA	4,517	3,337	12,610	9,083

	16,096	10,586	44,161	29,145

Property and equipment as at September 30, 2020 and December 31, 2019:


	2020		2019
	$		$
North America		486		468
EMEA		1,474		1,009

		1,960		1,477

ROU asset as at September 30, 2020 and December 31, 2019:


	2020		2019
	$		$
North America		1,699		1,319
EMEA		1,003		1,101

		2,702		2,420

15	Financial instruments and risk management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. Due to the Company’s diversified customer base, there is no particular concentration of credit risk related to the Company’s trade and other receivables. Trade and other receivables are monitored on an ongoing basis to ensure timely collection of amounts. There are no receivables from individual customers for 10% or more of revenues or receivables. Potential effects from COVID-19 on the Company’s credit risk have been considered and have resulted in increases to its allowances for expected credit losses on customer balances. The Company continues its assessment given the fluidity of COVID-19’s global impact.

16	Subsequent events

On October 22, 2020, the Company filed a short form base shelf prospectus with securities regulatory authorities in each of the provinces and territories of Canada to allow us and certain of our shareholders to qualify the distribution by way of prospectus in Canada of up to C$750 million of common shares, preferred shares, debt securities, subscription receipts, warrants, units, or any combination thereof, during the 25-month period that the base shelf prospectus is effective.

On October 30, 2020, Docebo acquired all of the issued and outstanding shares of forMetris Société par Actions Simplifiée (“forMetris”), a leading SaaS-based learning impact evaluation platform based in Paris, France. The transaction will be accounted for as a business combination. Consideration for the purchase is approximately $3,750 consisting of $2,623 in cash and the balance in common shares of the Company. Additional contingent consideration up to an aggregate of $5,250 may be payable over three fiscal years following closing of the acquisition based on achievement of certain revenue milestones.

Due to the limited time between the closing of the acquisition and the issuance of these financial statements, certain business combination disclosures required under IFRS 3, mainly the preliminary purchase price allocation, have not been provided as this information is not yet available. The Company is in the process of assessing the fair values of the assets acquired and liabilities assumed.

Exhibit 4.5

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020

This MD&A for the three and nine months ended September 30, 2020 and 2019 should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and the accompanying notes for the three and nine months ended September 30, 2020 and 2019, as well as with our audited annual consolidated financial statements along with the related notes thereto for the year ended December 31, 2019. The financial information presented in this MD&A is derived from the Company’s unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2020 and 2019 which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are in thousands of United States dollars except where otherwise indicated.

Comparative figures have been reclassified to conform to the current period classification, where applicable.

This MD&A is dated as of November 11, 2020.

Forward-looking Information

This MD&A contains “forward-looking information” and “forward-looking statements” (collectively, “forward- looking information”) within the meaning of applicable securities laws. Forward looking information may relate to our future financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, the impact of COVID-19 on our business, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information.

Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this MD&A, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

•

the Company’s ability to execute its growth strategies;

•

the impact of changing conditions in the global corporate e-learning market;

•

increasing competition in the global corporate e-learning market in which the Company operates;

•

fluctuations in currency exchange rates and volatility in financial markets;

•

the extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance;

•

changes in the attitudes, financial condition and demand of our target market;

•

developments and changes in applicable laws and regulations; and

•

such other factors discussed in greater detail under the “Risk Factors” section of our Annual Information Form dated March 11, 2020 (“AIF”), which is available under our profile on SEDAR at www.sedar.com.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Summary of Factors Affecting our Performance” and in the “Risk Factors” section of our AIF, should be considered carefully by prospective investors.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this MD&A represents our expectations as of the date specified herein, and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this MD&A is expressly qualified by the foregoing cautionary statements.

Additional information relating to Docebo, including our Annual Information Form, can be found on SEDAR at www.sedar.com.

Overview

At Docebo, our mission is to redefine the way enterprises, including their internal and external workforces, partners and customers, learn by applying new technologies to the traditional corporate Learning Management System (“LMS”) market. Founded in 2005, we provide an easy-to-use, highly configurable and affordable learning platform with the end-to-end capabilities and critical functionality needed to train internal and external workforces, partners and customers. Our solution allows our customers to take control of their desired training strategies and retain institutional knowledge, while providing efficient course delivery, tracking of learning progress, advanced reporting tools and analytics. Our robust platform helps our customers centralize a broad range of learning materials from peer enterprises and learners into one LMS to expedite and enrich the learning process, increase productivity and grow teams uniformly.

Our platform is now used by more than 2,000 companies of all sizes, providing access to learners situated around the world in a variety of languages. Our clients range from select small local businesses, with a focus on mid-sized enterprises, to large multi-nationals, including service, financial, technology and resource-based companies and consulting firms. Our platform is sold primarily through a direct sales force with offices in Toronto, Canada, Athens, Georgia (USA), Biassono, Italy and London, United Kingdom. We also have some relationships with resellers and other channel partners, such as human resource and payroll services providers.

their own administration, branding and authentication, which demonstrates our commitment to our customers’ success. Additional products within our platform include: “Docebo for Salesforce”, “Docebo Embed (OEM)” and “Docebo Mobile App Publisher”. Docebo for Salesforce is a native integration that leverages Salesforce’s API and technology architecture to produce a learning experience that remains uniform no matter the use-case. Docebo Embed (OEM) eliminates disjointed learner experiences, long development cycles and ineffective partner models by allowing original equipment manufacturers (“OEMs”) to embed and re-sell Docebo as a part of their software, including HCM, risk management and retail/hospitality SaaS product suites. Docebo’s Mobile App Publisher product allows companies to create their own branded version of the award-winning “Docebo Go.Learn” mobile learning application and publish it as their own in Apple’s App Store, the Google Play Store or in their own Apple Store for Enterprise.

We generate revenue primarily from the sale of our platform, which is typically sold on the basis of an annual subscription fee and prepaid on an annual basis. We offer our customers the flexibility to choose annual or multi- year contract terms, with the majority of our enterprise customers choosing between one to three years. This results in a relatively smooth revenue curve with good visibility into near-term revenue growth. We typically enter into subscription agreements with our customers, with pricing based on the number of end learners in the customer’s organization and the number of modules requested by the customer. Our goal is to continue to grow revenues arising from our existing customer base as well as adding new subscription customers to our platform. Our business does not have significant seasonal attributes, although historically the sales in the fourth quarter have tended to be slightly stronger than the first three. The Company operates on a global basis and for this reason has decided to report its consolidated financial results in U.S. dollars notwithstanding that the Company’s functional currency is the Canadian dollar. The Company does not currently hedge its exposure to fluctuations in Canadian dollar or other European currency denominated revenues and expenses.

On October 1, 2019, the Company filed articles of amendment to effect the change of the Company’s name from “Docebo Canada Inc.” to “Docebo Inc.” and to split all of its issued and outstanding common shares on the basis of 100 common shares for every one common share outstanding (the “Share Split”). All share and per share amounts for all periods presented in the MD&A and the Company’s unaudited condensed consolidated interim financial statements have been adjusted retrospectively to reflect the Share Split.

On October 8, 2019, the Company completed an initial public offering (“IPO”) and its shares began trading on the Toronto Stock Exchange under the symbol “DCBO”.

Non-IFRS Measures and Reconciliation of Non-IFRS Measures

uses non-IFRS measures and SaaS industry metrics in order to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. The non-IFRS measures and SaaS industry metrics referred to in this MD&A include “Annual Recurring Revenue”, “Adjusted EBITDA” and “Free Cash Flow”.

Key Performance Indicators

Annual Recurring Revenue. We define Annual Recurring Revenue as the annualized equivalent value of the subscription revenue of all existing contracts (including Original Equipment Manufacturer (“OEM”) contracts) as at the date being measured, excluding non-recurring implementation, support and maintenance fees. Our customers generally enter into one to three year contracts which are non-cancellable or cancellable with penalty. All the customer contracts, including those for one-year terms, automatically renew unless cancelled by our customers. Accordingly, our calculation of Annual Recurring Revenue assumes that customers will renew the contractual commitments on a periodic basis as those commitments come up for renewal. Subscription agreements may be subject to price increases upon renewal reflecting both inflationary increases and the additional value provided by our solutions. In addition to the expected increase in subscription revenue from price increases over time, existing customers may subscribe for additional features, learners or services during the term. We believe that this measure provides a fair real-time measure of performance in a subscription-based environment. Annual Recurring Revenue provides us with visibility for consistent and predictable growth to our cash flows. Our strong total revenue growth coupled with increasing Annual Recurring Revenue indicates the continued strength in the expansion of our business and will continue to be our target on a go-forward basis.

Annual Recurring Revenue was as follows as at September 30:


	2020	2019	Change	Change %
Annual Recurring Revenue (in millions of US dollars)	64.6	41.7	22.9	55%

Adjusted EBITDA

The following table reconciles Adjusted EBITDA to net loss for the periods indicated:


	Three months ended September 30,						Nine months ended September 30,
	2020			2019			2020			2019
	$			$			$			$
Net loss		(1,158	)		(3,742	)		(3,913	)		(8,615	)
Finance expense, net⁽¹⁾		78			228			37			707
Depreciation and amortization⁽²⁾		279			207			771			594
Income tax expense		445			449			754			449
Loss on change in fair value of convertible promissory notes⁽³⁾		—			—			—			776
Share-based compensation⁽⁴⁾		512			99			1,317			251
Other income⁽⁵⁾		(19	)		(18	)		(57	)		(57	)
Foreign exchange (gain) loss⁽⁶⁾		440			148			(1,607	)		102
Transaction related expenses⁽⁷⁾		—			1,241			—			1,241

Adjusted EBITDA		577			(1,388	)		(2,698	)		(4,552	)

Notes:

(1)

Finance expense for the three and nine months ended September 30, 2019 is primarily related to interest and accretion expense on the secured debentures and convertible promissory notes. As these were repaid in October 2019 with the net proceeds from the IPO, no further interest expenses on debt have been incurred during the three and nine months ended September 30, 2020. In fiscal 2020 interest income was earned on the net proceeds from the IPO as the funds are held within short-term investments in highly liquid marketable securities which is offset by interest expenses incurred on lease obligations.

(2)	Depreciation and amortization expense is primarily related to depreciation expense on right-of-use assets (“ROU assets”) and property and equipment.

(3)

(4)	These expenses represent non-cash expenditures recognized in connection with the issuance of share-based compensation to our employees and directors.

(5)	Other income is primarily comprised of rental income from subleasing office space.

(6)	These non-cash gains and losses relate to foreign exchange (gain) loss.

(7)	These expenses are related to our IPO and include professional, legal, consulting and accounting fees that are non-recurring and would otherwise not have been incurred and are not considered an expense indicative of continuing operations.

Free Cash Flow

Free Cash Flow is defined as cash used in operating activities less additions to property and equipment and non- current assets. The following table reconciles our cash flow used in operating activities to Free Cash Flow:


	Three months ended September 30,						Nine months ended September 30,
	2020			2019			2020			2019
	$			$			$			$
Cash flow used in operating activities		455			(1,893	)		(1,891	)		(1,089	)
Additions to property and equipment and non-current assets		(595	)		(93	)		(991	)		(306	)

Free Cash Flow		(140	)		(1,986	)		(2,882	)		(1,395	)

Summary of Factors Affecting Our Performance

Market adoption of our SaaS platform

We intend to continue to drive adoption of our SaaS platform by scaling our solutions to meet the needs of both new and existing customers. We believe that there is significant potential to increase penetration of our total addressable market and attract new customers. We plan to do this by further developing our products and services as well as continuing to invest in marketing strategies tailored to attract new businesses to our platform, both in our existing geographies and new markets around the world. We plan to continue to invest in our platform to expand our customer base and drive market adoption. The success of our operations may fluctuate as we make these investments.

Up-selling with existing customers

Scaling our sales and marketing team

Foreign currency

The Company’s functional currency is Canadian dollars, the functional currency for our subsidiaries is the local currency of the country the foreign operation is located in and our presentation currency is the U.S. dollar. Our results of operations are converted from our functional currency to U.S. dollars using the average foreign exchange rates for each period presented. As a result, our results of operations will be adversely impacted by a decrease in the value of the U.S. dollar relative to the Euro and Canadian dollar. See “Risk Factors” section of our Annual Information Form dated March 11, 2020 for a discussion on exchange rate fluctuations and their potential negative effect on our results of operations.

Natural disasters, public health crises, political crises, or other catastrophic events

Natural disasters, such as earthquakes, hurricanes, tornadoes, floods, and other adverse weather and climate conditions; unforeseen public health crises such as the recent global outbreak of COVID-19, and other pandemics and epidemics; political crises, such as terrorist attacks, war, and other political instability; or other catastrophic events, could disrupt our operations in any of our offices or the operations of one or more of our third-party providers and vendors. To the extent any of these events occur, our business and results of operations could be adversely affected. For example, the recent outbreak of COVID-19 in early 2020 may adversely affect our employees and customers. However, the impact of COVID-19, with its combined health toll and sharp decline in global economic output, is unprecedented and the full extent of the impact will depend on future developments. These developments are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning its severity, its duration and actions by government authorities to contain the outbreak or manage

its impact. In response to the pandemic, we have modified our business practices with a focus on the health and well-being of our workforce both in Europe and North America. All of our offices currently remain closed with employees working remotely. The extent of the impact of COVID-19 and measures taken to contain the virus on our results of operations and overall financial performance remains uncertain.

Key Components of Results of Operations

Revenue

We generate revenue from the following two primary sources:

•

Recurring Subscriptions to Our Learning Platform and Related Products. Our customers enter into agreements that provide for recurring subscription fees. The majority of the customer agreements currently being entered into have a term of one to three years and are non-cancellable or cancellable with penalty. All the customer agreements, including those for one-year terms, automatically renew unless cancelled by our customers. Subscription revenue per contract will vary depending upon the particular products that each customer subscribes for, the number and type of learners intended to utilize the platform and the term of the agreement. Subscription revenue is typically recognized evenly over the life of a contract, commencing on the in-service date and terminating on the end date of the agreement.

•

Our agreements generally do not contain any cancellation or refund provisions without penalty, other than in the case of our default.

Cost of Revenue

Operating Expenses

Our primary operating expenses are as follows:

•

and entertainment spend in the last two quarters. While we expect such significant reduction to be temporary, we do not anticipate the travel and entertainment spend to return to previous levels.

•

Sales and Marketing. Sales and marketing expenses are comprised primarily of employee salaries and benefits related to our sales and marketing teams, amortization of contract acquisition costs, software, travel and advertising and marketing events. To implement our growth strategy, we intend to continue to grow our sales and marketing teams. While these expenses may fluctuate from year to year as the Company continues to grow, we expect sales and marketing expenses to increase consistent with our overall growth.

•

Research and Development. Research and development expenses are comprised primarily of employee salaries and benefits related to our research and development team, consulting and professional fees, software, travel and web hosting fees. Our research and development team is focused on both continuous improvement in our existing learning platform, as well as developing new product modules and features. In the immediate future, as Docebo’s growth continues, we expect our research and development costs to increase proportionately, however, over time we believe it is reasonable to expect that they would decline as a percentage of revenue.

•

Share-based Compensation. Share-based compensation expenses are comprised of the value of stock options granted to employees expensed over the vesting period of the options and the deferred share units (“DSUs”). The Company’s Board of Directors may fix, from time to time, a portion of the total compensation (including annual retainer) paid by the Company to a director in a calendar year for service on the Board (the “Director Fees”) that are to be payable in the form of DSUs.

•

Foreign Exchange (Gain)/Loss. Foreign exchange (gain)/loss primarily relates to translation of monetary assets and liabilities denominated in foreign currencies being translated into functional currencies at the foreign exchange rate applicable at the end of each period.

•

Depreciation and Amortization. Depreciation and amortization expense primarily relates to depreciation on property and equipment and amortization of ROU assets. Property and equipment are comprised of furniture and office equipment, leasehold improvements and land and building. ROU assets relate to the adoption of IFRS 16 on January 1, 2019 which requires all major leases to be recognized on the statement of financial position.

Other Expenses

•

Loss on Change in Fair Value of Convertible Promissory Notes. These costs include costs with respect to the change in valuation of the Company’s convertible promissory notes from period to period. In May 2019, these convertible promissory notes were converted into common shares and there will be no further impact on our results of operations from such convertible promissory notes.

•

Finance Expense. These costs include interest on secured debentures, interest on convertible promissory notes, interest on lease obligations, interest income and bank fees.

•

Other Income. Other income is primarily comprised of rental income from subleasing office space.

Results of Operations

The following table outlines our consolidated statements of loss and comprehensive loss for the periods indicated:


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
	$		$		$		$
Revenue		16,096		10,586		44,161		29,145


Cost of revenue	2,883		2,110		8,564		6,058

Gross profit	13,213		8,476		35,597		23,087

Operating expenses
General and administrative	3,575		3,219		11,260		9,342
Sales and marketing	5,796		5,711		17,559		13,104
Research and development	3,265		2,175		9,476		6,434
Share-based compensation	512		99		1,317		251
Foreign exchange (gain) loss	440		148		(1,607	)	102
Depreciation and amortization	279		207		771		594

	13,867		11,559		38,776		29,827

Operating loss	(654	)	(3,083	)	(3,179	)	(6,740	)

Finance expense, net	78		228		37		707
Loss on change in fair value of convertible promissory notes	—		—		—		776
Other income	(19	)	(18	)	(57	)	(57	)

Loss before income taxes	(713	)	(3,293	)	(3,159	)	(8,166	)

Income tax expense	445		449		754		449

Net loss for the year	(1,158	)	(3,742	)	(3,913	)	(8,615	)


Other comprehensive loss
Item that may be reclassified subsequently to income:
Foreign currency translation loss (gain)	117		(471	)	2,035		(69	)
Item not subsequently reclassified to income:
Actuarial loss	—		10		—		30

	117		(461	)	2,035		(39	)

Comprehensive loss	(1,275	)	(3,281	)	(5,948	)	(8,576	)


Loss per share - basic and diluted	(0.04	)	(0.16	)	(0.14	)	(0.37	)
Weighted average number of common shares outstanding - basic and diluted	28,748,652		23,760,149		28,560,806		23,122,698

Review of Operations for the three and nine months ended September 30, 2020 and 2019

Revenue


	Three months ended September 30,									Nine months ended September 30,
	2020		2019		Change		Change			2020		2019		Change		Change
	$		$		$		%			$		$		$		%
Subscription Revenue		15,101		9,802		5,299		54	%		40,699		26,036		14,663		56	%
Professional Services		995		784		211		27	%		3,462		3,109		353		11	%

Total Revenue		16,096		10,586		5,510		52	%		44,161		29,145		15,016		52	%

Revenue increased from $10.6 million to $16.1 million or 52% for the three months ended September 30, 2020 as compared to the equivalent period in the prior year. For the nine months ended September 30, 2020 and 2019 revenues were $44.2 million and $29.1 million, respectively, an increase of $15.0 or 52%. In both periods, the significant revenue increase was primarily attributable to revenue from new customers, as well as up-selling to existing customers, as the number of customers rose from 1,632 as at September 30, 2019 to 2,025 as at September 30, 2020 and the average contract value per customer increased from approximately $26 as at September 30, 2019 to approximately $32 as at September 30, 2020. Average contract value is calculated as total Annual Recurring Revenue divided by the number of active customers. All references to the number of customers or companies we serve is based on contracted customers.

Historically, in calculating average contract value, all references to the number of customers or companies we serve included separate accounts per customer based on their installation(s) count. For the third quarter of the fiscal year ended December 31, 2020 and going forward, any separate accounts that our customers may have will be aggregated and counted as one customer based on the contracted customer for the purposes of calculating our average contract value to provide a more precise understanding of this metric. The following table outlines our average contract value from the start of fiscal year 2019 using this updated calculation method and historically reported values:


	Q1 2019		Q2 2019			Q3 2019			Q4 2019		Q1 2020		Q2 2020
	$		$			$			$		$		$
Updated Methodology
Number of customers		1,491		1,549			1,632			1,725		1,831		1,923
Average contract value (in thousands of US dollars)	$	22,468	$	23,848		$	25,551		$	27,362	$	28,454	$	29,616

As Previously Reported
Number of customers		1,596		1,651	¹		1,712	¹		1,808		1,938		2,046
Average contract value (in thousands of US dollars)	$	20,990	$	22,374		$	24,357		$	26,106	$	26,883	$	27,835

¹	Includes number of customers from OEM contracts

Subscription revenue increased from $9.8 million to $15.1 million or 54% in the third quarter of 2020 as compared to the same quarter in 2019 and from $26.0 million to $40.7 million or 56% for the nine months ended September 30, 2020 as compared to the same period in the prior year. Revenues from professional services increased by $0.2 million or 27% in the third quarter of 2020 as compared to the same quarter in 2019 and increased by $0.4 million or 11% for the nine months ended September 30, 2020 as compared to the same period in the prior year.

Cost of Revenue


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change		Change
	$			$			$		%			$			$			$		%
Cost of revenue		2,883			2,110			773		37	%		8,564			6,058			2,506		41	%
Percentage of total revenue		17.9	%		19.9	%							19.4	%		20.8	%

Cost of revenue increased from $2.1 million to $2.9 million or 37% for the three months ended September 30, 2020 as compared to the equivalent period in the prior year and increased by $2.5 million to $8.6 million or 41% for the nine months ended September 30, 2020 as compared to the equivalent period in the prior year. The period over period absolute increases in cost of revenue were closely related to the increase in revenue. Included in cost of revenue are web hosting fees that include a base amount per customer plus fees that are directly related to utilization of the platform. We continue to work closely with our hosting solution provider Amazon Web Services to optimize our platform architecture and related costs.

Gross Profit


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change		Change
	$			$			$		%			$			$			$		%
Gross profit		13,213			8,476			4,737		56	%		35,597			23,087			12,510		54	%
Percentage of total revenue		82.1	%		80.1	%							80.6	%		79.2	%

Gross profit, being revenue less cost of revenues, increased from $8.5 million to $13.2 million and improved from 80.1% of revenue to 82.1% of revenue for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019. For the nine months ended September 30, 2020, gross profit increased from

$23.1 million to $35.6 million and improved from 79.2% to 80.6% as compared to the prior year’s equivalent nine month comparative period. The improvement is primarily due to professional service revenue being a lower percent of total revenue in the current period quarter (cost of goods is higher for professional service revenue than it is for subscription revenue) and realization of some benefit of scale in our infrastructure cost. As we continue to grow our revenues, we anticipate that we will continue to realize an improved gross profit margin, but the incremental benefits will reduce over time.

Operating Expenses


	Three months ended September 30,									Nine months ended September 30,
	2020		2019		Change		Change			2020			2019		Change			Change
	$		$		$		%			$			$		$			%
General and administrative		3,575		3,219		356		11	%		11,260			9,342		1,918			21	%
Sales and marketing		5,796		5,711		85		1	%		17,559			13,104		4,455			34	%
Research and development		3,265		2,175		1,090		50	%		9,476			6,434		3,042			47	%
Share-based compensation		512		99		413		417	%		1,317			251		1,066			425	%
Foreign exchange (gain) loss		440		148		292		197	%		(1,607	)		102		(1,709	)		(1,675	)%
Depreciation and amortization		279		207		72		35	%		771			594		177			30	%

Total operating expenses		13,867		11,559		2,308		20	%		38,776			29,827		8,949			30	%

General and Administrative Expenses


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change		Change
	$			$			$		%			$			$			$		%
General and administrative		3,575			3,219			356		11	%		11,260			9,342			1,918		21	%
Percentage of total revenue		22.2	%		30.4	%							25.5	%		32.1	%

General and administrative expenses increased from $3.2 million to $3.6 million or 11% for the three months ended September 30, 2020 as compared to the equivalent period in the prior year and increased from $9.3 million to $11.3 million or 21% for the nine months ended September 30, 2020 as compared to the equivalent period in the prior year. Historically, higher salaries and benefits and office costs from an increase in personnel required to support the Company’s growing operations as well as increased costs of compliance associated with being a public company, including increased accounting and legal expenses, resulted in an increase in general and administrative expenses. As compared to the third quarter in 2019, the Company experienced a decrease in travel and personnel related expenses due to Company safety initiatives implemented during COVID-19, as well as lower professional and consulting fees related to accounting, legal and consulting fees as a result of IPO costs incurred in the third quarter of 2019. Our general and administrative expenses as a percentage of total revenue decreased from 30.4% to 22.2% for the three months ended September 30, 2019 and September 30, 2020, respectively, and decreased from 32.1% to 25.5% from the nine months ended September 30, 2020 to nine months ended September 30, 2019.

Sales and Marketing Expenses


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change		Change
	$			$			$		%			$			$			$		%
Sales and marketing		5,796			5,711			85		1	%		17,559			13,104			4,455		34	%
Percentage of total revenue		36.0	%		53.9	%							39.8	%		45.0	%

Sales and marketing expenses increased slightly from $5.7 million to $5.8 million or 1% for the three months ended September 30, 2020 as compared to the equivalent period in the prior year and increased from $13.1 million to $17.6 million or 34% for the nine months ended September 30, 2020 as compared to the equivalent period in the prior year. The increase was due to the Company’s continued focus on growing its subscription revenue in multiple jurisdictions and reflects an increase in the number of employees and related employee salaries and wages offset by savings in conferences, travel and marketing spend as a result of the impact from COVID-19 in the current fiscal year . These additional employees are required to support our sales expansion in new markets, as well as servicing the growing customer base. We will continue to add staff in this area and incrementally invest in advertising and marketing events for so long as we can efficiently increase our revenue base. We are monitoring the economic outlook as a result of the global pandemic and while the systemic impact it may have is difficult to determine, we expect to grow our subscriptions base for the remainder of the year. As a result of the economic uncertainty, we will cautiously increase our headcount in our Sales and Marketing group over the remainder of the year. Our sales and marketing expenses as a percentage of total revenue decreased from 53.9% to 36.0% for the three months ended September 30, 2019 and September 30, 2020, respectively, and decreased from 45.0% to 39.8% for the nine months ended September 30, 2020 to nine months ended September 30, 2019.

Research and Development Expenses


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change		Change
	$			$			$		%			$			$			$		%
Research and development		3,265			2,175			1,090		50	%		9,476			6,434			3,042		47	%
Percentage of total revenue		20.3	%		20.5	%							21.5	%		22.1	%

Research and development expenses increased from $2.2 million to $3.3 million or 50% for the three months ended September 30, 2020 as compared to the equivalent period in the prior year and increased from $6.4 million to $9.5 million or 47% for the nine months ended September 30, 2020 as compared to the equivalent period in the prior year. The increase in both period comparatives was due to the Company’s continued focus on maintaining and improving its platform and developing related new products. The majority of the increase in costs related to an increase in employees resulting in higher salaries and wages. On an absolute basis, research and development expenses will continue to grow as the Company maintains its efforts to keep its product at the leading edge of learning technology and builds new features on the current platform but will decrease as a percent of revenue over time. Our research and development expenses as a percentage of total revenue decreased from 20.5% to 20.3% for the three months ended September 30, 2019 and September 30, 2020, respectively, and decreased from 22.1% to 21.5% for the nine months ended September 30, 2020 to nine months ended September 30, 2019.

Share-Based Compensation


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change		Change
	$			$			$		%			$			$			$		%
Share-based compensation		512			99			413		417	%		1,317			251			1,066		425	%
Percentage of total revenue		3.2	%		0.9	%							3.0	%		0.9	%

Share-based compensation expense increased from $99 to $512 or 417% for the three months ended September 30, 2020 as compared to the equivalent period in the prior year and increased from $251 to $1,317 or 425% for the nine months ended September 30, 2020 as compared to the equivalent period in the prior year. The increase is primarily due to additional stock options granted in the first three quarters of 2020 along with quarterly DSU expenses.

Foreign Exchange (Gain)/Loss


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change			Change
	$			$			$		%			$			$			$			%
Foreign exchange (gain) loss		440			148			292		197	%		(1,607	)		102			(1,709	)		(1,675	)%
Percentage of total revenue		2.7	%		1.4	%							(3.6	)%		0.3	%

Foreign exchange (gain)/loss primarily relates to translation of monetary assets and liabilities denominated in foreign currencies being translated into functional currencies at the foreign exchange rate applicable at the end of each period. The Company invested the proceeds from the IPO completed on October 8, 2019 and the bought deal offering completed on August 27, 2020 in short-term investments denominated in United States dollars. As a result of the movement of the United States dollar in comparison to the Canadian dollar, the Company’s functional currency, we have experienced fluctuations in unrealized foreign exchange (gain)/loss in fiscal 2020.

Depreciation and Amortization


	Three months ended September 30,											Nine months ended September 30,
	2020			2019			Change		Change			2020			2019			Change		Change
	$			$			$		%			$			$			$		%
Depreciation and amortization		279			207			72		35	%		771			594			177		30	%
Percentage of total revenue		1.7	%		2.0	%							1.7	%		2.0	%

Depreciation and amortization expense increased from $207 to $279 or 35% for the three months ended September 30, 2020 as compared to the equivalent period in the prior year and increased from $594 to $771 or 30% for the nine months ended September 30, 2020 as compared to the equivalent period in the prior year. The increase in depreciation and amortization expense is primarily due to continued growth of the Company’s personnel resulting in expansion of office space and leases, as well as furniture and fixtures.

Non-operating Items


	Three months ended September 30,												Nine months ended September 30,
	2020			2019			Change			Change			2020			2019			Change			Change
	$			$			$			%			$			$			$			%
Finance expense, net		78			228			(150	)		(66	)%		37			707			(670	)		(95	)%
Loss on change in fair value of convertible promissory notes		—			—			—			—	%		—			776			(776	)		(100	)%

Other income		(19	)		(18	)		(1	)		6	%		(57	)		(57	)		—			—	%

Finance Expense

Finance expense decreased from $228 to $78 for the three months ended September 30, 2020 as compared to the equivalent period in the prior year. In the first two quarters of 2019, interest was being paid on issued and outstanding secured debentures and convertible promissory notes. In October 2019, all debt facilities were repaid with the proceeds from the IPO. The remaining proceeds have been placed in cash and cash equivalents that include short-term investments in highly liquid marketable securities, having a term to maturity of three months or less, and earning interest income.

Loss on Change in Fair Value of Convertible Promissory Notes

Other Income

Other income is primarily comprised of rental income from subleasing office space and has remained relatively consistent period over period.

Selected Annual Information


	2019 $			2018 $			2017 $
Revenue		41,443			27,074			17,126
Net loss for the year		(11,914	)		(11,651	)		(8,240	)
Net loss attributable to equity owners of the Company		(11,914	)		(11,272	)		(7,314	)
Loss per share - basic and diluted		(0.49	)		(0.52	)		(0.43	)
Total assets		63,860			13,300			9,502
Total liabilities		32,479			30,076			4,194

Revenue

For the years ended December 31, 2019 and 2018, revenues were $41.4 million and $27.1 million, respectively. In each fiscal year, the significant revenue increase was primarily attributable to revenue from new customers, as the number of customers rose from 1,427 as at December 31, 2018 to 1,725 as at December 31, 2019 and the average contract value per customer increased from approximately $21 as at December 31, 2018, to approximately $27 as at December 31, 2019. Average contract value is calculated as total ARR divided by the number of contracted customers. Professional services revenue increased by $1.0 million or 30% in 2019 as compared to 2018. Increase in revenue attributed to professional services is primarily associated with sales of new subscriptions.

Net Loss

For the years ended December 31, 2019 and 2018, net loss was $11.9 million and $11.7 million, respectively. In each fiscal year, the increase in net loss was primarily attributable to the increase in operating expenses of $43.0 million and $30.4 million for the years ended December 31, 2019 and 2018, respectively. The increase in operating expenses for each year presented was consistent with increases in revenue, and was primarily due to higher salaries and benefits related to an increase in headcount, other operating costs required to support the Company’s growing operations and an increase in consulting and professional fees as a result of the IPO. Net loss in Fiscal 2019 and 2018 also increased due to recognition of loss on change in fair value of convertible promissory notes in the amount of $776 and $2,083, respectively.

Total Assets

Total assets increased $50.6 million or 380% from Fiscal 2019 to Fiscal 2018, with cash and cash equivalents accounting for $42.5 million of the increase, largely due to the proceeds raised from the IPO. Trade and other receivables increased by $4.0 million reflecting growth in revenue. The Company also recognized ROU assets of $2.4 million and net investment in finance lease of $0.4 million as at December 31, 2019 from the adoption of IFRS 16 on January 1, 2019.

Total Liabilities

Total liabilities increased $2.4 million or 8% from Fiscal 2019 to Fiscal 2018. The main drivers of the increase was deferred revenue and lease obligations, increasing $5.3 million and $3.4 million, respectively. The growth in sales of our subscription revenue offering resulted in an increase of deferred revenue while the adoption of IFRS 16 resulted in the lease obligations in Fiscal 2019 related to obtaining ROU assets. Additionally, trade and other payables increased by $2.8 million due to increased expenses incurred with the Company’s growth and employee benefit obligations increased by $0.5 million due to an increase in the provision and actuarial loss slightly offset by a decrease in payments. These increases were partly offset by a decrease in borrowings of $9.3 million through repayment of the secured debentures and convertible promissory notes in Fiscal 2019 from IPO proceeds that were outstanding as of December 31, 2018.

Key Statement of Financial Position Information


	September 30, 2020		December 31, 2019		Change		Change
	$		$		$		%
Cash and cash equivalents		60,835		46,278		14,557		31	%
Total assets		88,738		63,860		24,878		39	%
Total liabilities		43,740		32,479		11,261		35	%
Total long-term liabilities		4,477		3,938		539		14	%

Total Assets

September 30, 2020 compared to December 31, 2019

Total assets increased $24.9 million or 39% from December 31, 2019 to September 30, 2020. The majority of the increase was due to cash increasing $14.6 million as a result of net proceeds of $18.1 million from the bought deal offering of common shares offset by cash used to support operating activities and trade and other receivables increasing by $7.6 million reflecting growth in revenue as well as higher annual renewal billings. The Company also recognized additional $1.0 million in contract assets during the first three quarters of 2020, along with $0.7 million in prepaids and deposits for annual software purchases and $0.5 million in property and equipment from office expansion purchases.

Total Liabilities

September 30, 2020 compared to December 31, 2019

Total liabilities increased $11.3 million or 35% from December 31, 2019 to September 30, 2020. The majority of the increase was due to deferred revenue increasing $7.8 million reflecting a corresponding growth in revenue and $2.5 million increase in trade payables. The Company also recognized additional $0.4 million increase in employee benefit obligations as a result of increased headcount.

Quarterly Results of Operations

The following table sets forth selected unaudited quarterly statements of operations data for each of the eight quarters ending December 31, 2018 to ending September 30, 2020. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements for the year ended December 31, 2019 and the unaudited condensed consolidated interim financial statements for the period ended September 30, 2020. This data should be read in conjunction with our audited annual financial statements for the year ended December 31, 2019 and the unaudited condensed consolidated interim financial statements for the period ended September 30, 2020. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.


	Three months ended
(In thousands of US dollars, except per share data)	September 30, 2020			June 30, 2020			March 31, 2020		December 31, 2019			September 30, 2019			June 30, 2019			March 31, 2019			December 31, 2018
	$			$			$		$			$			$			$			$
Revenue		16,096			14,535			13,530		12,298			10,587			9,923			8,636			8,050
Net income (loss) before income		(713	)		(3,265	)		819		(3,139	)		(3,293	)		(2,336	)		(2,538	)		(3,160	)
Net income (loss) attributable to equity owners of the Company		(1,158	)		(3,498	)		743		(3,299	)		(3,742	)		(2,336	)		(2,538	)		(3,160	)
Income (loss) per share - basic		(0.04	)		(0.12	)		0.03		(0.12	)		(0.16	)		(0.10	)		(0.11	)		(0.14	)
Income (loss) per share - diluted		(0.04	)		(0.12	)		0.02		(0.12	)		(0.16	)		(0.10	)		(0.11	)		(0.14	)

Revenue

Net Income

Net income has improved in the third quarter of fiscal 2020 yet remained relatively consistent for each of the preceding periods presented aside from the first quarter of 2020. The income generated in the first quarter of 2020 was primarily attributable to an unrealized gain in foreign exchange experienced due to the weakening of the Canadian dollar. The improvement in the third quarter of fiscal 2020 is a result of higher revenue growth while operating costs have remained relatively consistent throughout fiscal 2020.

Liquidity, Capital Resources and Financing

Overview

Working Capital

Our primary source of cash flow is revenue from operations, equity capital raises totaling $70.5 million including proceeds, net of underwriting commissions from our IPO completed on October 8, 2019, net proceeds from the bought deal offering of common shares completed on August 27, 2020 and net debt financing through the Credit Facility (as defined below). Our approach to managing liquidity is to ensure, to the extent possible, that we always have sufficient liquidity to meet our liabilities as they become due. We do so by monitoring cash flow and performing budget-to-actual analysis on a regular basis.

Working capital surplus as at September 30, 2020 was $42.9 million. On July 25, 2019, the Company entered into a revolving term credit facility (the “Credit Facility”) with the Toronto-Dominion Bank, which provides for a maximum availability of up to $15 million all of which was available as at March 31, 2020. Immediately upon closing of the Credit Facility, $7 million was drawn to repay the secured debentures previously issued to certain shareholders of the Company and certain of their affiliates, being Klass.com Subsidiary LLC; Klass Capital Corporation, an affiliate of Klass.com Subsidiary LLC; Intercap Income Inc., an affiliate of Intercap Equity Inc. and Gresilent Holding Srl, an entity that Claudio Erba beneficially owns and controls or directs. The facility may be drawn in either U.S. or Canadian dollars by way of Canadian prime rate loans, U.S. base rate loans or LIBOR loans bearing interest at the Canadian prime lending rate plus applicable margin, U.S. base rate plus applicable margin or LIBOR for the interest period plus applicable margin.

On October 16, 2019, the Company repaid the full balance of the Credit Facility outstanding of $7 million from the net proceeds of the IPO.

In addition to cash balances including proceeds, net of issuance costs, of $52.4 million from IPO completed on October 8, 2019 and net proceeds of $18.1 million from the bought deal offering completed on August 27, 2020, the Credit Facility with the availability of up to $15 million may be drawn to meet ongoing working capital requirements. Our principal cash requirements are for working capital. Given our existing cash and cash equivalents and the funds available from the Credit Facility, along with net proceeds obtained from our IPO and bought deal offering, we believe there is sufficient liquidity to meet our current and short-term growth requirements in addition to our long-term strategic objectives.

Bought Deal Offering

On August 27, 2020, the Company completed a new issue and secondary offering on a bought deal basis of its common shares through the issuance of new shares and a secondary sale of shares by certain shareholders. The bought deal offering consisted of an aggregate of 1,725,000 common shares, including the exercise in full by the underwriters of their overallotment option to purchase 225,000 common shares. A total of 500,000 common shares were issued from treasury for gross consideration of $19 million (C$25 million) for the Company, with share issuance costs for the Company amounting to $0.9 million (C$1.2 million). A total of 1,225,000 common shares were sold by the selling shareholders for gross consideration of $46.6 million (C$61.25 million), with the underwriting fees relating to their shares being paid by the selling shareholders.

Base Shelf Prospectus

Cash Flows

The following table presents cash and cash equivalents as at September 30, 2020 and 2019, and cash flows from operating, investing, and financing activities for the nine months ended September 30:


	2020 $			2019 $
Cash and cash equivalents		60,835			5,006

Net cash provided by (used in):
Operating activities		(1,891	)		(1,089	)
Investing activities		(991	)		(306	)
Financing activities		17,511			2,634
Effect of foreign exchange on cash and cash equivalents		(72	)		11

Net increase in cash and cash equivalents		14,557			1,250

Cash Flows Used in Operating Activities

Cash flows used in operating activities for the nine months ended September 30, 2020 were $(1.9) million compared to $(1.1) million for the nine months ended September 30, 2019. Improved EBITDA during fiscal 2020 as compared to the same period in the prior year was mainly due to higher revenue and improvement in our gross margin and general and administrative costs resulting in reduced cash flows used in operating activities. Increase in non-cash working capital items was primarily the result of an increase in trade and other receivables of $5.1 million, prepaids and deposits of $0.5 million, as well as a decrease in trade and other payables of $(1.2) million. The increase in cash outflow was offset by an increase in deferred revenue of $2.6 million. Trade and other receivables and deferred

revenue movements are a result of growth from new customers during fiscal 2020. Prepaids and deposits increased primarily due to annual software contract renewals.

Cash Flows Used in Investing Activities

Cash flows used in investing activities for the nine months ended September 30, 2020 were $(1.0) million compared to $(0.3) million for the nine months ended September 30, 2019. The slight increase in cash outflows for investing activities was due to more additions to property and equipment and ROU assets during fiscal 2020 compared to 2019.

Cash Flows from Financing Activities

Cash flows from financing activities for the nine months ended September 30, 2020 were $17.5 million compared to $2.6 million for the nine months ended September 30, 2019. On August 27, 2020, the Company completed a bought deal offering of common shares for net proceeds of $18.1 million resulting in the cash inflow during fiscal 2020. The inflow of cash from financing activities in the first three quarters of 2019 was from the $3.0 million proceeds from issuance of secured debentures in May 2019.

Credit Facility

On July 25, 2019, the Company secured the Credit Facility from Toronto-Dominion Bank (the “Lender”), which provides for the availability of up to $15 million (the “Commitment”) of which $15 million was available as at September 30, 2020. The amount available to be drawn under the Credit Facility from time to time is equal to the lesser of (i) the Commitment and (ii) an amount equal to the trailing one-month consolidated recurring revenue of the Company (“MRR”) multiplied by six multiplied by the trailing 12-month gross retention rate percentage on MRR (which rate shall not exceed 100%), minus the amount of any statutory prior claims then in existence. The Credit Facility will mature on July 25, 2022 (the “Maturity Date”). The Maturity Date may be extended for an additional 364 days, at the discretion of the Lender, upon the Company providing written notice to the Lender requesting such an extension. Interest on the drawn facility is set at LIBOR plus 2.75%. The standby fee on the undrawn balance is 0.50%.

On October 16, 2019, the Company repaid the full balance of the Credit Facility outstanding of $7 million from the net proceeds of the IPO. As at September 30, 2020, no balance has been drawn from the Credit Facility.

Use of Proceeds from the IPO and the Bought Deal Offering

As a result of the completed bought deal offering on August 27, 2020, the Company raised net proceeds of $18.1 million. These proceeds have been placed in cash and cash equivalents that include short-term investments in highly liquid marketable securities, having a term to maturity of three months or less. The Company’s use of proceeds from the bought deal offering has not changed from the disclosure set forth in the “Use of Proceeds” section of our short form prospectus dated August 24, 2020 to the date of this MD&A.

Contractual Obligations

During the three and nine months ended September 30, 2020, there were no significant changes in the Company’s contractual obligations.

Off-Balance Sheet Arrangements

See “Change in Accounting Policies” below for more details on adoption of IFRS 16.

Related Party Transactions

We have no related party transactions, other than those noted in Note 13 in our unaudited condensed consolidated interim financial statements.

Subsequent Events

On October 30, 2020, Docebo acquired all of the issued and outstanding shares of forMetris Société par Actions Simplifiée (“forMetris”), a leading SaaS-based learning impact evaluation platform based in Paris, France. Docebo has already developed built-in integrations with the forMetris platform and will be launching this new product offering as Docebo Learning Impact, available as part of the Docebo suite of products or as a standalone solution. The forMetris team in Paris, along with its founder and CEO Laurent Balagué, will join Docebo. The transaction will be accounted for as a business combination. Consideration for the purchase is approximately $3,750 consisting of $2,623 in cash and the balance in common shares of the Company. Additional contingent consideration up to an aggregate of $5,250 may be payable over three fiscal years following closing of the acquisition based on achievement of certain revenue milestones.

Financial Instruments and Other Instruments

Credit Risk

Our credit risk is primarily attributable to our cash and cash equivalents and trade and other receivables. We do not require guarantees from our customers. Credit risk with respect to cash and cash equivalents is managed by maintaining balances only with high credit quality financial institutions.

Due to our diverse customer base, there is no particular concentration of credit risk related to our trade and other receivables. Moreover, balances for trade and other receivables are managed and analyzed on an ongoing basis to ensure allowances for doubtful accounts, which are established and maintained at an appropriate amount.

We estimate anticipated losses from doubtful accounts based upon the expected collectability of all trade and other receivables, which estimate takes into account the number of days past due, collection history, identification of specific customer exposure and current economic trends. An impairment loss on trade and other receivables is calculated as the difference between the carrying amount and the present value of the estimated future cash flow.

Impairment losses are charged to general and administrative expense in the consolidated statements of loss and comprehensive loss. Receivables for which an impairment provision was recognized are written off against the corresponding provision when it is deemed uncollectible. Starting January 1, 2018, impairment losses for trade and other receivables have been calculated based on the expected credit losses model instead of historical collection evidence as under the previous standards. Potential effects from COVID-19 on the Company’s credit risk have been considered and have resulted in increases to its allowances for expected credit losses on customer balances. The Company continues its assessment given the fluidity of COVID-19’s global impact.

The maximum exposure to credit risk at the date hereof is the carrying value of each class of receivables mentioned above. We do not hold any collateral as security.

Foreign Currency Exchange Risk


	2020						2019
	Euro $			CAD $			Euro $			CAD $
Cash and cash equivalents		110			46,829			101			929
Trade and other receivables		768			1,249			407			1,003
Trade and other payables		(947	)		(42	)		(194	)		(92	)
Borrowings		—			—			—			(7,000	)

	(69)			48,036			314			(5,160)

We have not entered into arrangements to hedge our exposure to currency risk.

Critical Accounting Policies and Estimates

Revenue Recognition

•

identify the contract with a customer;

•

identify the performance obligations in the contract;

•

determine the transaction price;

•

allocate the transaction price; and

•

recognize revenue when, or as, the Company satisfies a performance obligation.

Revenue represents the amount the Company expects to receive for products and services in its contracts with customers, net of discounts and sales taxes. The Company derives revenue from subscription of its product (subscription revenue) comprised of its hosted SaaS and from the provision of professional services including implementation services, technical services and training. Professional services do not include significant customization to, or development of, the software.

The Company recognizes revenue upon transfer of control of products or services to customers at an amount that reflects the consideration the Company expects to receive in exchange for the products or services transferred. The Company’s contracts with customers often include multiple products and services. The Company evaluates these arrangements to determine the appropriate unit of accounting (performance obligation) for revenue recognition purposes based on whether the product or service is distinct from some or all of the other products or services in the arrangement. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the Company’s promise to transfer the good or service is separately identifiable from other promises in the contractual arrangement with the customer. Non-distinct products and services are combined with other goods or services until they are distinct as a bundle and therefore form a single performance obligation. Subscription revenue and professional services are generally capable of being distinct for the Company and are accounted for as separate performance obligations.

The timing of revenue recognition and the contractual payment schedules often differ, resulting in contractual payments being billed before contractual products or services are delivered. Generally, the payment terms are between 30 to 60 days from the date of invoice. The amounts that are billed, but not earned, are recognized as deferred revenue. When products or services have been transferred to customers and revenue has been recognized, but not billed, the Company recognizes and includes these amounts as unbilled trade receivables.

transactions as a whole. In concluding whether performance obligations are separately identifiable, management considers the transaction from the customer’s perspective. Among other factors, management assesses whether the service or product is sold separately by the Company in the normal course of business or whether the customer could purchase the service or product separately.

Convertible Promissory Notes

Convertible promissory notes are classified as fair value through profit or loss. The fair value of convertible promissory notes is based on the underlying value of the equity instruments that the convertible promissory notes are convertible into, which in turn requires estimates of the inherent value of the Company, considering value indicators including recent rounds of financing and market comparable valuation metrics.

Share-based Payments

Change in Accounting Policies

Leases

IFRS 16 specifies how leases will be recognized, measured, presented and disclosed and it provides a single lessee model requiring lessees to recognize ROU assets and lease liabilities for all major leases. The Company’s accounting policy under IFRS 16 is as follows:

The lease payments associated with those leases is recognized as an expense on a straight-line basis over the lease term.


(In thousands of US dollars)	$

Aggregate lease commitments as disclosed at December 31, 2018		4,181
Less: Recognition exemption for low-value leases.		246
Less: Recognition exemption for short-term leases.		1

Adjusted lease commitments.		3,934

Less: Impact of present value.		751

Opening IFRS 16 lease liability as at January 1, 2019		3,183

The cumulative effect of the changes made to the January 1, 2019 consolidated statement of financial position for the adoption of IFRS 16 is as follows:


(In thousands of US dollars)	December 31, 2018 $			IFRS 16 adjustments $			Balance as at January 1, 2019 $
Assets
Current assets:
Net investment in finance lease		—			85			85
Non-current assets:
Right-of-use-assets, net		—			2,406			2,406
Net investment in finance lease		—			357			357
Liabilities
Current liabilities:
Deferred lease incentives		55			(55	)		—
Lease obligations		—			822			822
Non-current liabilities:
Deferred lease incentives		243			(243	)		—
Lease obligations		—			2,361			2,361
Equity
Deficit		(48,319	)		(38	)		(48,357	)

Outstanding Share Information

We are currently authorized to issue an unlimited number of common shares. As of the date hereof, 29,145,207 common shares, 1,542,052 stock options and 44,142 DSUs are issued and outstanding.

Foreign Currency Exchange (“FX”) Rates


	Consolidated Statement of Financial Position		Consolidated Statement of Loss and Comprehensive Loss
Period	Current Rate		Average Rate
Three months ended September 30, 2019	$	0.7548	$	0.7523
Three months ended September 30, 2020	$	0.7469	$	0.7386

FX Impact on Consolidated Results

The following tables have been prepared to assist readers in assessing the FX impact on selected results for the nine months ended September 30, 2020 and 2019.


	September 30, 2019			September 30, 2020			September 30, 2020			September 30, 2020
	(as reported)			(as reported)			(FX impact)			(current period amounts applying prior period FX rate)
	$			$			$			$
Revenue		29,145			44,161			86			44,247
Cost of revenue		6,058			8,564			0			8,564
Gross profit		23,087			35,597			86			35,683
Operating expenses		29,827			38,776			440			39,216
Net loss		(8,615	)		(3,913	)		(364	)		(4,277	)

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

The Chief Executive Officer and Chief Financial Officer have designed or caused to be designed under their supervision, disclosure controls and procedures which provide reasonable assurance that material information regarding the Company is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, in a timely manner.

In addition, the Chief Executive Officer and Chief Financial Officer have designed or caused it to be designed under their supervision internal controls over financial reporting (“ICFR”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The Chief Executive Officer and Chief Financial Officer have been advised that the control framework the Chief Executive Officer and the Chief Financial Officer used to design the Company’s ICFR uses the framework and criteria established in the Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Chief Executive Officer and the Chief Financial Officer have evaluated, or caused to be evaluated under their supervision, whether or not there were changes to its ICFR during the period ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect the Company’s ICFR. No such changes were identified through their evaluation.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to inherent limitations in all such systems, no evaluations of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures and our internal controls over financial reporting are effective in providing reasonable, not absolute, assurance that the objectives of our control systems have been met.

Exhibit 4.6

LOGO

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

ANNUAL AND SPECIAL MEETING OF

SHAREHOLDERS

TO BE HELD ON JULY 21, 2020

June 4, 2020

TABLE OF CONTENTS


Notice of Annual and Special Meeting of Shareholders			1

Letter to Shareholders			3

Management Information Circular			4

Proxy Solicitation and Voting			4

Solicitation of Proxies			4

Notice and Access			6

Appointment of Proxies			6

Revocation of Proxies			7

Voting of Proxies			8

Quorum			8

Information for Beneficial Holders of Securities			8

Voting Securities and Principal Holders Thereof			9

Shares			9

Preferred Shares			9

Eligibility for Voting			9

Principal Shareholders			10

Matters to be Considered at the Meeting			10

1. Financial Statements			10

2. Election of Directors			10

3. Appointment of Auditors			22

4. ESPP			22

Compensation			25

Compensation Governance			25

Compensation Discussion and Analysis			26

Compensation – Named Executive Officers			31

Employment Agreements – Named Executive Officers			38

Compensation – Directors			41

Securities Authorized for Issuance Under Equity Compensation Plans			45

Statement of Governance Practices			46

Governance Highlights			46

Composition of Board of Directors and Independence			47

Nomination of Directors			47

Term Limits			48

Board Assessments			48

Charter of the Board			48

Position Descriptions			48

Orientation and Continuing Education			49

Ethical Business Conduct			49

Whistleblower Policy			50


Insider Trading Policy.			50

Disclosure and Confidential Information Policy			50

Diversity			50

Conflicts of Interest.			51

Committees of the Board			51

Board Interlocks			53

Succession Planning.			53

Risk Oversight			53

Equity Incentive Plans			54

Omnibus Incentive Plan			54

Legacy Option Plan.			60

Directors’ and Officers’ Insurance and Indemnification			61

Indebtedness of Directors and Officers			62

Interests of Certain Persons or Companies in Matters to be Acted Upon			62

Interest of Informed Persons in Material Transactions			62

Other Business			62

Additional Information			63

Approval of Directors			63

Schedule A Charter of the Board of Directors			A-1

Schedule B ESPP			B-1

Schedule C Equipment Requirements / Login Instructions			C-1

APPENDIX A ESPP Resolution			Appendix-1

- 3 -

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “Meeting”) of shareholders of Docebo Inc. (the “Company”) will be held in a virtual-only format via live audio webcast at https://web.lumiagm.com/288870197 on July 21, 2020 at 9:00 a.m. (Toronto time), for the following purposes:

1.	TO RECEIVE the financial statements of the Company and the auditors’ report thereon, for the year ended December 31, 2019;

2.	TO ELECT members of the board of directors of the Company;

3.	TO APPOINT auditors and to authorize the board of directors of the Company to fix their remuneration;

4.	TO CONSIDER, and if appropriate, to pass, with or without variation, an ordinary resolution (the full text of which is set out in Appendix A to this Circular) approving a new global employee stock purchase plan (“ESPP”); and

5.	TO TRANSACT such other business as may properly come before the Meeting or any adjournment thereof.

Holders of common shares of the Company (collectively, “Shareholders”) of record at the close of business on June 8, 2020 (the “Record Date”) will be entitled to vote at the Meeting.

In connection with the Meeting, the Company will use “notice and access” delivery to furnish to Shareholders a notice and access notification (the “N&A Notice”) containing instructions on how to access proxy-related materials, including the Company’s management information circular (the “Circular”) and the Company’s audited consolidated financial statements and the auditors’ report thereon and management’s discussion and analysis for the fiscal year ended December 31, 2019 (together with the Circular, the “Meeting Materials”). Under notice-and-access, the Company is permitted, as an alternative to sending paper copies of the Meeting Materials to Shareholders, to provide to Shareholders as of the Record Date, the N&A Notice containing, among other things, information regarding how to access the Meeting Materials online as well as how to obtain paper copies of the Meeting Materials free of charge. The Company anticipates that notice-and-access will directly benefit the Company through a reduction in mailing costs and will promote environmental responsibility by decreasing the large volume of documents generated by printing proxy-related materials. A form of proxy (if you are a registered Shareholder) or a voting instruction form (if you are a non-registered Shareholder) is included with this notice along with instructions on how to vote.

Shareholders who are unable to be present in person at the Meeting are requested to sign, date and return the form of proxy or voting instruction form received in accordance with the instructions provided. It is important that Shareholders read the accompanying management information circular carefully. The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this notice.

DATED at Toronto, Ontario this 4^th day of June, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

“Claudio Erba”

President & Chief Executive Officer

Docebo Inc.

- 2 -

LETTER TO SHAREHOLDERS

Dear Fellow Shareholder:

We are pleased to invite you to the annual and special meeting (the “Meeting”) of the holders of common shares (collectively, “Shareholders”) of Docebo Inc. (“Docebo” or the “Company”) to be held in a virtual- only format via live audio webcast at https://web.lumiagm.com/288870197 on July 21, 2020 at 9:00 a.m. (Toronto time).

2019 was a transformational year for Docebo. In addition to seeing continued growth in our business, the Company completed its initial public offering of 4,687,500 common shares on October 8, 2019, resulting in total gross proceeds of $75,000,000 (the “IPO”). The Company’s common shares are now listed on the Toronto Stock Exchange (“TSX”) under the symbol “DCBO”. The Meeting marks our first annual general meeting as a public company, and we look forward to using the occasion to celebrate our past success and talk about the future.

The enclosed management information circular describes the business to be conducted at the Meeting and provides information on the Company’s executive compensation and corporate governance practices. At the Meeting, there will be an opportunity to ask questions and meet with management and the board of directors of the Company. We look forward to providing you with an update on the Company’s recent achievements and our plans for the future.

To proactively mitigate risks relating to the unprecedented health impact of COVID-19, and its potential impact on the health and safety of our communities, Shareholders, employees and other stakeholders, and based on government recommendations to avoid large gatherings, we are holding our Meeting in a virtual- only format via live audio webcast. While Shareholders will not be able to attend the Meeting in person, the online platform will provide each Shareholder with an equal opportunity to participate in real time and vote at the Meeting, regardless of geographic location or particular circumstances.

Since the IPO, Docebo has reported three consecutive quarters of year over year revenue and annual recurring revenue growth in excess of 50%, reflecting higher average contract values and continued momentum with Docebo’s core mid-sized enterprise market and divisions of larger global companies. As the COVID-19 situation has unfolded we have seen higher utilization and interest in our platform. Although we must be pragmatic and appropriately cautious in the current environment, as economies recover from this pandemic we believe there will be lasting changes in remote working behaviour that further underscores the importance of learning management systems for every enterprise. Our focus is to continue executing our strategy to advance the platform, remain responsive to our customers’ needs, and manage growth in a capital efficient manner.

We look forward to welcoming you at the Meeting and thank you for your continued support.

Sincerely,

Jason Chapnik, Chair of the Board,

and

Claudio Erba, President & Chief Executive Officer and Director

- 3 -

LOGO

MANAGEMENT INFORMATION CIRCULAR

Unless otherwise noted or the context otherwise indicates, the “Company”, “Docebo”, “us”, “we” or “our” refer to Docebo Inc., together with its direct and indirect subsidiaries and predecessors or other entities controlled by it or them on a combined basis. Unless otherwise indicated herein, all references to dollars, “$” or “C$” are to Canadian dollars, all references to “US$” are to U.S. dollars and all references to “€” are to European euros. The board of directors of the Company is referred to herein as the “Board” or the “Directors”, and a “Director” means any one of them.

This management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by or on behalf of management of the Company, for use at the annual and special meeting (the “Meeting”) of holders (“Shareholders”) of common shares (the “Shares”) of the Company scheduled to be held in a virtual-only format via live audio webcast at https://web.lumiagm.com/288870197 on July 21, 2020 at 9:00 a.m. (Toronto time), and at all postponements or adjournments thereof, for the purposes set forth in the accompanying notice of the Meeting (the “Notice of Meeting”). Shareholders of record at the close of business on June 8, 2020 (the “Record Date”) will be entitled to vote at the Meeting.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of the novel coronavirus COVID-19, and to mitigate risks to the health and safety of the Company’s communities, Shareholders, employees and other stakeholders, the Meeting will be held in a virtual-only format, which will be conducted via live audio webcast over the internet. The Company currently intends to resume holding in-person meetings under normal circumstances in future years; however, the Company has determined that holding this year’s Meeting in a virtual-only format is a proactive and prudent step in light of restrictions on public gatherings and efforts to encourage social distancing during the COVID-19 pandemic. Shareholders will have an opportunity to participate at the Meeting online regardless of their geographic location. A summary of the information that Shareholders will need to attend the Meeting online is provided under “Voting and Asking Questions at the Meeting” and “Appointment of Proxies.”

Except as otherwise stated in this Information Circular, the information contained herein is given as of May 22, 2020.

PROXY SOLICITATION AND VOTING

Solicitation of Proxies

The Company will use the “notice and access” delivery model (“Notice and Access”) to conduct the solicitation of proxies in connection with this Information Circular. Proxies may also be solicited personally or by telephone by individual Directors of the Company or by officers and/or other employees of the Company. The Company will bear the cost in respect of the solicitation of proxies for the Meeting and will bear the legal, printing and other costs associated with the preparation of the Information Circular. The Company will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”). This cost is expected to be nominal.

- 4 -

Copies of the Company’s current annual information form (“AIF”) as well as the financial statements of the Company for the year ended December 31, 2019, together with the auditors’ report thereon and the related management’s discussion and analysis (“MD&A”), are available on the Company’s website at www.docebo.com and on the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com/.

Voting and Asking Questions at the Meeting

This year we are holding the Meeting as a completely virtual meeting, which will be conducted via live audio webcast, where all Shareholders regardless of geographic location will have an opportunity to participate in the Meeting.

Given this new format, all Shareholders are strongly advised to carefully read the voting instructions below that are applicable to them.

We encourage Shareholders to submit their votes in advance by going to www.voteproxyonline.com and entering the 12-digit control number from their proxy, by facsimile to 416-595-9593, or by mail to TSX Trust Company 301-100 Adelaide Street West, Toronto, ON M5H 4H1.

Voting as a Registered Shareholder

Registered Shareholders on the record date may vote online at the virtual meeting at https://web.lumiagm.com/288870197. Click on “I have a control number” and they will be prompted to enter their twelve digit control number (which is located on their proxy form) and enter the password DCB2020 (case sensitive). They have to be connected to the internet at all times to be able to vote – it’s the Shareholder’s responsibility to make sure they stay connected for the entire Meeting. Registered Shareholders on the record date who voted prior to the Meeting do not need to vote again during the Meeting.

Alternatively, they may give another person authority to represent them and vote their shares online at the virtual Meeting, as described below under the heading “Appointment of Proxies”.

Voting as a Non-Registered Shareholder

For non-registered Shareholders, whose shares are registered in the name of an intermediary, which is usually a trust company, securities broker or other financial institution, their intermediary is entitled to vote the shares held by it and beneficially owned by the non-registered Shareholder on the record date. However, it must first seek the non-registered Shareholder’s instructions as to how to vote their shares or otherwise make arrangements so that they may vote their shares directly. Non-registered Shareholders may vote their shares through their intermediary or online at the virtual Meeting by duly appointing themselves as proxyholder as described under the heading “Appointment of Proxies”.

Non-registered Shareholders that duly appoint themselves as proxyholder and who are responsible for obtaining a control number as described under the heading “Appointment of Proxies”, may vote online at the virtual meeting at https://web.lumiagm.com/288870197. Click on “I have a control number” and they will be prompted to enter their twelve digit control number (obtained from TSX Trust) and enter the password DCB2020 (case sensitive). Shareholders have to be connected to the internet at all times to be able to vote – it’s the responsibility of the Shareholder to make sure they stay connected for the entire Meeting.

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Non-registered Shareholders who have not duly appointed themselves as proxyholder will not be able to vote or ask questions at the Meeting, however such non-registered Shareholders may still attend the Meeting as guests through the live audio webcast at https://web.lumiagm.com/288870197.

Asking Questions at the Meeting

Registered Shareholders and non-registered Shareholders who have appointed themselves as proxyholder and obtained a control number are eligible to ask questions at any time. While logged in for the Meeting the Shareholder will be able to submit questions online by clicking on the submit questions button. If there are questions pertinent to Meeting matters that are unanswered during the Meeting due to time constraints, management will post answers to a representative set of such questions at https://www.docebo.inc/financials/financial-reports/default.aspx. The questions and answers will be available as soon as practicable after the Meeting and will remain available until the Company’s 2021 management information circular is filed.

Equipment Requirements / Login Instructions

Please refer to Schedule C of this Information Circular for equipment requirements and login instructions for the Meeting.

Notice and Access

The Company is using Notice and Access for both Registered Holders and Beneficial Holders (each as defined below), which allows the Company to furnish proxy materials online to Shareholders instead of mailing paper copies of such materials. Using Notice and Access, the Company can deliver proxy-related materials by (i) posting the Information Circular (and other proxy related materials) on a website other than SEDAR and (ii) sending a notice informing Shareholders that the Information Circular and proxy related materials have been posted and explaining how to access such materials (the “N&A Notice”).

On or before June 19, 2020, the Company will send to Shareholders of record as of the Record Date a notice package containing the N&A Notice and the relevant voting document (a form of proxy or voting instruction form, as applicable). The N&A Notice will contain basic information about the Meeting and the matters to be voted on, instructions on how to access the proxy materials, including this Information Circular and the Company’s 2019 audited consolidated financial statements and the auditors’ report thereon and management’s discussion and analysis for the fiscal year ended December 31, 2019 (together with this Information Circular, the “Meeting Materials”), an explanation of the Notice and Access process and details of how to obtain a paper copy of the Meeting Materials upon request at no cost.

The Meeting Materials are available electronically under the Company’s profile on SEDAR and at https://docs.tsxtrust.com/2177. Shareholders who want to receive a paper copy of the Meeting Materials or who have questions about Notice and Access may call toll free 1-866-600-5869 or email TMXEinvestorservices@tmx.com. In order to receive a paper copy in time to vote before the Meeting, requests should be received by July 10, 2020.

Appointment of Proxies

Shareholders will receive a form of proxy or voting instruction form (the “Form of Proxy”) for use in connection with the Meeting. The persons named in such Form of Proxy are currently Directors or officers of the Company. A Shareholder who wishes to appoint some other person to represent him, her or it at the Meeting may do so by crossing out the persons named in the Form of Proxy and inserting such person’s name in the blank space provided in the Form of Proxy or by completing another proper Form of Proxy. Such other person need not be a Shareholder of the Company.

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To be valid, proxies or instructions must be completed, signed, dated and returned to the offices of TSX Trust Company (the “Agent”) at 301 – 100 Adelaide Street West, Toronto, Ontario M5H 4H1, Canada, by mail (using the enclosed envelope, if desired), by fax to 416.595.9593 or by Internet at www.voteproxyonline.com, at any time up to and including 11:30 a.m. (Toronto time) on Friday July 17, 2020, or if the meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) preceding the time of such adjourned meeting.

The document appointing a proxy must be in writing and completed and signed by a Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. Instructions provided to the Agent by a Shareholder must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. Persons signing as officers, attorneys, executors, administrators, and trustees should so indicate and provide satisfactory evidence of such authority.

Registered Shareholders who wish to appoint a person other than the management nominees identified on the form of proxy, must carefully follow the instructions in this Circular and on their form of proxy. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust, by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found at https://tsxtrust.com/resource/en/75, after submitting their form of proxy. Failure to register the proxyholder with TSX Trust will result in the proxyholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Meeting.

Non-registered Shareholders who wish to attend and vote at the Meeting must insert his, her or its own name in the space provided for the appointment of a proxyholder on the voting instruction form provided by the intermediary and return it in accordance with the intermediary’s directions. By doing so, non- registered Shareholders are instructing their nominee to appoint them as proxyholder. Non-registered Shareholders wishing to attend and vote at the Meeting must also take the additional step of registering with our transfer agent, TSX Trust, by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be found at https://tsxtrust.com/resource/en/75, after submitting their voting instruction form. Failure to register with TSX Trust will result in the non-registered Shareholder not receiving a control number to participate in the Meeting and only being able to attend as a guest. Guests will not be permitted to vote or ask questions at the Meeting.

Revocation of Proxies

A proxy given by a Shareholder for use at the Meeting may be revoked at any time prior to its use. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized and deposited with the Agent at 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, Canada at any time up to and including two business days preceding the Meeting or any adjournment thereof at which the proxy is to be used, and upon such deposit, the proxy is revoked.

Only Registered Holders (as defined below) have the right to revoke a proxy. Beneficial Holders (as defined below) who wish to change their vote must make appropriate arrangements with their respective dealers or other intermediaries.

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Voting of Proxies

The persons named in the Form of Proxy will vote, or withhold from voting, the Shares in respect of which they are appointed, on any ballot that may be called for, in accordance with the instructions of the Shareholder as indicated on the Form of Proxy. In the absence of such specification, such Shares will be voted at the Meeting as follows:

•

FOR the election of those persons listed in this Information Circular as the proposed Directors for the ensuing year; and

•

FOR the appointment of Pricewaterhouse Coopers LLP, Chartered Accountants, as auditor of the Company for the ensuing year and to authorize the Board to fix the auditor’s remuneration; and

•

FOR approving the Company’s global employee stock purchase plan (“ESPP”).

For more information on these issues, please see the section entitled “Matters to be Considered at the Meeting” in this Information Circular.

The persons appointed under the Form of Proxy are conferred with discretionary authority with respect to amendments to or variations of matters identified in the Form of Proxy and the Notice of Meeting and with respect to other matters which may properly come before the Meeting. In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the Meeting, it is the intention of the persons designated in the Form of Proxy to vote in accordance with their best judgment on such matter or business. As at the date of this Information Circular, the Directors know of no such amendments, variations or other matters.

Quorum

A quorum for the transaction of business at the Meeting or any adjournment thereof shall be two persons present and entitled to vote at the Meeting that hold, or represent by proxy, not less than 25% of the votes attached to the outstanding Shares entitled to vote at the Meeting.

INFORMATION FOR BENEFICIAL HOLDERS OF SECURITIES

Information set forth in this section is very important to persons who hold Shares otherwise than in their own names. A Shareholder who beneficially owns Shares (a “Beneficial Holder”) that are registered in the name of an intermediary (such as a securities broker, financial institution, trustee, custodian or other nominee who holds securities on behalf of the Beneficial Holder or in the name of a clearing agency in which the intermediary is a participant) should note that only proxies or instructions deposited by securityholders whose names are on the records of the Company as the registered holders of Shares (“Registered Holders”) can be recognized and acted upon at the Meeting.

Shares that are listed in an account statement provided to a Beneficial Holder by a broker are likely not registered in the Beneficial Holder’s own name on the records of the Company and such Shares are more likely registered in the name of CDS Clearing and Depository Services Inc. (“CDS”) or its nominee.

Applicable regulatory policy in Canada requires brokers and other intermediaries to seek voting instructions from Beneficial Holders in advance of securityholder meetings. Every broker or other intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Holders in order to ensure that their Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Holder by its broker is identical to that provided to registered securityholders.

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However, its purpose is limited to instructing the registered securityholder how to vote on behalf of the Beneficial Holder. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions (“Broadridge”). Broadridge typically prepares a machine- readable voting instruction form, mails those forms to the Beneficial Holders and asks Beneficial Holders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions representing the voting of the securities to be represented at the Meeting. A Beneficial Holder receiving a Broadridge voting instruction form cannot use that voting instruction form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge well in advance of the Meeting in order to have the Shares voted. Proxy-related materials will be sent by the Company directly to “non-objecting beneficial owners” under NI 54-101. The Company intends to pay for intermediaries to deliver proxy-related materials to “objecting beneficial owners” and Form 54-101F7 (the request for voting instructions), in accordance with NI 54-101.

Although Beneficial Holders may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of CDS or their broker or other intermediary, a Beneficial Holder may attend the Meeting as proxy holder for the Registered Holder and vote their Shares in that capacity. Beneficial Holders who wish to attend the Meeting and indirectly vote their own Shares as proxy holder for the Registered Holder should enter their own names in the blank space on the Form of Proxy provided to them and return the same to their broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Shares

The authorized capital of the Company consists of (i) an unlimited number of Shares and (ii) an unlimited number of preferred shares, issuable in series. The common shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “DCBO”.

Holders of the Shares are entitled to one vote per Share on all matters upon which holders of the Shares are entitled to vote at the Meeting.

As at the date of this Information Circular, there are 28,470,300 Shares and no preferred shares issued and outstanding.

This summary is qualified by reference to, and is subject to, the detailed provisions of the articles of incorporation of the Company (the “Articles”).

Preferred Shares

Except as provided in any special rights or restrictions attaching to any series of preferred shares issued from time to time, the holders of preferred shares will not be entitled to receive notice of, attend or vote at any meeting of Shareholders.

Eligibility for Voting

At the Meeting, each holder of Shares of record at the close of business on the Record Date, will be entitled to one vote for each Share held on all matters proposed to come before the Meeting.

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Any Shareholder who was a Shareholder on the Record Date shall be entitled to receive notice of and vote at the Meeting or any adjournment thereof, even though he, she or it has since that date disposed of his, her or its Shares, and no Shareholder becoming such after that date shall be entitled to receive notice of and vote at the Meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action.

Principal Shareholders

To the knowledge of the Company and its executive officers, the only person or company that beneficially owned, or controlled or directed, directly or indirectly, voting securities of the Company carrying 10% or more of the votes attached to any class of issued and outstanding Shares as of the date hereof, is:


Name	Type of Ownership		Common Shares		Percentage of Class
Intercap (as defined below)⁽¹⁾		Legal and beneficial		17,733,800		62.34	%
Klass.com Subsidiary LLC⁽²⁾		Legal and beneficial		3,188,500		11.21	%

Notes:

(1)

Represents 16,791,100 Shares registered in the name of Intercap Equity Inc. and 942,700 Shares registered in the name of Intercap Financial Inc. Jason Chapnik beneficially owns, controls or directs, directly or indirectly, all of the equity interests of Intercap Equity Inc. and Intercap Financial Inc. Jason Chapnik, James Merkur and William Anderson are the director nominees of Intercap (as defined below). See “Election of Directors”.

(2)

Klass.com Subsidiary LLC is a wholly-owned subsidiary of Klass.com Holdings Inc., an entity that is beneficially owned, controlled or directed, directly or indirectly, by Daniel Klass and two other trustees of the Marisa Danielle Klass (2015) Family Trust. Daniel Klass is the director nominee of Klass (as defined below). See “Election of Directors”.

Management of the Company understands that the Shares registered in the name of CDS are beneficially owned through various dealers and other intermediaries on behalf of their clients and other parties. The names of the Beneficial Holders of such Shares are not known to the Company. Except as set out above, the Company and its executive officers have no knowledge of any person or company that beneficially owns, or controls or directs, directly or indirectly, 10% or more of the outstanding Shares of the Company.

MATTERS TO BE CONSIDERED AT THE MEETING

1.	Financial Statements

The financial statements of the Company for the year ended December 31, 2019 and the auditors’ report thereon accompanying this Information Circular will be placed before the Shareholders at the Meeting. No formal action will be taken at the Meeting to approve the financial statements. If any Shareholder has questions regarding such financial statements, such questions may be brought forward at the Meeting.

2.	Election of Directors

The Company’s Articles provide that the Board is to consist of a minimum of one and a maximum of 10 Directors, with the actual number to be determined from time to time by the Board. The Board currently consists of seven Directors and the present term of office of each Director of the Company will expire upon the election of Directors at the Meeting. It is proposed that each of the seven persons whose name appears below be elected as a Director of the Company to serve, subject to the Articles and the Business Corporations Act (Ontario) (the “OBCA”), until the close of the next annual meeting of Shareholders or until his or her successor is elected. All of the individuals who have been nominated as Directors are

- 10 -

currently members of the Board and all Director nominees have agreed to stand for re-election at the Meeting.

The persons named in the Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, intend to vote for the election, as Directors, of the proposed nominees whose names are set out below. It is not contemplated that any of the proposed nominees will be unable to serve as a Director but, if that should occur for any reason prior to the Meeting, the persons named in the Form of Proxy reserve the right to vote for another nominee at their discretion.

Investor Rights Agreement

Concurrently with the closing of the Company’s initial public offering on October 8, 2019 (the “IPO”), the Company entered into an investor rights agreement (the “Investor Rights Agreement”) with Intercap Equity Inc. and Intercap Financial Inc. (collectively, “Intercap”) and Klass.com Subsidiary LLC (“Klass”, and together with Intercap and their respective Permitted Transferees (as defined in the Investor Rights Agreement), the “Principal Shareholders”).

Pursuant to the Investor Rights Agreement, the Principal Shareholders have the right to designate nominees for election to the Board commensurate with their ownership interests in the Company, as follow:

•

Intercap can nominate a majority of the directors so long as Principal Shareholders together hold more than 50% of the issued and outstanding Shares on a non-diluted basis;

•

Intercap can nominate 40% of the directors (rounding up to the nearest whole number) so long as Principal Shareholders together hold at least 40% of the issued and outstanding Shares on a non- diluted basis;

•

Intercap can nominate 30% of the directors (rounding up to the nearest whole number) so long as Principal Shareholders together hold at least 30% of the issued and outstanding Shares on a non- diluted basis;

•

Intercap can nominate 20% of the directors (rounding up to the nearest whole number) so long as Principal Shareholders together hold at least 20% of the issued and outstanding Shares on a non- diluted basis; and

•

Intercap can nominate one director so long as Principal Shareholders together hold at least 10% of the issued and outstanding Shares on a non-diluted basis.

Additionally, so long as Klass holds at least 10% of the issued and outstanding Shares on a non-diluted basis, then Daniel Klass, or another individual designated by Klass, shall be one of Intercap’s nominees to the Board. There is no voting agreement between Intercap and Klass.

As of the date of this Information Circular, the Principal Shareholders hold 73.53% of the issued and outstanding Shares (of which Intercap holds 62.34%) on a non-diluted basis and Intercap is therefore entitled to nominate a majority of the Directors at the Meeting, one of which must be a Klass nominee. Currently, Jason Chapnik, James Merkur and William Anderson serve on the Board pursuant to Intercap’s

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nomination right and Daniel Klass serves on the Board pursuant to Klass’s nomination right. Each of the foregoing Directors is nominated for re-election pursuant to the Principal Shareholders’ nomination rights at the Meeting.

The foregoing summary is qualified in its entirety by reference to the provisions of the Investor Rights Agreement, a copy of which is available on the Company’s profile on SEDAR at www.sedar.com.

Advance Notice Provisions

The Company’s By-Law No. 1 dated October 1, 2019 (“By-Law No. 1”) provides for certain advance notice provisions with respect to the election of Directors (the “Advance Notice Provisions”). The Advance Notice Provisions are intended to: (i) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings of Shareholders; (ii) ensure that all Shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (iii) allow Shareholders to register an informed vote. Only persons who are nominated by Shareholders in accordance with the Advance Notice Provisions will be eligible for election as Directors at any annual meeting of Shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a Shareholder wishing to nominate a Director would be required to provide the Company with notice, in the prescribed form, within the prescribed time periods. These time periods include, (i) in the case of an annual meeting of Shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of Shareholders; provided, that if the first public announcement of the date of the annual meeting of Shareholders (the “Notice Date”) is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (ii) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for any purpose which includes electing Directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

A copy of By-Law No. 1 is available on the Company’s profile on SEDAR at www.sedar.com.

Majority Voting Policy

In accordance with the requirements of the TSX, the Board has adopted a majority voting policy (the “Majority Voting Policy”), which requires that in an uncontested election of Directors, if any nominee receives a greater number of votes “withheld” than votes “for”, the nominee will tender his or her resignation to the Chair of the Board promptly following the meeting of Shareholders. The Compensation, Nominating and Governance Committee of the Board (the “CNG Committee”) will consider such offer and make a recommendation to the Board whether to accept it or not. The Board will promptly accept the resignation unless it determines that there are exceptional circumstances that should delay the acceptance of the resignation or justify rejecting it. The Board will make its decision and announce it in a press release within 90 days following the meeting of Shareholders. A Director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board or the CNG Committee at which the resignation is considered.

A copy of the Majority Voting Policy is available on our website at www.docebo.com.

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Skills Matrix

The following chart illustrates the relevant skills possessed by each Director who is proposed for election at the Meeting:

Accounting /
Financial
Literacy

Governance/
Risk
Management

Software
Sales

Compensation
/ Human
Resources
Management

Innovation/
Technology

Other Public
Company
Board
Experience

Executive
Leadership

Jason Chapnik

Director (Chair)

Claudio Erba

Director and

President & Chief

Executive Officer

James Merkur

Director

Daniel Klass

Director

Kristin Halpin Perry

Director

Steven E. Spooner

Director

William Anderson

Director

About the Nominees

The following information sets forth the names of, and certain other biographical information for, the eight individuals proposed to be nominated for election as Directors at the Meeting.

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JASON CHAPNIK		Biographical Information and Principal Occupation
Age: 49 Location: Toronto, Ontario, Canada Director Since: April 2019 Status: INDEPENDENT		Jason Chapnik is the Chairman and Chief Executive Officer of Intercap Inc. and has over 30 years of experience as an investor and entrepreneur. He is also on the board of Resolver Inc., a provider of governance, risk and compliance software solutions, Guestlogix Inc., a technology company that provides onboard and off-board retail technology and merchandising systems (where he was appointed following its emergence from bankruptcy protection), StickerYou Inc., a platform for custom sticker creation, Reset Beauty Inc. (formerly Brand Lab Partners), a company that develops, launches and runs product brands in partnership with high-profile digital influencers, E. Automotive Inc. (formerly ESquared, Inc.), providing web solutions and online car auctions for automotive dealers and Kaboom Fireworks Inc., a Canadian fireworks superstore operating over 75 storefronts and a web-based store. He is also a board observer for the board of Plex Inc., a personal media server system and software suite. Previously, Mr. Chapnik served on several boards, including TouchTech Corporation (acquired by Move Inc.), The TV Corporation (acquired by Verisign Inc.), Dealer Dot Com, Inc. (“Dealer.com”), a digital marketing technology company, and then Dealertrack Inc. (“Dealertrack”), following its acquisition of Dealer.com. Mr. Chapnik holds a Bachelor of Commerce degree in Management Information Systems, Entrepreneurship and Real Estate Analysis from McGill University in Montreal, Quebec.


		Other Public Board Memberships

		N/A

Board / Committee Memberships

Attendance at
Regular Meetings in 2019

Overall
Attendance

Board (Chair)

Compensation, Nominating and Governance Committee (the “CNG Committee”)

1/1

100

Securities Beneficially Owned or Controlled
(as at May 22, 2020)

Common Shares

Deferred Share Units

Total Shares and
Deferred Share Units

Share Ownership
Requirement

Number

Market Value⁽¹⁾

Number

Market
Value⁽²⁾

Number

Market
Value

Minimum Ownership
Requirement

Complies with
Minimum
Ownership
Requirement⁽³⁾

17,733,800⁽⁴⁾

423,483,144

5,000

119,400

17,738,800

423,602,544

3 x Annual Cash Retainer
($120,000)⁽⁵⁾

Yes

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CLAUDIO ERBA		Biographical Information and Principal Occupation
Age: 46 Location: Macherio, Lombardy, Italy Director Since: April 2016 Status: NOT INDEPENDENT		Claudio Erba has over 15 years of experience in the learning and development industry. Since January 2018, he has also been the President of Algoritmica s.r.l (formerly known as Deeploans s.r.l), a natural language processing AI platform. From 2013 to 2014, he was also an investor and board member of RYSTO srl, a catering and hospitality job search site. Prior to this, Mr. Erba was a guest lecturer on Content Management Systems at the University of Florence. Prior to that, he was a Project Leader at MHP, a multimedia home platform. Mr. Erba holds a degree in Economics and Marketing from the Catholic University of the Sacred Heart in Milan, Italy.

		Other Public Board Memberships

		N/A


Board / Committee Memberships	Attendance at Regular Meetings in 2019		Overall Attendance
Board		1/1		100	%

Securities Beneficially Owned or Controlled
(as at May 22, 2020)

Common Shares

Options

Total Shares and Options

Share Ownership Requirement

Number

Market
Value⁽¹⁾

Number

Market
Value⁽⁶⁾

Number

Market Value

Minimum Ownership
Requirement

Complies with
Minimum
Ownership
Requirement⁽³⁾

1,648,100⁽⁷⁾

39,356,628

63,622

—

1,711,722

39,356,628

5 x Annual Base Salary
($1,713,502.50)⁽⁸⁾

Yes

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JAMES MERKUR		Biographical Information and Principal Occupation
Age: 50 Location: Toronto, Ontario, Canada Director Since: July 2019 Status: NOT INDEPENDENT		James Merkur has over 20 years of experience in the investment banking and private equity industry. He is the President at Intercap Inc. and the President and Chief Executive Officer at Logan Peak Capital Inc., a private equity and advisory business focused on investing in and advising growth oriented businesses. Mr. Merkur is also on the board of Resolver Inc., a provider of governance, risk and compliance software solutions, Canaccord Genuity Growth II Corp., a special purpose acquisition corporation, CryptoStar Corp., a publicly listed cryptocurrency mining and data centre operator, and Guestlogix Inc. (where he was appointed following its emergence from bankruptcy protection). He is also the Vice Chairman of Brass Enterprises, a real estate investment company. Prior to these roles, Mr. Merkur was Managing Director at Canaccord and has held senior roles at leading investment banks including Genuity Capital Markets, CIBC World Markets and Goldman Sachs. Mr. Merkur’s past board positions include NYX Gaming Group Ltd. (acquired by Scientific Games Corporation), a leading digital gaming provider and Canaccord Genuity Acquisition Corp. and Canaccord Genuity Growth Corp., both special purpose acquisition corporations. Mr. Merkur holds a Bachelor of Commerce degree from McGill University in Montreal, Quebec and a Juris Doctor and Master of Business Administration from the University of Toronto.

		Other Public Board Memberships

		CryptoStar Corp. Canaccord Growth II Corp.


Board / Committee Memberships	Attendance at Regular Meetings in 2019		Overall Attendance
Board		1/1		100	%

Securities Beneficially Owned or Controlled
(as at May 22, 2020)

Common Shares

Options

Deferred Share
Units

Total Shares,
Options and
Deferred Share
Units

Share Ownership Requirement

Number

Market
Value⁽¹⁾

Number

Market⁽⁶⁾
Value

Number

Market
Value⁽²⁾

Number

Market
Value

Minimum Ownership
Requirement

Complies with
Minimum
Ownership
Requirement⁽³⁾

21,250⁽⁹⁾

507,450

45,000

214,920

5,000

119,400

71,250

841,770

3 x Annual Cash Retainer
($120,000)

Yes

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DANIEL KLASS		Biographical Information and Principal Occupation
Age: 47 Location: Toronto, Ontario, Canada Since: April 2016 Status: INDEPENDENT		Daniel Klass is the founder and President of Klass Capital Corporation (“Klass Capital”), a private equity firm focused on acquiring and providing growth equity to mission-critical SaaS businesses. Mr. Klass also serves on the board of four private SaaS companies. He is currently the chair of the board of Resolver Inc., an integrated risk management software company. He is also on the boards of Nulogy Corporation, a SaaS company that develops, supports and sells software products in the field of supply chain management, contract packaging and contract manufacturing, Method Integration Inc., a SaaS company that provides a customizable customer relationship management solution that integrates with Quickbooks, an accounting software package, and Optimy SA, a SaaS company that helps organizations manage their grant, sponsorship and community investment activities. Mr. Klass is also on the board of Good Foot Delivery, a social enterprise providing a personalized point- to-point courier service that creates employment opportunities for people with disabilities. Prior to founding Klass Capital, Mr. Klass worked as a private equity investor at TD Bank and Edgestone Capital Partners. Mr. Klass holds a Bachelor of Science in mathematics and statistics from Western University in London, Ontario and a Master of Business Administration with a specialty in finance and accounting from the University of Toronto Rotman School of Management.

		Other Public Board Memberships

		N/A

Board / Committee Memberships

Attendance at
Regular Meetings in 2019

Overall
Attendance

Board

Audit Committee

1/1

100

Securities Beneficially Owned or Controlled
(as at May 22, 2020)

Common Shares

Deferred Share Units

Total Shares and
Deferred Share Units

Share Ownership
Requirement

Number

Market
Value⁽¹⁾

Number

Market
Value⁽²⁾

Number

Market Value

Minimum Ownership
Requirement

Complies with
Minimum
Ownership
Requirement⁽³⁾

3,188,500⁽¹⁰⁾

76,141,380

5,000

119,400

3,193,500

76,260,780

3 x Annual Cash Retainer
($120,000)⁽⁵⁾

Yes

- 17 -


KRISTIN HALPIN PERRY		Biographical Information and Principal Occupation
Age: 50 Location: Jericho, Vermont, USA Director Since: October 2018 Status: INDEPENDENT		Kristin Halpin Perry has over 25 years of experience as a human resources executive in a variety of different global business sectors, having worked in both large public companies and private high-growth technology companies. Ms. Halpin Perry is the founder and Human Resources Leader and Executive Coach of Veraz Consulting (“Veraz”), a human resources consulting firm. She is also currently the Chief People Officer of DealerPolicy Inc. and is on the board of Fluency Inc., an enterprise automation platform for advertising. Prior to founding Veraz and becoming a board member of Docebo, Ms. Halpin Perry was the Chief Talent Officer at Dealer.com, a digital marketing technology company. Dealer.com was acquired by Dealertrack, where Ms. Halpin Perry was Senior Vice President of Human Resources and Internal Communications until Dealertrack was acquired by Cox Automotive Inc., where she then became Senior Vice President of Human Resources (Software Group) from 2015 to 2016. Prior to these roles, she was Senior Director, Human Resources at Development Alternatives, Inc., an international social and economic development company from 2009 to 2010. Between 2006 and 2008, Ms. Halpin Perry was Senior Human Resources Manager of GE Healthcare, a leading provider of medical imaging, monitoring, biomanufacturing and cell and gene therapy technologies and during this time she spent one year working in London, United Kingdom at IDX Systems Corporation, a medical software company that was acquired by GE Healthcare in 2005. She was also the Head of Human Resources in Hong Kong, at Expedia APAC, a leading technology online travel agency. Ms. Halpin Perry holds an International Coach Federation License, an Associate of Arts degree in Business Administration from Champlain College in Vermont, a Bachelor of Science degree in Business Administration from Saint Michael’s College in Vermont and an Executive and Transitional Coaching Certification from the Hudson Institute of Coaching.

		Other Public Board Memberships

		N/A

Board / Committee Memberships

Attendance at
Regular Meetings in 2019

Overall
Attendance

Board

CNG Committee (Chair)

1/1

100

Securities Beneficially Owned or Controlled
(as at May 22, 2020)

Common Shares

Deferred Share Units

Total Shares and
Deferred Share Units

Share Ownership
Requirement

Number

Market
Value⁽¹⁾

Number

Market
Value⁽²⁾

Number

Market
Value

Minimum Ownership
Requirement

Complies with
Minimum
Ownership
Requirement⁽³⁾

15,000⁽¹¹⁾

358,200

11,250

268,650

26,250

626,850

3 x Annual Cash Retainer
($120,000)⁽⁵⁾

Yes

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STEVEN E. SPOONER		Biographical Information and Principal Occupation
Age: 61 Location: Kanata, Ontario, Canada Director Since: July 2019 Status: INDEPENDENT		Steven Spooner has over 34 years of experience in the technology and telecommunications sector. In 2019, Mr. Spooner retired from his role as the Chief Financial Officer (held since 2003) at Mitel Networks Corporation (“Mitel”), a $1.3 billion global telecommunications company providing unified communications solutions for businesses. As Mitel’s Chief Financial Officer, he had global responsibility for finance, operations, legal, information technology, mergers and acquisitions and investor relations. Mitel was a publicly listed issuer on the TSX and NASDAQ stock exchanges until it was acquired by Searchlight Capital Partners, L.P. in 2018. He currently serves as a director of Jamieson Wellness Inc., a TSX-listed leading branded manufacturer, distributor and marketer of high quality natural health products in Canada and is a member of the Carleton University Sprott School of Business Advisory Board. Previously, Mr. Spooner was the Chief Operating Officer at Wysdom Inc., a privately held mobile software company, Chief Executive Officer and board member at Stream Intelligent Networks Corp., a private telecommunications company and Chief Financial Officer at CrossKeys Systems Corp., a network management software company formerly listed on the TSX and NASDAQ. From 2009 to 2015, Mr. Spooner served as a director and Audit Committee Chair of Magor Corporation, a visual collaboration software company that was publicly listed on the TSX Venture Exchange prior to its acquisition by Harris Computer Systems Corporation. Mr. Spooner was also a director and Finance and Audit Committee Chair of the Ottawa Hospital Foundation from 2007 to 2016. He has also sat on several strategic advisory boards for emerging tech companies. Steven has more than 35 years of U.S. GAAP reporting expertise and 8 years of IFRS reporting oversight. He has also led two cross-border initial public offerings, overseen numerous mergers and acquisitions and raised several billion dollars in debt and equity financings. Mr. Spooner holds an Honours Bachelor of Commerce from Carleton University in Ottawa, Ontario. He is also a Fellow Chartered Professional Accountant, a Fellow Chartered Accountant and holds a Director designation from the Institute of Corporate Directors. Mr. Spooner was also recognized in October 2018 as the inaugural Chief Financial Officer of the Year by the Ottawa Board of Trade and Ottawa Business Journal.

		Other Public Board Memberships

		Jamieson Wellness Inc.

Board / Committee Memberships

Attendance at
Regular Meetings in 2019

Overall
Attendance

Board

Audit Committee (Chair)

CNG Committee

1/1

100

Securities Beneficially Owned or Controlled
(as at May 22, 2020)

Common Shares

Deferred Share Units

Total Shares and
Deferred Share Units

Share Ownership
Requirement

Number

Market
Value⁽¹⁾

Number

Market
Value⁽²⁾

Number

Market
Value

Minimum Ownership Requirement

Complies with
Minimum
Ownership
Requirement⁽³⁾

22,500

537,300

5,000

119,400

27,500

656,700

3X Annual Cash Retainer
($120,000)⁽⁵⁾

Yes

- 19 -


WILLIAM ANDERSON		Biographical Information and Principal Occupation
Age: 41 Location: Toronto, Ontario, Canada Director Since: May 2017 Status: INDEPENDENT		William Anderson has over 10 years of experience leading software businesses. Mr. Anderson is currently the Chief Executive Officer at Resolver Inc., a provider of governance, risk and compliance software solutions. Previously, from 2010 to 2014, Mr. Anderson was Executive Vice President at Iron Data Solutions Inc., a leader in case management and regulatory software solutions. From 2003 to 2010, Mr. Anderson was an employee and then executive at Gary Jonas Computing Ltd. (“Jonas Software”), a division of Constellation Software, a leading software business publicly listed on the TSX under ticker symbol “CSU.TO”. During his tenure at Jonas Software, Mr. Anderson progressed through several roles in Canada and the United Kingdom before becoming Division President for Jonas Construction Management Software Solutions in 2009. Mr. Anderson holds a Bachelor of Commerce degree in Finance from Queen’s University in Kingston, Ontario.
		Other Public Board Memberships
		N/A

Board / Committee Memberships

Attendance at
Regular Meetings in 2019

Overall
Attendance

Board

Audit Committee

1/1

100

Securities Beneficially Owned or Controlled
(as at May 22, 2020)

Common Shares

Deferred Share Units

Total Shares and Deferred
Share Units

Share Ownership Requirement

Number

Market
Value⁽¹⁾

Number

Market
Value⁽²⁾

Number

Market
Value

Minimum Ownership Requirement

Complies with
Minimum
Ownership
Requirement⁽³⁾

41,250⁽¹²⁾

985,050

5,000

119,400

46,250

1,104,450

3 x Annual Cash Retainer
($120,000)⁽⁵⁾

Yes

Notes:

(1)	Market value is calculated using closing price of the Shares on the TSX of $23.88 on May 22, 2020.

(2)	The market value of deferred share units represents the closing price of the Shares on the TSX of $23.88 on May 22, 2020.

(3)

The Company’s Share Ownership Policy provides that each Director and/or member of senior management has within the later of five years from the date of (i) the policy and (ii) becoming a Director or member of senior management, as applicable, to comply with the guidelines therein. The Company’s Share Ownership Policy also provides that, for the purposes of the policy, the value of Shares held is calculated using the higher of the cost base and current market price.

(4)	Jason Chapnik beneficially owns, controls or directs, directly or indirectly 16,791,100 of these Shares through Intercap Equity Inc. and beneficially owns, controls or directs, directly or indirectly 942,700 of these Shares through Intercap Financial Inc.

(5)	Based on an annual cash retainer of C$40,000.

(6)	The market value of options was determined by multiplying the number of fully vested “in-the-money” options on May 22, 2020, by the closing price of the Shares on the TSX on May 22, 2020, being $23.88 per share.

(7)	Claudio Erba owns 1,572,100 of these Shares personally and beneficially owns, controls or directs, directly or indirectly 76,000 of these Shares through Gresilent Holding Srl.

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(8)	Represents an annual base salary of €235,000 converted into Canadian dollars using an exchange rate of 1.4583, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into Canadian dollars on December 31, 2019.

(9)	James Merkur beneficially owns, controls or directs, directly or indirectly 6,250 of these Shares through Logan Peak Capital Inc. and beneficially owns, controls or directs, directly or indirectly 15,000 of these Shares through The Merkur Trust.

(10)	Daniel Klass beneficially owns, controls or directs, directly or indirectly these Shares through Klass.com Subsidiary LLC.

(11)	Kristin Halpin Perry beneficially owns, controls or directs, directly or indirectly these Shares through Kristin Halpin Perry Revocable Trust.

(12)	William Anderson beneficially owns, controls or directs, directly or indirectly 18,750 of these Shares through his personal registered retirement savings plan (RRSP) and 22,500 of these Shares through The 2015 William Anderson Family Trust.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, during the past 10 years, no nominee proposed for election has been a director, chief executive officer or chief financial officer of any company that:

(a)

(b)

was subject to a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days that was issued after the nominee ceased to act in such capacity and which resulted from an event that occurred while the nominee was acting in such capacity.

To the knowledge of the Company, other than as set out below, during the past 10 years, no nominee proposed for election has been a director or executive officer of any company that, while the nominee was acting in such capacity, or within a year of the nominee ceasing to act in such capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or director appointed to hold its assets.

Jason Chapnik was a director of Viafoura Inc. (“Viafoura”), a private company, until November 19, 2019. On December 1, 2019, Viafoura filed a notice of intention with the Official Receiver to make a proposal under the Bankruptcy and Insolvency Act (Canada). On May 14, 2020 Viafoura filed a proposal with the Official Receiver under Section 62 of the Bankruptcy and Insolvency Act (Canada). As of the date of this Circular, a meeting of creditors to vote on the proposal has not yet been held.

Personal Bankruptcies

To the knowledge of the Company, no nominee proposed for election has, within the 10 years prior to the date of this Information Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or director appointed to hold the assets of the nominee.

Penalties or Sanctions

No nominee proposed for election has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed

- 21 -

by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

3.	Appointment of Auditors

The audit committee of the Company (the “Audit Committee”) recommends to the Shareholders that Pricewaterhouse Coopers LLP (“PWC”) be appointed as the independent auditor of the Company, to hold office until the close of the next annual meeting of the Shareholders or until its successor is appointed, and that the Directors be authorized to fix the remuneration of the auditors.

PWC has been the auditor of the Company since its IPO on October 8, 2019. The persons named in the Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, will vote such proxies in favour of a resolution to appoint PWC as auditors of the Company and to authorize the Directors to fix PWC’s remuneration.

Audit Committee Information

Reference is made to the Company’s current AIF for information relating to the Audit Committee, as required under Form 52-110F1 – Audit Committee Information Required in an AIF. The AIF is available on the Company’s profile on SEDAR at www.sedar.com. Upon request, the Company will promptly provide a copy of the AIF free of charge to a securityholder of the Company.

ESPP

At the Meeting, Shareholders will be asked to pass, with or without variation, an ordinary resolution (the full text of which is set out in Appendix A to the Circular) approving the proposed ESPP (the “ESPP Resolutions”). The ESPP (which is described below and the full text of which is appended as Schedule B to this Circular) was unanimously approved by the Board with an effective date of May 11, 2020. The Board recommends that Shareholders vote for the ESPP Resolution. The persons named in the Form of Proxy, if not expressly directed to the contrary in such Form of Proxy, will vote such proxies in favour of the ESPP Resolutions. If approved by the Shareholders, the first offering period will begin on January 15, 2021.

The Company is seeking to reserve for issuance 570,000 Shares under the ESPP, representing approximately 2% of the issued and outstanding Shares as of May 11, 2020. The ESPP is designed to encourage employee share ownership by providing eligible employees with an opportunity to purchase Shares through voluntary payroll deductions, so as to encourage a proprietary interest in the operation, growth and development of Docebo.

The material features of the ESPP are summarized below. The summary does not purport to be a complete description of all of the provisions of the ESPP. It is qualified in its entirety by reference to the complete text of the ESPP, which has been appended to this Circular as Schedule “B”.

Administration of the ESPP

The ESPP will be administered by the Board, which may delegate its authority to a duly authorized committee of the Board (the “ESPP Plan Administrator”).

- 22 -

Eligibility

All employees of Docebo and certain of Docebo’s subsidiaries (including officers and directors who are also employees of the Company, whose regularly scheduled work week consists of at least 20 hours and who have completed three consecutive months of employment are eligible to participate in the ESPP.

Participation

An eligible employee may elect to participate in the ESPP by authorizing payroll deductions in an amount between 1% and 15% of his or her eligible compensation to be contributed to the ESPP. Such contributions are used to purchase Shares at the end of each offering period. Eligible employees may not purchase shares under the ESPP which exceed a fair market value (determined by reference to the closing price of the Shares on the TSX) of US$25,000 at the time the purchase rights are granted per calendar year. Shares may be purchased under the ESPP for 85% of the fair market value of the Shares (determined by reference to the closing price of the Shares on the TSX) on the purchase date. Each offering period is six months in duration, commencing on January 15 and July 15 of each year.

Insider Participation Limits

The participation of insiders of the Company is limited under the ESPP such that (i) the number of Shares issuable to insiders of the Company pursuant to the ESPP and any other security-based compensation arrangement of the Company cannot exceed, at any time, 10% of the Company’s issued and outstanding Shares, and (ii) the number of Shares issued to insiders of the Company pursuant to the ESPP and any other security-based compensation arrangement of the Company cannot exceed, within any one year period, 10% of the Company’s issued and outstanding Shares.

The ESPP prohibits purchases under the ESPP by employees of certain designated subsidiaries who are

U.S. taxpayers and who, after giving effect to such purchases, would own, directly or indirectly, common shares possessing 5% or more of the total combined voting power or value of all the classes of the capital shares of the Company or of and parent, as defined in Section 424(e) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any subsidiary, of the Company as defined in Section 424(f) of the Code.

Non-Transferability

Share purchase benefits and employee contributions may not be assigned, transferred, pledged or hypothecated in any way. Shares purchased in connection with the ESPP may not be sold, transferred, assigned, pledged, or hypothecated for a minimum of 12 months following the date of purchase (the “Holding Period”). Subject to the ESPP Plan Administrator’s discretion, the Holding Period shall continue unaffected in the event that (a) a participant’s participation in the ESPP ceases as a result of such participant’s termination of employment, death, transfer to status other than an Eligible Employee (as defined in the ESPP), transfer to an Excluded Affiliate (as defined in the ESPP) or a change in the designation of a participant’s employer to an Excluded Affiliate and (b) the ESPP is terminated in accordance with its the terms.

Amendments and Termination

The ESPP Plan Administrator may from time to time, without notice and without approval of the holders of voting shares, amend, modify, change, suspend or terminate the ESPP in whole or in part, subject to any regulatory or TSX approval that may be required and provided that the ESPP may not be amended in any way that would (a) cause rights issued under the ESPP in respect of 423 Component Eligible Employees (as defined in the ESPP) to fail to meet the requirements for employee share purchase plans as defined in

- 23 -

Section 423 of the Code or any successor thereto, including, without limitation, Shareholder approval if required; or (b) deprive a participant of any benefits that have accrued to the date of termination or which would cause or permit any Shares or employee contributions held pursuant to the ESPP to revert to or become the property of the Company (other than pursuant to the existing termination provisions).

Notwithstanding the above, and subject to the rules of the TSX (which requires approval of disinterested shareholders), the approval of shareholders is required to effect any of the following amendments to the ESPP:

•

increasing the number of Shares reserved for issuance under the ESPP, except pursuant to provisions of the ESPP that permit the ESPP Plan Administrator to make equitable adjustments in the event of certain transactions affecting the Company or its capital;

•

removing or exceeding the 10% limits on Shares issuable or issued to insiders;

•

increasing the 85% discount to the fair market value of the Shares which can be purchased under the ESPP;

•

permitting any interest in the Share purchase benefits or the employee contributions under the ESPP to be transferable or assignable; and

•

deleting or otherwise reducing the range of amendments which require approval of the shareholders.

Except for the items listed above, amendments to the ESPP will not require shareholder approval. Such amendments include (but are not limited to): (a) amending the holding, payment or withdrawal provisions of the ESPP or any Shares purchased pursuant to the ESPP, as applicable, (b) amending the provisions to permit participation in the ESPP by employees who are employed by certain of Docebo’s subsidiaries and who are employed or reside outside of the United States, Canada, Italy and the United Kingdom, (c) changing the length or frequency of the offering periods, (d) amending provisions to achieve tax, securities law and other compliance objectives in particular jurisdictions, which may include (but with respect to the Code Section 423 Component (as defined in the ESPP), only to the extent permitted by Section 423 of the Code and regulations thereunder), granting options to participants who are citizens or residents of a non-

U.S. jurisdiction that are less favorable than the terms of purchase rights generally granted under the ESPP to employees resident in the United States; and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Termination of Participation

A participant may withdraw from participation in the ESPP at any time. Participation in the ESPP will terminate on a participant’s termination of employment, death, transfer to status other than an eligible employee, transfer to an excluded subsidiary or a change in the designation of a participant’s employer to an excluded subsidiary. Any employee contributions will be refunded within 30 days to the former participant or to his or her estate.

The commencement of an approved leave of absence is not deemed a termination of employment until the later of (i) 90 days after the commencement of an approved leave of absence, and (ii) the earlier of the date that the participant’s approved leave of absence ends and the date the participant no longer has a statutory or contractual right to re-employment.

Change in Control

In the event of a Change in Control (as defined in the ESPP), appropriate adjustments shall be made to give effect thereto on an equitable basis in terms of issuance of shares of the Surviving Entity (as defined in the ESPP) or successor resulting from the Change in Control. If such Surviving Entity or Parent Entity (as defined in the ESPP) refuses to continue or assume outstanding purchase rights under the ESPP, or issue

- 24 -

substitute rights for such outstanding rights, then the ESPP Plan Administrator may, in its discretion, either terminate the ESPP or shorten the offering period then in progress by setting a new purchase date for a specified date before the date of the consummation of the Change in Control. In the event of a change in the purchase date, each participant shall be notified in writing, prior to any new purchase date, that the purchase date for the existing offering period has been changed to the new purchase date and that the participant’s right to acquire Shares will be exercised automatically on the new purchase date unless prior to such date the participant’s employment has been terminated or the participant has withdrawn from the ESPP. In the event of a dissolution or liquidation of the Company, any offering period then in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Board.

COMPENSATION

Compensation Governance

Compensation, Nominating and Governance Committee

The CNG Committee is comprised of three Directors, all of whom are independent Directors within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”). CNG Committee is charged with reviewing, overseeing and evaluating the compensation, nominating and governance policies of the Company and assisting the Board with various corporate governance responsibilities. The CNG Committee is currently comprised of Kristin Halpin Perry (Chair), Jason Chapnik and Steven E. Spooner.

For additional details regarding the relevant education and experience of each member of the CNG Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see “About the Nominees”.

The Board has adopted a written charter setting forth the purpose, composition, authority and responsibility of the CNG Committee, which includes the following, among other things:

•

assessing the effectiveness of the Board, each of its committees and individual Directors;

•

overseeing the recruitment and selection of Director candidates to be nominated by the Company;

•

organizing an orientation and education program for new Directors;

•

considering and approving proposals by the Directors to engage outside advisors on behalf of the Board as a whole or on behalf of the independent Directors;

•

reviewing and making recommendations to the Board concerning the size, composition and structure of the Board and its committees;

•

overseeing management succession;

•

administering any securities-based compensation plans of the Company;

•

assessing the performance of management of the Company;

•

reviewing and approving the compensation paid by the Company, if any, to the officers of the Company; and

- 25 -

•

reviewing and making recommendations to the Board concerning the level and nature of the compensation payable to Directors and officers of the Company.

Further particulars of the process by which compensation for our executive officers is determined is provided under “Compensation – Compensation Governance – Principal Elements of Compensation”.

Overview

The compensation discussion and analysis below sets out our philosophy for compensating our executive officers, and explains how our policies and practices implement that philosophy.

We are led by an experienced management team with vast industry knowledge and a deep understanding of client needs. The senior management team combined, have over 45 years working in the software and learning management industries. The following discussion describes the significant elements of the compensation of our President & Chief Executive Officer; Chief Financial Officer; Chief Revenue Officer; Chief Operating Officer; and Chief Technology Officer (collectively, the “named executive officers” or “NEOs”), namely:

•

Claudio Erba, President & Chief Executive Officer;

•

Ian Kidson, Chief Financial Officer;

•

Alessio Artuffo, Chief Revenue Officer;

•

Martino Bagini, Chief Operating Officer; and

•

Fabio Pirovano, Chief Technology Officer.

Compensation Discussion and Analysis

Our compensation program is in its early stages of development. The current framework was designed during the IPO process with input from a variety of different stakeholders, to achieve the general objectives outlined below in a simple and easy-to-understand format. We evaluate our compensation program on an annual basis and, as a new public company, expect that the program may become more complex as the Company continues to grow.

Compensation Objectives

Our compensation practices are designed to attract, retain, motivate and reward our executive officers for their performance and contribution to our short- and long-term success. The Board seeks to compensate executive officers by combining short-term cash and long-term equity incentives. It also seeks to reward the achievement of corporate and individual performance objectives, and to align executive officers’ incentives with the Company’s performance. The Company’s philosophy is to pay fair, reasonable and competitive compensation with a significant equity-based component in order to align the interests of the Company’s executive officers with those of its shareholders.

We have designed our executive officer compensation program to achieve the following objectives:

•

provide compensation opportunities in order to attract and retain talented, high-performing and experienced executive officers, whose knowledge, skills and performance are critical to our success;

- 26 -

•

motivate our executive officers to achieve our business and financial objectives;

•

align the interests of our executive officers with those of our Shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and

•

provide incentives that encourage appropriate levels of risk-taking by our executive officers and provide a strong pay-for-performance relationship.

We will continue to evaluate our philosophy and compensation program as circumstances require and will continue to review compensation on an annual basis. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, including the ability to attract and retain key employees and to adapt to growth and other changes in the Company’s business and industry.

Compensation Consultant

In Fiscal 2019, Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent consulting firm, was retained to provide services in connection with executive officer and director compensation matters, including, among other things, to:

•

develop a compensation peer group for the purposes of benchmarking executive and director pay;

•

benchmark executive and director pay levels to determine market pay levels, using both the compensation peer group (as listed below) and survey data for similarly-sized companies within the technology sector;

•

provide initial commentary on the competitiveness of the executive and director compensation proposal; and

•

determine the size of the initial equity pool and conduct research regarding alternative long- term incentive program structures.

The CNG Committee considered the information provided by Pearl Meyer and the recommendations it made in connection with the above. However the decisions made regarding final compensation and incentive plan design were made by, and are the responsibility of, the Board on recommendation of the CNG Committee.

As at December 31, 2019, the Company has been billed $243,089 in aggregate fees for services related to determining compensation of directors and executive officers rendered by Pearl Meyer in Fiscal 2019.

Pearl Meyer does not provide any services to the Company other than directly to the CNG Committee or as approved and overseen by the CNG Committee. 2019 is the first fiscal year a compensation consultant has been retained to provide services with respect to the Company’s executive officer and director compensation.

As part of its engagement with Pearl Meyer, the Company identified a peer group of companies for the purpose of benchmarking executive and director compensation. The peer group included the following comparable public companies: Absolute Software Corporation; Amber Road, Inc. (acquired by E2open LLC on July 2, 2019); Asure Software, Inc.; CYREN Ltd.; eGain Corporation; MAM Software Group, Inc.; Mitek Systems, Inc.; NetSol Technologies, Inc.; Park City Group, Inc.; SharpSpring, Inc.; and ShotSpotter,

- 27 -

Inc. In light of Docebo being a private company for the majority of the year, the CNG Committee also incorporated certain private company data into its considerations.

As a new public company, the peer group was calibrated to the Company’s size (in terms of revenue and market capitalization), including its size prior to the completion of the Company’s IPO. It is the intention of the CNG Committee to continue to use both a compensation peer group and size- and industry- appropriate survey data to inform annual compensation decisions. In anticipation of the annual compensation review process for our NEOs, the peer group and survey data size ranges will be revisited annually to ensure alignment with our growth profile.

Principal Elements of Compensation

The following discussion supplements the more detailed information concerning executive compensation provided below under “Compensation in Fiscal 2019” and “Summary Compensation Table – Named Executive Officers”. For the purposes of this Information Circular, “Fiscal 2019” is defined as the period from October 8, 2019, the date the Company completed its IPO, through December 31, 2019.

The compensation of the named executive officers includes three principal elements: (i) base salary; (ii) short-term incentives; and (iii) long-term incentives, which may consist of options, restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”) granted under the omnibus incentive plan (the “Omnibus Incentive Plan”), each as described in further detail below. Perquisites and personal benefits are generally not a significant element of compensation of our executive officers.

- 28 -

Compensation Risk

The CNG Committee is responsible for assisting the Board in fulfilling its governance and supervisory responsibilities, and overseeing our human resources, succession planning and compensation policies, processes and practices. The CNG Committee also ensures that compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile. The CNG Committee’s oversight includes setting objectives, evaluating performance and ensuring that total compensation paid to our NEOs and various other key executive officers and key managers is fair, reasonable and consistent with the objectives of our philosophy and compensation program.

We have certain policies and procedures in place to mitigate any risk associated with our compensation program, including the following:

•

The Company’s insider trading policy (the “Insider Trading Policy”) provides that all Directors, officers and employees of the Company and their respective associates (including immediate family members who reside in the same home as that person) are prohibited from (i) selling “short” any of the Company’s securities; (ii) purchasing or selling puts, calls or other derivative securities, on an exchange or in any other organized market; (iii) engaging in hedging or monetization transactions that allow an individual to continue to own the covered securities, but without the full risks and rewards of ownership; or (iv) purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars or common shares of exchange funds that are designed to hedge or offset a decrease in the market value of equity securities granted to such person as compensation or held directly or indirectly by such person.

•

The Company’s compensation clawback policy (the “Clawback Policy”) allows the Company to recoup incentive compensation paid under certain circumstances.

- 29 -

•

A substantial portion of executive pay is delivered through long-term incentives, which focus executives on sustained, long-term Shareholder value creation. Long-term incentives are expected to be awarded annually, with overlapping vesting periods, ensuring that executives remain exposed to the longer-term risks of their decision making through unvested equity incentives.

•

The CNG Committee has discretion over the incentive awards granted to the executive team, thereby providing oversight of the total value awarded. In addition, the Board evaluates and approves the compensation packages for each of the Company’s named executive officers that are recommended by the CNG Committee each year, which provides a further level of oversight.

•

From time to time, the CNG Committee reviews the compensation program currently in place to identify any risks related to compensation.

Omnibus Incentive Plan Awards

The Company has adopted an Omnibus Incentive Plan which allows our Board to grant long-term equity- based awards, including options, RSUs, PSUs and DSUs to eligible participants. The purpose of the Omnibus Incentive Plan is to, among other things: (a) provide the Company with a mechanism to attract, retain and motivate qualified Directors, officers, employees and consultants of the Company, including its subsidiaries, (b) reward Directors, officers, employees and consultants that have been granted awards under the Omnibus Incentive Plan for their contributions toward the long-term goals and success of the Company, and (c) enable and encourage such Directors, officers, employees and consultants to acquire Shares as long- term investments and proprietary interests in the Company. The material features of the Omnibus Incentive Plan, including the types of awards granted thereunder, are summarized under “Equity Incentive Plans – Omnibus Incentive Plan – Material Features of the Omnibus Incentive Plan”.

Share Ownership Policy

The Company has established a Share Ownership Policy, which creates equity ownership guidelines for the Directors and executive officers of the Company to further align the interests of Directors and executive officers with those of the Shareholders. The Share Ownership Policy establishes minimum equity ownership levels for each Director and executive officer of the Company to be achieved within the later of five years from the date of (i) the policy, and (ii) becoming a member of senior management or a director, as applicable. The Share Ownership Policy provides for the following guidelines.


Participant		Target Share Ownership Level

Chief Executive Officer		5 times annual base salary

Chief Financial Officer Chief Operating Officer Chief Technology Officer Chief Revenue Officer		3 times annual base salary

Directors		3 times annual cash retainer (excluding retainers paid in respect of Board or committee chair roles)

Each Director is required to continue to hold such minimum ownership levels for as long as they serve as a Director. Each executive officer is required to continue to hold such minimum levels for so long as they are employed by the Company and for six months thereafter, subject to the waiver of such requirement, in

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the Company’s sole discretion, for employees retiring on good terms. Fully vested awards under the Omnibus Incentive Plan are included in determining an individual’s equity ownership value, with “in-the- money” options being valued net of that number of Shares that a Director or member of senior management would need to sell to cover the exercise price with respect to such vested “in-the-money” options.

Compensation Clawback Policy

To further align management’s interests with Shareholders, the Company adopted a Compensation Clawback Policy. The Compensation Clawback Policy provides that the Board, at the recommendation of the CNG Committee, may seek reimbursement of short-term or long-term incentive compensation awarded to executives if the Board determines that (i) the amount of compensation paid would have been lower based on financial results that were subject to (a) a material restatement (other than a restatement caused by a change in applicable accounting rules or interpretations) or (b) a material inaccuracy, and the executive engaged in gross negligence, fraud or intentional misconduct that materially contributed to the restatement or inaccuracy, or (ii) the relevant executive committed a material breach of the Company’s written Code of Business Conduct and Ethics (the “Code of Ethics”).

Compensation – Named Executive Officers

Compensation in Fiscal 2019

The total compensation amounts earned by the named executive officers in respect of Fiscal 2019 are set out in the table below under “Summary Compensation Table – Named Executive Officers”. The following sections provide details on each of the elements of compensation actually earned in respect of Fiscal 2019.

Base Salary

Base salary is provided as a fixed source of compensation for our executive officers. Base salaries for executive officers are established based on the scope of their responsibilities, competencies and their prior relevant experience, taking into account compensation paid in the market for similar positions and the market demand for such executive officers. An executive officer’s base salary is determined by taking into consideration the executive officer’s total compensation package and the Company’s overall compensation philosophy.

Adjustments to base salaries will be determined annually and may be increased based on factors such as the executive officer’s success in meeting or exceeding individual objectives and an assessment of the competitiveness of the then current compensation. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope or breadth of an executive officer’s role or responsibilities, as well as to maintain market competitiveness.

Base salaries of the named executive officers of the Company in respect of Fiscal 2019 were as follows:


Name and Principal Position		Base Salary

Claudio Erba President & Chief Executive Officer		US$263,999⁽¹⁾

Ian Kidson Chief Financial Officer		US$192,475⁽²⁾

Alessio Artuffo Chief Revenue Officer		US$201,714⁽³⁾

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Name and Principal Position		Base Salary
Martino Bagini Chief Operating Officer		US$207,829⁽⁴⁾

Fabio Pirovano Chief Technology Officer		US$124,697⁽⁵⁾

Notes:

(1)	Represents an annualized base salary of €235,000 converted into U.S. dollars an exchange rate of 1.123434 being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

(2)	Represents an annualized base salary of C$250,000, converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(3)	Represents an annualized base salary of C$262,000, converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(4)	Represents an annualized base salary of €185,000 converted into U.S. dollars an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

(5)	Represents an annualized base salary of €111,000 converted into U.S. dollars an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

Short-Term Incentives

Our NEOs and other executive officers are entitled to annual bonuses, depending on employee function.

The performance-based annual bonuses are paid in cash and are designed to motivate and reward named executive officers for progress as measured against the Company’s strategic business and financial objectives. The target eligible percentage of base salary is calibrated to market median level and is provided for in the named executive officers’ individual employment agreements, with any adjustments approved by the Board.

In light of the Company’s transition from a private company to a publicly-traded company, 2019 annual bonuses were made on a discretionary basis taking into account revenue growth (overall and ARR), successful completion of the IPO and individual performance.

The named executive officers of the Company earned the following performance-based annual bonuses for Fiscal 2019:

Name and Principal Position

Target
Annual
Incentive as
a Percentage
of Base
Salary

Target Annual
Incentive (US$)

Total Bonus Payout
Factor as a
Percentage of
Target

Total Bonus Earned
(US$)

Claudio Erba

President & Chief Executive Officer

171,599

⁽¹⁾

130

223,079

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Name and Principal Position	Target Annual Incentive as a Percentage of Base Salary			Target Annual Incentive (US$)			Total Bonus Payout Factor as a Percentage of Target			Total Bonus Earned (US$)
Ian Kidson Chief Financial Officer		40	%	$	76,990	⁽²⁾		130	%	$	100,087
Alessio Artuffo Chief Revenue Officer		55	%	$	110,943	⁽³⁾		130	%	$	144,225
Martino Bagini Chief Operating Officer		40	%	$	83,132	⁽⁴⁾		130	%	$	108,071
Fabio Pirovano Chief Technology Officer		30	%	$	37,409	⁽⁵⁾		130	%	$	48,632

Notes:

(1)	Represents 65% of Claudio Erba’s annualized base salary of €235,000 converted into U.S. dollars using an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

(2)	Represents 40% of Ian Kidson’s annualized base salary of C$250,000, converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(3)	Represents 55% of Alessio Artuffo’s annualized base salary of C$262,000, converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(4)	Represents 40% of Martino Bagini’s annualized salary of €185,000 converted into U.S. dollars using an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

(5)	Represents 30% of Fabio Pirovano’s annualized base salary of €111,000, converted into U.S. dollars using an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

Long-Term Incentives

Equity-based awards are a variable element of compensation that allow us to incentivize and retain our executive officers for their sustained contributions to the Company. Equity awards reward performance and continued employment by an executive officer, with associated benefits to us of attracting and retaining employees. Additionally, providing a significant portion of an executive’s total compensation in the form of long-term equity is intended to ensure alignment with Shareholder interests. We believe that options, RSUs, PSUs and DSUs provide executive officers with a strong link to long-term corporate performance and an increase in Shareholder value. In furtherance of our equity program’s support of long-term value creation, equity awards granted in fiscal 2019 vested in equal annual tranches overs a five-year period. In connection with the grants of equity-based awards, the CNG Committee determines the grant size and terms to be recommended to the Board. As part of their ongoing review of the Company’s compensation practices,

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the CNG Committee and the Board will be determining the precise go-forward structure of long-term incentive compensation both in terms of quantum and instrument mix.

Long-term incentive awards in the form of options were granted by the Company to each of our non- Director named executive officers in connection with closing of the Company’s IPO on October 8, 2019, in accordance with the terms of the Omnibus Incentive Plan. Additionally, certain of our named executive officers received options before the closing of the Company’s IPO in accordance with the terms of the Legacy Option Plan (as defined below). The options granted to the Company’s NEOs in 2019 in accordance with the Omnibus Equity Plan have a term of 10 years. The total options granted to each named executive officer in Fiscal 2019 is as follows:


Name and Principal Position	Options			Value of Options (US$)⁽¹⁾
Claudio Erba President & Chief Executive Officer		63,622	⁽²⁾		343,368
Ian Kidson Chief Financial Officer		156,631	⁽³⁾		481,962
Alessio Artuffo Chief Revenue Officer		49,724	⁽²⁾		268,360
Martino Bagini Chief Operating Officer		40,069	⁽²⁾		216,252
Fabio Pirovano Chief Technology Officer		19,959	⁽²⁾		107,719

Notes:

(1)

Amounts shown in this column represent the grant date fair value of options, which has been calculated using the Black- Scholes method. The grant date fair value for these options is the same as the fair value determined for accounting purposes. For a description of the terms of the options granted under each of the Legacy Option Plan and Omnibus Incentive Plan, see “Omnibus Incentive Plans”.

(2)	Represents options granted under the Omnibus Incentive Plan.

(3)	Represents options granted upon hiring under the Legacy Option Plan and also under the Omnibus Incentive Plan.

Summary Compensation Table – Named Executive Officers

The following table sets out information concerning the compensation earned by the named executive officers in respect of Fiscal 2019.

Name and Principal

Position

Year

Salary
(US$)⁽¹⁾

Share-
based
awards
(US$)

Option-
based
awards
(US$)⁽²⁾

Non-equity incentive
plan compensation

Pension
value
(US$)

All other
compensation
(US$)⁽⁴⁾

Total
compensation
(US$)

Annual
incentive
plans⁽³⁾(US$)

Long-
term
incentive
plans
(US$)

Claudio Erba
President and Chief Executive Officer

2019

61,479

(5)

—

343,368

223,079

⁽¹⁰⁾

—

627,926

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Name and Principal Position	Year		Salary (US$)⁽¹⁾			Share- based awards (US$)		Option- based awards (US$)⁽²⁾		Non-equity incentive plan compensation				Pension value (US$)		All other compensation (US$)⁽⁴⁾		Total compensation (US$)
Name and Principal Position	Year		Salary (US$)⁽¹⁾			Share- based awards (US$)		Option- based awards (US$)⁽²⁾		Annual incentive plans⁽³⁾(US$)		Long- term incentive plans (US$)		Pension value (US$)		All other compensation (US$)⁽⁴⁾		Total compensation (US$)
Ian Kidson Chief Financial Officer		2019		44,823	⁽⁶⁾		-		481,962		100,087		—		—		—		626,872
Alessio Artuffo Chief Revenue Officer		2019		46,975	⁽⁷⁾		-		268,360		144,225		—		—		58,378		459,560
Martino Bagini Chief Operating Officer		2019		48,399	⁽⁸⁾		-		216,252		108,071		—		—		—		372,722
Fabio Pirovano Chief Technology Officer		2019		29,039	⁽⁹⁾		-		107,719		48,632		—		—		16,177		185,390

Notes:

(1)	Represents the base salary earned by each NEO for the period from October 8, 2019 (the date of the Company’s IPO) until December 31, 2019.

(2)

Represents grants of options made under the Legacy Option Plan and Omnibus Incentive Plan in Fiscal 2019. Amounts shown in this column represent the grant date fair value of options, which has been calculated using the Black-Scholes method. The grant date fair value for these options is the same as the fair value determined for accounting purposes.

(3)	Represents Total Bonus Earned in 2019 – see “Compensation – Named Executive Officers – Compensation in Fiscal 2019 – Short-Term Incentives”.

(4)

None of the NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over C$50,000 or over 10% of their base salary, other than (i) Mr. Pirovano, who is entitled to receive a €14,400 annual vehicle allowance or US$16,177 once converted into U.S. dollars using an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019, and (ii) Mr. Artuffo, who is entitled to receive certain ex patriation benefits to the end of December 2020 to compensate him for the inconveniences involved in relocating from Italy to the United States and then to Canada for a short period of time. These benefits include a C$73,200 annual housing allowance and a $31,200 vehicle allowance, each converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(5)	Represents an annualized base salary of €235,000 or US$263,200 once converted into U.S. dollars using an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

(6)	Represents an annualized base salary of C$250,000 or US$192,475 once converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(7)	Represents an annualized base salary of C$262,000 or US$207,200 once converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(8)	Represents an annualized base salary of €185,000 or US$201,714 using converted into U.S. dollars using an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

(9)	Represents an annualized base salary of €111,000 or US$124,320 once converted into U.S. dollars using an exchange rate of 1.1234, being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019.

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(10)	Mr. Erba waived receipt of €100,000 or US$112,340 once converted into U.S. dollars using an exchange rate of 1.1234 being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019 in respect of his annual incentive bonus.

The compensation payable to the named executive officers in Fiscal 2019 consisted of base salary, a short- term cash incentive and long-term incentive grants under the Omnibus Incentive Plan. For more information see above under “Compensation in Fiscal 2019”.

Outstanding Share Based Awards and Option Based Awards – Named Executive Officers

In 2019, the Company granted a total of 601,347 options.

Of the options granted in 2019, 408,147 were granted pursuant to the Omnibus Incentive Plan. 373,125 of these options were granted on the closing of the Company’s IPO on October 8, 2019, with an exercise price of C$16.00 (equal to the offering price in the Company’s IPO) and 35,022 were granted in November 2019, with an exercise price of $15.79, together representing approximately 1.4% of the total issued and outstanding Shares as of December 31, 2019 and approximately 14% of the maximum authorized number of Shares issuable pursuant to the Omnibus Incentive Plan (2,845,420). 141,383 of the options granted under the Omnibus Incentive Plan in 2019 were granted to the Company’s non-Director named executive officers, 63,622 were granted to one named executive officer who is also a Director and 203,142 were granted to non-Director, non-named executive officer employees. These options vest in equal tranches over five years ranging from October 8, 2020 to November 2024.

The remaining 193,200 options granted by the Company in 2019 were granted prior to the IPO, pursuant to the Legacy Option Plan. These options represent less than 1% of the total issued and outstanding Shares as of December 31, 2019. The options granted under the Legacy Option Plan in 2019 have exercise prices ranging from US$2.50 to US$6.68 and vest between January 14, 2020 and March 20, 2024. No additional options will be granted under the Legacy Option Plan. See “Equity Incentive Plans – Legacy Option Plan”.

The following table describes the outstanding Share-based awards and option-based awards held by named executive officers as at December 31, 2019. As of December 31, 2019, no PSUs, DSUs or RSUs had been awarded to the Company’s named executed officers under the Omnibus Incentive Plan.


OPTION-BASED AWARDS								SHARE-BASED AWARDS
Name and Principal Position	Number of Shares underlying unexercised Options (#)		Option exercise price (US$)			Option expiration date	Value of unexercised in-the- money Options (US$)⁽²⁾	Number of underlying Shares that have not vested (#)		Market or payout value of unvested Share based awards ($)		Market or payout value of vested Share-based awards not paid out or distributed ($)
Claudio Erba President & Chief Executive Officer		63,622	$	12.01	⁽¹⁾	October 8, 2029	—		—		—		—
Ian Kidson Chief Financial Officer		125,000	$	6.68		January 14, 2031	$160,000		—		—		—
		31,631	$	12.01	⁽¹⁾	October 8, 2029	—
Alessio Artuffo Chief Revenue Officer		464,100	$	0.8056		September 22, 2026	$5,696,549		—		—		—
		49,724	$	12.01	⁽¹⁾	October 8, 2029	—

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OPTION-BASED AWARDS								SHARE-BASED AWARDS
Name and Principal Position	Number of Shares underlying unexercised Options (#)		Option exercise price (US$)			Option expiration date	Value of unexercised in-the- money Options (US$)⁽²⁾	Number of underlying Shares that have not vested (#)		Market or payout value of unvested Share based awards ($)		Market or payout value of vested Share-based awards not paid out or distributed ($)
Martino Bagini Chief Operating Officer		57,900	$	0.8056		December 23, 2028	$425,922		—		—		—
		180,000	$	0.01		November 1, 2029	$941,010
		40,069	$	12.01	⁽¹⁾	October 8, 2029	—
Fabio Pirovano Chief Technology Officer		308,200	$	0.8056		September 22, 2026	$3,782,970		—		—		—
		19,959	$	12.01	⁽¹⁾	October 8, 2029	—

Notes:

(1)	Based on an exercise price of C$16.00 per Share converted to US$12.01 using an exchange rate of 0.7506, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on the date of grant.

(2)

Amounts shown represents the difference between the closing price of the Shares on the TSX on December 31, 2019, being C$16.99 per Share converted into US$13.08 per Share using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019 and the option exercise price, and multiplying that amount by the number of vested options.

Incentive Plan Awards – Value Vested or Earned During the Year – Named Executive Officers


Name	Option based awards – value vested during the year⁽¹⁾ (US$)		Share-based awards – value vested during the year		Non-equity incentive plan compensation – value earned during the year (US$)⁽²⁾
Claudio Erba President & Chief Executive Officer		—		—		223,079	⁽³⁾
Ian Kidson Chief Financial Officer		—		—		100,087
Alessio Artuffo Chief Revenue Officer		1,709,824		—		144,225
Martino Bagini Chief Operating Officer		612,903		—		108,071
Fabio Pirovano Chief Technology Officer		1,135,382		—		48,632

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Notes:

(1)

(2)	This amount represents the Total Bonus Earned in Fiscal 2019, which was awarded on a discretionary basis. See “Compensation – Named Executive Officers – Compensation in Fiscal 2019 – Short-Term Incentives”.

(3)	Mr. Erba waived receipt of €100,000 or US$112,340 once converted into U.S. dollars using an exchange rate of 1.1234 being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019 in respect of his annual incentive bonus.

Employment Agreements – Named Executive Officers

Pursuant to the terms of individual employment agreements with the Company, each of our named executive officers serves in their respective positions for an indefinite term. The following table sets forth the common elements of these employment agreements, which are subject in each case, to mandatory employment or labour standards legislation and regulations as may be applicable to an executive officer’s employment with the Company.


Employment Agreement Term		Summary

Term		Indefinite, except for the case of Claudio Erba whose employment agreement expires on December 31 of each year and is subject to automatic renewal for subsequent one year terms unless otherwise agreed by the parties.

Annual Base Salary		Each NEO’s employment agreement contains an annual base salary provision that is reviewed annually, with increases (if any) from time to time as determined by the Board. See “Base Salary”.

Annual Incentive Bonuses		Eligible for a performance-based annual bonus in accordance with and pursuant to the Company’s short-term incentive plan, as in place from time to time. At target, such bonuses will be as follows: Claudio Erba – 65% of base salary; Ian Kidson – 40% of base salary; Martino Bagini – 40% of base salary; Alessio Artuffo – 60% of base salary; and Fabio Pirovano – 30% of base salary.

Long-term Incentives		Eligible to participate in the Omnibus Incentive Plan and to receive awards as may be determined by the Board in its sole discretion.

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Employment Agreement Term		Summary

Termination “without cause” or resignation for good reason (as defined in the respective agreement)		In the case of Claudio Erba, he will be entitled to a severance payment in an amount equal to (i) his then annual base salary, plus (ii) his target annual short-term incentive bonus for the year in which the termination or resignation, as applicable, occurred, plus (iii) a pro rated portion of his annual short-term incentive bonus (based on actual achievement) for the year in which the termination occurred. In addition, Mr. Erba would continue to receive his employee benefits for a period of 12-months. In the case of Alessio Artuffo or Ian Kidson, each will be entitled to a severance payment in an amount equal to (i) his then annual base salary, plus (ii) a pro rated portion of his annual short term incentive bonus (based on actual achievement) for the year in which the termination occurred. In addition, such NEO would continue to receive his employee benefits for a period of 12-months. In the case of Martino Bagini and Fabio Pirovano, in the event of their termination or resignation, they will each by entitled to receive severance entitlements provided by local Italian laws.

Termination without cause or resignation for good reason following a change of control of the Company		In the case of Claudio Erba, if he is terminated without cause or resigns for good reason within 12 months following a change of control of the Company, he will be entitled to a severance payment in an amount equal to: (i) 1.5 times his then annual base salary, plus (ii)1.5 times his target annual short-term incentive bonus for the year in which the termination or resignation, as applicable, occurred, plus (iii)a pro-rated portion of his annual short term incentive bonus (based on actual achievement) for the year in which the termination occurred. In addition, Mr. Erba would continue to receive his employee benefits for a period of 18-months and pursuant to the Omnibus Incentive Plan, any unvested awards held by Mr. Erba that have not been exercised, settled or surrendered will vest. If Alessio Artuffo or Ian Kidson are terminated without cause or resigns for good reason within 12 months following a change of control of the Company, such NEO will be entitled to a severance payment in an amount equal to (i) his then annual base salary, plus (ii) a pro-rated portion of his annual short-term incentive bonus (based on actual achievement) for the year in which the termination or resignation, as applicable, occurred. In addition, such NEO would continue to receive his employee benefits for a period of 12-months and pursuant to the Omnibus Incentive Plan, any unvested awards held by such NEO that have not been exercised, settled or surrendered will vest.

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Employment Agreement Term		Summary

Restrictive Covenants		In respect of Ian Kidson and Alessio Artuffo, non-compete for a period of 12 months following termination of employment and non- solicit for a period of 12 months following termination of employment. In respect of Claudio Erba, non-compete for a period of 12 months following termination of employment and non-solicit for a period of 12 months following termination of employment.

Termination and Change of Control Benefits

The following table indicates the amounts payable to each named executive officer under the terms of their respective employment agreement as well as the Omnibus Incentive Plan upon termination other than for cause, assuming employment was terminated on December 31, 2019. For purposes of valuing option-based awards, the closing price of the Shares on the TSX on December 31, 2019, the last trading day of the fiscal year, being C$16.99, converted into US$13.08 per Share using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019 is used.


Name and Principal Position	Event	Severance (US$)⁽¹⁾	Acceleration of Unvested Options (US$)⁽²⁾⁽³⁾	Total (US$)
Claudio Erba President and Chief	Termination without cause or resignation for good reason	$656,684	—	$656,684
Executive Officer	Termination without cause or resignation for good reason following a change of control	$950,810	$832,176	$1,782,986
Ian Kidson Chief Financial Officer	Termination without cause or resignation for good reason	$292,562	—	$292,562
	Termination without cause or resignation for good rea son following a change of control	$292,562	$413,733	$706,295
Alessio Artuffo Chief Revenue Officer	Termination without cause or resignation for good reason	$351,426	—	$314,944
	Termination without cause or resignation for good reason following a change of control	$351,426	$650,390	$1,001,816

Notes:

(1)

Severance payments are calculated based on the base salary and annual incentive compensation paid to the NEO for Fiscal 2019 and assumes achievement of target annual short-term incentive bonus for the year in which the termination or resignation, as applicable, occurs. Amounts do not include accrued amounts for earned but unpaid vacation, perquisites, allowances and benefits.

(2)

Based on the closing price of the Shares on the TSX on December 31, 2019, being C$16.99 per Share converted into US$13.08 per Share using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019. In the case of Martino Bagini, Chief Operating Officer, and Fabio Pirovano, Chief Technology Officer, upon termination without cause or resignation for good reason

- 40 -

following a change of control, all of their unvested options (valued at US$2,240,198.52 and US$261,063.72, respectively as of December 31, 2019) will vest immediately. As noted above, each of Martino Bagini and Fabio Pirovano will also be entitled to receive severance entitlements provided by local Italian laws.

Compensation – Directors

Individual Directors add value to the Board and to the Company by bringing skills, knowledge and experiences that complement those of their colleagues, so that collectively, the Board provides diversity and balance in views and perspectives, ensuring a challenging and thoughtful exchange with management. There is an expectation that Directors will attend all meetings and will be available as needed outside of meetings. Board membership is reviewed annually to ensure the right mix and skills are present.

Our directors’ compensation program is designed to attract and retain the most qualified individuals to serve on the Board. The Board, through the CNG Committee, will be responsible for reviewing and approving any changes to the directors’ compensation arrangements. Director compensation is structured to recognize Directors for their skills, knowledge, experiences and attention in overseeing the governance of the Company, and to align with Shareholders’ interests. The CNG Committee reviews Director compensation and recommends any changes to the Board to ensure that Director compensation is competitive. In making its recommendation, the CNG Committee considers:

•

the level of compensation required to fairly reflect the risks and responsibilities of serving as a Director; and

•

the alignment of the interests of Directors and Shareholders by requiring that Directors meet the Share ownership guidelines established in the Company’s Share Ownership Policy.

In consideration for serving on the Board, each Director that is not an employee is paid an annual cash retainer and an annual equity retainer, and is reimbursed for their reasonable out-of-pocket expenses incurred while serving as Directors.

In respect of Fiscal 2019, non-employee Directors of the Company were entitled to be paid as members of the Board, and, if applicable, as members of any committee of the Board, the following annualized amounts:


Position	Type of Fee	Amount Per Year (US$)
Member of the Board⁽¹⁾	Cash Retainer		30,796	⁽²⁾
	Equity Retainer⁽⁶⁾		61,592	⁽³⁾
Chair of the Board	Cash Retainer		30,796	⁽²⁾
	Equity Retainer⁽⁶⁾		61,592	⁽³⁾
Audit Committee Chair	Cash Retainer		13,473	⁽⁴⁾
CNG Committee Chair	Cash Retainer		11,548	⁽⁵⁾

Notes:

(1)	For all members of the Board other than the Chair of the Board.

(2)	Represents an annual cash retainer of C$40,000 converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(3)	Represents an annual retainer of C$80,000 converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

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(4)	Represents an annual cash retainer of C$25,000 converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(5)	Represents an annual cash retainer of C$15,000 converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

(6)	Equity retainers are paid in DSUs.

In addition to the foregoing, Steven E. Spooner will receive an additional retainer of US$5,774 per year for serving as both chair of the Audit Committee and a member of the CNG Committee. Such amounts remain unchanged for Fiscal 2020.

We do not provide a meeting fee for Board members. The total retainer is deemed to be full payment for the role of Director. An exception to this approach would be made in the event of a special transaction or other special circumstance that would require more meetings than are typically required.

The equity retainers are paid in DSUs on an annual basis and vest one year from the date of grant. Directors may also elect to receive a portion of their cash retainer in the form of DSUs. The cash retainers are paid on a quarterly basis. The number of DSUs to be issued as the equity retainer or upon a Director electing to receive their cash retainers in DSUs is based on the volume weighted average trading price on the TSX for the five trading days prior to such issuance.

Summary Compensation Table – Directors

The following table sets out information concerning the compensation earned by the Directors in respect of Fiscal 2019.


Name⁽¹⁾	Fees earned (US$)⁽²⁾		Share- based awards (US$)⁽³⁾	Option- based awards (US$)⁽⁴⁾	Non-equity incentive plan compensation (US$)	Pension value (US$)	All other compensation (US$)	Total (US$)
Jason Chapnik Chair of the Board (Member of the CNG Committee)	$	7,699	$61,592	—	—	—	—	$	69,291
James Merkur Director	$	7,699	$61,592	$108,000	—	—	$115,212⁽⁵⁾	$	292,503
Daniel Klass Director (Member of the Audit Committee)	$	7,699	$61,592	—	—	—	—	$	69,291
Kristin Halpin Perry Director (Chair of the CNG Committee)	$	10,586	$138,582	—	—	—	—	$	149,168
Steven E. Spooner Director (Chair of the Audit Committee and Member of the CNG Committee)	$	12,510.88	$61,592	—	—	—	—	$	74,103
William Anderson Director (Member of the Audit Committee)	$	7,699	$61,592	—	—	—	—	$	69,291

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Notes:

(1)	The information concerning the compensation earned by Mr. Erba as a Director in Fiscal 2019 is reflected in the “Summary Compensation Table – Named Executive Officers” above.

(2)	In respect of Fiscal 2019, represents the cash retainer paid to each director for the period from October 8, 2019 until December 31, 2019.

(3)

Represents the equity retainer paid in the form of DSUs under the Omnibus Incentive Plan. Amounts shown in this column represent the grant date fair value of DSUs, which has been calculated using the Black-Scholes method. The grant date fair value for these DSUs is the same as the fair value determined for accounting purposes.

(4)

Represents grant of options made under the Legacy Option Plan in connection with Mr. Merkur’s advisory and consultancy services to the Company in connection with the IPO. Amounts shown in this column represent the grant date fair value of options, which has been calculated using the Black-Scholes method. The grant date fair value for these options is the same as the fair value determined for accounting purposes.

(5)	Represents a supplemental fee of C$149,645 received by Mr. Merkur in connection with the IPO, converted into U.S. dollars using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

Outstanding Share Based Awards and Option Based Awards – Directors

In 2019, a total of 45,000 options were awarded to one of the Company’s non-employee Directors and vest in equal tranches over five years on March 20, 2020, 2021, 2022, 2023 and 2024. An additional 63,622 options were granted to Claudio Erba, which will vest in equal tranches over five years on October 8, 2020, 2021, 2022, 2023 and 2024. For further information, see “Outstanding Share Based Awards and Option Based Awards – Named Executive Officers” above.

The Company also granted a total of 36,250 DSUs to the Company’s non-employee Directors. Such DSUs were granted on the closing of the Company’s IPO on October 8, 2019 and will vest on October 8, 2020. Each DSU may be redeemed, on the settlement date, for one Share or a cash payment.

The following table describes the outstanding Share-based awards and option-based awards held by Directors at December 31, 2019. As of December 31, 2019, no RSUs or PSUs had been awarded to the Directors under the Omnibus Incentive Plan.


OPTION-BASED AWARDS					SHARE-BASED AWARDS
Name and Principal Position	Number of Shares underlying unexercised Options (#)⁽¹⁾	Option exercise price (US$)	Option expiration date	Value of unexercised in-the- money Options (US$)⁽³⁾	Number of underlying Shares that have not vested (#)⁽⁴⁾	Market or payout value of unvested Share based awards (US$)⁽⁶⁾	Market or payout value of vested Share-based awards not paid out or distributed (US$)
Jason Chapnik Director (Chair, Member of the CNG Committee)	—	—	—	—	5,000	65,400	—
Claudio Erba Director	63,622⁽¹⁾	12.01⁽³⁾	October 8, 2029	—	—	—	—
James Merkur Director	45,000⁽²⁾	6.68	March 20, 2031	288,000	5,000	65,400	—

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OPTION-BASED AWARDS					SHARE-BASED AWARDS
Name and Principal Position	Number of Shares underlying unexercised Options (#)⁽¹⁾	Option exercise price (US$)	Option expiration date	Value of unexercised in-the- money Options (US$)⁽³⁾	Number of underlying Shares that have not vested (#)⁽⁴⁾	Market or payout value of unvested Share based awards (US$)⁽⁶⁾	Market or payout value of vested Share-based awards not paid out or distributed (US$)
Daniel Klass Director (Member of the Audit Committee)	—	—	—	—	5,000	65,400	—
Kristin Halpin Perry Director (Chair of the CNG Committee)	—	—	—	—	11,250	147,150	—
Steven E. Spooner Director (Chair of the Audit Committee and Member of the CNG Committee)	—	—	—	—	5,000	65,400	—
William Anderson Director (Member of the Audit Committee)	—	—	—	—	5,000	65,400	—

Notes:

(1)	Represents grants of options made under the Omnibus Incentive Plan, which vest in equal tranches over five years on October 8, 2020, 2021, 2022, 2023 and 2024.

(2)	Represents grants of options made under the Legacy Option Plan, which vest in equal tranches over five years on March 20, 2020, 2021, 2022, 2023 and 2024

(3)

(4)	Based on an exercise price of C$16.00 per Share converted to US$12.01 using an exchange rate of 0.7506, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on the date of grant.

(5)	Represents DSUs granted on October 8, 2019.

(6)

Amounts shown represent the dollar amount of unvested DSUs held as at December 31 2019, calculated by multiplying the closing price of the Shares on the TSX, being C$16.99 per Share converted into US$13.08 per Share using an exchange rate of 0.7699, being the daily rate of exchange posted by the Bank of Canada for conversion of Canadian dollars into U.S. dollars on December 31, 2019.

Incentive Plan Awards – Value Vested or Earned During the Year – Directors

Name

Option based awards -
value vested during
the year

Share-based awards -
value vested during
the year

Non-equity incentive plan
compensation -
value earned during the year
(US$)

Jason Chapnik

Director

—

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Name	Option based awards - value vested during the year		Share-based awards - value vested during the year		Non-equity incentive plan compensation - value earned during the year (US$)
Claudio Erba Director		—		—	$	223,079	⁽¹⁾
James Merkur Director		—		—		—
Daniel Klass Director		—		—		—
Kristin Halpin Perry Director		—		—		—
Steven E. Spooner Director (Chair of the Audit Committee and Member of the CNG Committee)		—		—		—
William Anderson Director		—		—		—

Notes:

(1)

This amount represents the Total Bonus Earned in Fiscal 2019 by Mr. Erba, which was awarded on a discretionary basis. Mr. Erba waived receipt of €100,000 or US$112,340 once converted into U.S. dollars using an exchange rate of 1.1234 being the daily rate of exchange posted by the European Central Bank for conversion of Euros into U.S. dollars on December 31, 2019 in respect of his annual incentive bonus. See “Compensation – Named Executive Officers – Compensation in Fiscal 2019 – Short-Term Incentives”.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes certain information as of December 31, 2019 regarding compensation plans of the Company under which equity securities are authorized for issuance.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted-average exercise price of outstanding options, warrants and rights (US$)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) (#)
Equity compensation plans approved by securityholders – N/A		—		—		—
Equity compensation plans not approved by securityholders – Legacy Option Plan⁽¹⁾ and Omnibus Incentive Plan⁽²⁾		2,137,897	$	3.42		2,401,023	⁽³⁾

Notes:

(1)	See “Equity Incentive Plans – Legacy Option Plan” for a description of the material features of the Legacy Option Plan.

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(2)

See “Equity Incentive Plans – Omnibus Incentive Plan” for a description of the material features of the Omnibus Incentive Plan. The Omnibus Incentive Plan was adopted in connection with the Company’s IPO on October 8, 2019. As of December 31, 2019, no RSUs or PSUs had been awarded under the Omnibus Incentive Plan.

(3)	Represents the number of shares available for future issuance under the Omnibus Incentive Plan. There will be no further issuances under the Legacy Option Plan.

STATEMENT OF GOVERNANCE PRACTICES

The Board believes that strong corporate governance is important to the long-term success of the Company and maintaining the trust of Shareholders, customers and other stakeholders.

In accordance with the corporate governance guidelines set out under NI 58-101 and National Policy 58-201 – Corporate Governance Guideline (together with NI 58-101, the “CSA Governance Rules”), the following is a summary of the governance practices of the Company.

Governance Highlights


Governance Element		Company Practice

Board Size		7 Directors

Board Independence		Majority independent

Entirely Independent Committees		Audit Committee; CNG Committee

Independent Board and Committee Meetings		The independent Directors hold in-camera sessions at the conclusion of each regularly scheduled Board and committee meeting

Voting Standard for Board Elections		Annually by a majority of votes cast

Majority Voting Policy		Yes

Share Ownership Guidelines		Yes

New Director Orientation and Continuing Education		Yes

Annual Board Assessments		Yes

To comply with the various applicable governance standards and to achieve best practices, the Company has adopted comprehensive corporate governance policies and procedures, including:

•

Code of Business Conduct and Ethics;

•

Charter of the Board of Directors;

•

Audit Committee Charter;

•

CNG Committee Charter;

•

Position Descriptions for the Chief Executive Officer, Chair of the Board and Committee Chairs;

•

Diversity Policy;

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•

Whistleblower Policy;

•

Majority Voting Policy;

•

Insider Trading Policy;

•

Investment Policy;

•

Disclosure and Confidential Information Policy;

•

Compensation Clawback Policy; and

•

Share Ownership Policy.

The Board believes that the Company’s governance practices are in compliance with the CSA Governance Rules.

Composition of Board of Directors and Independence

The Board is comprised of seven Directors, four of whom are independent Canadian residents and one of whom is an independent United States resident. Pursuant to NI 58-101, an independent Director is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a Director’s independent judgment. The Company has determined that Jason Chapnik (Chair), Daniel Klass, Kristin Halpin Perry, Steven E. Spooner and William Anderson are independent under NI 58-101 and that Claudio Erba (President & Chief Executive Officer) and James Merkur are not independent. Claudio Erba is not considered to be independent under NI 58-101 because he is our President & Chief Executive Officer. James Merkur is not considered independent under NI 58-101 due to a pre-IPO arrangement with the Company pursuant to which he was granted options and received a supplemental fee upon Closing of the IPO.

The independent Directors hold in-camera sessions at the conclusion of each regularly scheduled Board and committee meeting. The Chair of the Board conducts the in-camera sessions of the Board and the Chair of each committee conducts the in-camera sessions of its committee, as applicable, without management or the other non-independent Directors present.

Nomination of Directors

Other than the Principal Shareholders’ nominees nominated pursuant to the Investor Rights Agreement, all Board nominees are nominated by the CNG Committee, who make such nominations after considering the mix of skills and experience it believes are necessary to further the Company’s goals. The written charter of the CNG Committee sets out the committee’s responsibilities with respect to nominating Board member candidates, which include to: (i) review annually the competencies, skills and personal qualities of the Board, in light of relevant factors; (ii) seek individuals qualified (in the context of the needs of the Company and any formal criteria established by the Board) to become members of the Board; (iii) review and recommend to the Board, the membership and allocation of Board members to the various committees of the Board; and (iv) consider the level of diversity on the Board.

The CNG Committee will seek prospective candidates who are independent, have recognized functional and industry experience, sound business judgement, high ethical standards, time to devote to the Board and the ability to contribute to the Board’s diversity (with respect to gender, experience, geography, ethnicity and age). The CNG Committee intends to identify qualified candidates when necessary through a number of possible sources, including search firms where appropriate.

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Directors elected at an annual meeting are elected for a term expiring at the close of the subsequent annual meeting and are eligible for re-election. Directors appointed by the Directors between meetings of Shareholders in accordance with the Articles are appointed for a term expiring at the close of the next annual meeting and are eligible for election or re-election, as the case may be.

For a chart illustrating the relevant skills possessed by each Director who is proposed for election at the Meeting, see “Matters to be Considered at the Meeting – Election of Directors – Skills Matrix”.

Term Limits

The Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the CNG Committee will seek to maintain the composition of the Board in a way that provides, in the judgment of the Board, the best mix of skills and experience to provide for our overall stewardship. The CNG Committee also is expected to conduct an annual process for the assessment of the Board (see below under “Board Assessments”), each Board committee and each Director regarding his, her or its effectiveness and performance, and to report evaluation results to the Board.

Board Assessments

The CNG Committee intends to conduct an annual assessment of the performance, effectiveness and contribution of the Board, Board committees and of each individual Director. The results of the assessments will be communicated to the Board. This process will be used (i) as an assessment tool; (ii) as a component of the regular review process of Board members’ participation; (iii) to assist with the Board’s succession planning; and (iv) to determine appropriate individuals to stand for re-election to the Board.

Charter of the Board

The mandate of the Company’s Board is one of stewardship and oversight of the Company and its affairs. In fulfilling its mandate, the Board has adopted a written charter setting out its responsibility for, among other things, (i) participating in the development of and approving a strategic plan for the Company; (ii) supervising the activities and managing the investments and affairs of the Company; (iii) approving major decisions regarding the Company; (iv) defining the roles and responsibilities of management; (v) reviewing and approving the business and investment objectives to be met by management; (vi) assessing the performance of and overseeing management; (vii) issuing securities of the Company for such consideration as the Board may deem appropriate, subject to applicable law; (viii) reviewing the Company’s debt strategy; (ix) identifying and managing risk exposure; (x) ensuring the integrity and adequacy of the Company’s internal controls and management information systems; (xi) succession planning; (xii) establishing committees of the Board, where required or prudent, and defining their mandate; (xiii) establishing and maintaining procedures and policies to ascertain Director independence; (xiv) maintaining records and providing reports to Shareholders; (xv) ensuring effective and adequate communication with Shareholders, other stakeholders and the public; and (xvi) determining the amount and timing of dividends to Shareholders. A copy of the Board’s written charter is attached to this Information Circular as Schedule A.

Position Descriptions

Chair of the Board and Lead Director

The Board has adopted written position descriptions for the Chair of the Board which sets out the individual’s key responsibilities, including, as applicable, duties relating to setting Board meeting agendas,

- 48 -

chairing Board and Shareholder meetings, managing in camera sessions, Director development and communicating with Shareholders and regulators.

Committee Chairs

The Board has adopted a written position description for the Chair of the Audit Committee and the Chair of the CNG Committee, each of which sets out such Chair’s key responsibilities, including duties relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to ensure, to the greatest extent possible, the effective functioning of the committee.

Chief Executive Officer

The Board has adopted a written position description and mandate for the Chief Executive Officer, which sets out the key responsibilities of the Chief Executive Officer. The primary functions of the Chief Executive Officer are to lead management of the business and affairs of the Company, to lead the implementation of the resolutions and the policies of the Board, to supervise day to day management of the Company and to communicate with Shareholders and regulators.

Orientation and Continuing Education

As a new reporting issuer, the Company has not yet been required to orient any Directors other than those who joined the Board prior to the IPO. However, when new Directors are elected to the Board, they can be expected to participate in an orientation program for new Directors under which they will be provided with comprehensive orientation and education as to the nature and operation of the Company and our business, the role of the Board and Board committees, and the contribution that an individual director is expected to make. The CNG Committee is responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities of the Directors and to ensure that their knowledge and understanding of our business remains current. The chair of each Board committee is responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

Ethical Business Conduct

The Company has adopted a Code of Ethics that applies to all of our Directors, managers, officers, and employees. The objective of the Code of Ethics is to provide guidelines for maintaining the integrity, reputation, honesty, objectivity and impartiality of the Company and its subsidiaries. Among other things, the Code of Ethics addresses conflicts of interest, protecting the Company’s assets, confidentiality, fair dealing with security holders, competitors and employees, insider trading, compliance with laws and reporting any illegal or unethical behaviours. As part of the Code of Ethics, any person subject to the Code of Ethics is required to avoid or fully disclose interests or relationships that are harmful or detrimental to the Company’s best interests or that may give rise to real, potential, or the appearance of, conflicts of interest. The Board will have the ultimate responsibility for the stewardship of the Code of Ethics. The Code of Ethics is available on the Company’s website at www. docebo.com.

In order to ensure compliance with the Code of Ethics, Company personnel are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. If required, employees may report violations of the Code of Ethics anonymously. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith. It is, at the same time, unacceptable to file a report knowing it is false. In addition, to foster a strong culture of ethical business conduct, the Company has implemented several other policies discussed in further detail below and elsewhere in this Information Circular.

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If a Director or officer holds an interest in a transaction or agreement under consideration at a Board meeting or a Board committee meeting, that Director or officer shall not be present at the time the Board or Board committee deliberates such transaction or agreement and shall abstain from voting on the matter, subject to certain limited exceptions provided for in the OBCA.

Whistleblower Policy

The Company has adopted a whistleblower policy (the “Whistleblower Policy”) which sets out established procedures for personnel of the Company to confidentially and anonymously submit concerns to the Chair of the Audit Committee (who is independent of the Company) or to a third-party reporting system regarding any accounting or auditing matter or any other matter which the individual believes to be in violation of the Code of Ethics.

Insider Trading Policy

The Company’s Insider Trading Policy expressly states that no one with any knowledge of a material fact or a material change in the affairs of the Company that has not been generally disclosed to the public should purchase or sell any securities of the Company, inform anyone of such material fact or material change (other than in the necessary course of business) or advise anyone to purchase, sell, hold or exchange securities of the Company (or any other securities whose price or value may reasonably be expected to be affected by material changes affecting the Company) until the information has been generally disclosed to the public and sufficient time has elapsed for such information to have been adequately disseminated to the public. For the purpose of implementing such principles, the Insider Trading Policy sets out a number of guidelines, including directives to Directors, officers and employees of the Company.

Disclosure and Confidential Information Policy

The Company has adopted a disclosure and confidential information policy (the “Disclosure and Confidential Information Policy”) which provides guidelines on the disclosure of material information and the protection of confidential information. The guidelines include the directive to disclose any material information in respect of the Company, whether favourable or unfavourable, to the public promptly via news release and to not engage in selective disclosure. All written and oral disclosure, including news releases, must be approved, before public disclosure, by the disclosure committee of the Company (or designated members thereof). Any news releases containing material information should also be approved by the Board. The Disclosure and Confidential Information Policy also establishes guidelines with respect to electronic communications, dealings with the investment community and forward-looking information. To prevent the inadvertent disclosure of confidential information, the Disclosure and Confidential Information Policy provides that Docebo personnel should not discuss the affairs of the Company with, or make information about the Company available to, outsiders and should take specific steps to preserve confidentiality where information is required to be disclosed to third parties.

Diversity

The Company is committed to fostering an open and inclusive workplace culture. The Company underscores a commitment to diversity and recognizes it as an important asset. The Company and its affiliates are firmly committed to providing equal opportunity in all aspects of employment.

The CNG Committee values and considers diversity as part of its overall annual evaluation of Board nominees for election or re-election, as well as candidates for management positions. Gender is of particular importance to us in ensuring diversity within the Board and management. Recommendations concerning Board nominees are, foremost, based on merit and performance, but diversity is taken into consideration,

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as it is beneficial that a diversity of backgrounds, views and experiences be present at the Board and management levels.

In furtherance of the Company’s commitment to diversity at the Board level, the Board has adopted a diversity policy (the “Diversity Policy”). The Diversity Policy emphasizes the Company’s belief in diversity and the potential for diversity in the composition of the Board and senior management of the Company, to advance the best interests of the Company. In this context, diversity may encompass a variety of dimensions (including, among other things, diversity in business experience, professional expertise, personal skills and perspectives, as well as gender, geography, age, race and ethnicity), the relative importance of which may change from time to time.

The Diversity Policy does not specify a numerical target for women Directors on the Board, nor does the Company maintain a specific numerical target in making executive officer appointments. However, as specified in the Diversity Policy, the level of representation of women will be considered by Docebo, the Board and the CNG Committee in the identification and nomination of Directors.

The level of representation of women has been, and will continue to be, considered by the Company, the Board and the CNG Committee in the making of executive officer appointments. In searches for new executive officers, the CNG Committee will consider the level of female representation and diversity in management as one of several factors used in its search process. This will be achieved through continuously monitoring the level of female representation in senior management positions and, where appropriate, recruiting qualified female candidates as part of our overall recruitment and selection process to fill senior management positions, as the need arises, through vacancies, growth or otherwise.

The CNG Committee will annually review the effectiveness of the Diversity Policy. The CNG Committee will solicit feedback from members of the Board and senior management with respect to the functioning of the policy, and implement any appropriate changes or new initiatives resulting from such feedback. Further, the CNG Committee will maintain a list of candidates considered or proposed by the CNG Committee as new Directors, and track the actual nomination and appointment of said nominees to the Board. At the time of each annual review, the CNG Committee will re-evaluate the appropriateness of adopting numerical targets.

Currently, two of our executive officers are women and one woman sits on the Board, representing approximately 29% of all executive officer and 14% of all Directors, respectively.

Conflicts of Interest

Certain of our Directors and officers are associated with other companies or entities, which may give rise to conflicts of interest. In accordance with the OBCA, Directors who have a material interest in any person who is a party to a material contract or proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and abstain from voting on any resolution to approve that contract. In addition, the Directors are required to act honestly and in good faith with a view to the best interests of the Company.

Committees of the Board

The Board has established two committees: (i) the Audit Committee; and (ii) the CNG Committee.

Audit Committee

Our Audit Committee consists of a minimum of three and a maximum of five Directors, all of whom are persons determined by the Board to be both independent Directors and financially literate within the

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meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”). The Audit Committee is comprised of Steven E. Spooner, who acts as chair of this committee, Daniel Klass and William Anderson. Mr. Spooner was previously the Chief Financial Officer of Mitel, a publicly listed issuer on the TSX and NASDAQ until it was acquired in 2018 and currently a director of Jamieson Wellness Inc., a TSX-listed company. Mr. Klass is the founder and President of Klass Capital, a private equity firm and currently sits on the board of several private companies. Mr. Anderson is currently the Chief Executive Officer of Resolver Inc., a private company. Each of the Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. For additional details regarding the relevant education and experience of each member of the Audit Committee, see “Matters to be Considered at the Meeting – Election of Directors – About the Nominees”.

The Board has adopted a written charter for the Audit Committee, which sets out the Audit Committee’s responsibilities. The Audit Committee assists the Board in fulfilling its oversight of, among other things:

•

the quality and integrity of the Company’s financial statements and related information;

•

the qualifications, independence, appointment and performance of the external auditor;

•

the accounting and financial reporting policies, practices and procedures of the Company and its subsidiaries and affiliates;

•

the Company’s risk management practices and legal and regulatory compliance;

•

management’s design, implementation and effective conduct of internal controls over financial reporting and disclosure controls and procedures;

•

the performance of the Company’s external auditor;

•

the performance of the Company’s internal audit function, if applicable; and

•

preparation of disclosures and reports required to be prepared by the Audit Committee by any law, regulation, rule or listing standard.

It is the responsibility of the Audit Committee to maintain free and open means of communication between the Audit Committee, the external auditor and management of the Company. The Audit Committee has full access to the Company’s management and records and external auditor as necessary to carry out these responsibilities. The Audit Committee has the authority to carry out such special investigations as it sees fit in respect of any matters within its various roles and responsibilities. The Company shall provide appropriate funding, as determined by the Audit Committee, for the payment of compensation to the external auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee.

Compensation, Nominating and Governance Committee

The CNG Committee consists of a minimum of three Directors, a majority of whom must be independent Directors within the meaning of NI 58-101 and is charged with overseeing executive compensation, management development and succession, director compensation and executive compensation disclosure. It also assists the Board in overseeing corporate governance, the composition of the Board and its committees, and the effectiveness of the Board, its committees and the Directors themselves. The CNG Committee is comprised of Kristin Halpin Perry, who acts as chair the CNG Committee, Jason Chapnik and Steven E. Spooner. For additional details regarding the Compensation, Nominating and Governance Committee, see “Compensation – Compensation Governance – Compensation, Nominating and Governance Committee”.

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Board Interlocks

Currently, there are no interlocking Board memberships among the current directors as it relates to boards of public companies, though several directors do sit on the same boards of private companies. See “About the Nominees.” While the Board has not adopted a formal policy with respect to Board interlocks, the Charter of the Board of Directors provides that each member of the Board should, when considering membership on another board or committee, make every effort to ensure that such membership will not impair the member’s time and availability for his or her commitment to the Company, and that directors should advise the Chair of the Board and the Chief Executive Officer before accepting membership on other public company boards or any audit committee or other significant committee assignment on any other board. The Board intends to consider interlocking memberships on a case-by-case basis and will consider recommendations from the CGN Committee with respect thereto.

Succession Planning

The Board is responsible for providing guidance and oversight on succession management processes for the President & Chief Executive Officer and other key executives. As part of its mandate, the CNG Committee intends to periodically review, with the Board, the succession plans relating to the position of the President & Chief Executive Officer and other senior positions. In addition, management is regularly asked to work with the Board to assess and enhance talent within the organization with the goal of investing time and resources in the managerial capabilities of its existing and future leaders.

Environmental, Social and Governance

The Company understands that Environmental, Social and Governance (“ESG”) matters are becoming increasingly valued by its various stakeholders. The Company is committed to embedding these practices into its business model, which include: (i) complying with all applicable environmental laws and regulations; (ii) assessing sustainability-related risks and capturing value-added opportunities; (iii) actively supporting diversity and inclusion; (iv) aiming to provide safe and healthy environment for all employees; and (iv) promoting a culture where all of the Company’s employees share the foregoing commitments.

Shareholder Engagement

Management welcomes frequent dialogue with shareholders. Management is committed to ensuring that if items of significant concern are raised by shareholders, these items are brought to the attention of the Board. In addition, management regularly engages with the investment community through: annual and quarterly reports, news releases, our website www.docebo.com, disclosure and regulatory documents filed on SEDAR at www.sedar.com; quarterly conference calls to review financial and operating results open to all investors, the investment community, analysts and media; attendance at investor-focused conferences; and are available to meet or set up calls, as requested, with shareholders and potential shareholders.

Risk Oversight

The Board is responsible for identifying the principal risks of the Company’s business and ensuring these risks are being appropriately managed. The Board periodically discusses with management guidelines and policies with respect to risk assessment, risk management, and major strategic, financial and operational risk exposures, and the steps management has taken to monitor and control any exposure resulting from such risks. The Board relies on the President & Chief Executive Officer; Chief Financial Officer; Chief Revenue Officer, Chief Operating Officer and Chief Technology Officer to supervise day-to-day risk management, and management reports periodically to the Audit Committee and Board on risk management matters. A discussion of the primary risks facing the Company’s business is included in the AIF available on the Company’s profile on SEDAR at www.sedar.com.

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EQUITY INCENTIVE PLANS

Omnibus Incentive Plan

The material features of the Omnibus Incentive Plan are summarized below. The following discussion is qualified entirely by the full text of the Omnibus Incentive Plan.

Shares Subject to the Omnibus Incentive Plan

The Omnibus Incentive Plan is a “fixed” plan in that, subject to the adjustment provisions provided for therein (including a subdivision or consolidation of Shares), it will provide that the aggregate maximum number of Shares that may be issued upon the settlement of awards granted under the Omnibus Incentive Plan shall not exceed 2,845,420 Shares, representing approximately 10% of the Company’s issued and outstanding Shares as at the date of closing of the IPO (the “Reserved Shares”).

To the extent any awards under the Omnibus Incentive Plan are terminated or cancelled for any reason prior to exercise in full, the Shares subject to such awards (or any portion(s) thereof) shall be added back to the number of Shares reserved for issuance under the Omnibus Incentive Plan.

Insider Participation Limit

The Omnibus Incentive Plan provides that the aggregate number of Shares (a) issuable to insiders at any time (under all of the Company’s security-based compensation arrangements) cannot exceed 10% of the Company’s issued and outstanding Shares and (b) issued to insiders within any one-year period (under all of the Company’s security-based compensation arrangements) cannot exceed 10% of the Company’s issued and outstanding Shares.

Furthermore, the Omnibus Incentive Plan provides that (a) the Company shall not make grants of awards to non-employee directors, if after giving effect to such grants of awards, the aggregate number of Shares issuable to non-employee directors, a t the time of such grant under all of the Company’s security-based compensation arrangement, would exceed 1% of the issued and outstanding Shares on a non-diluted basis, and (b) within any one financial year of the Company, the aggregate fair market value on the date of grant of all awards granted to any one non-employee director under all of the Company’s security-based compensation arrangements shall not exceed $150,000, provided that such limits shall not apply to (i) awards taken in lieu of any cash retainer or other director fees, (ii) a one-time initial grant to a non-employee director upon such director joining the Board, and (iii) awards granted on or in connection with the IPO.

Any Shares issued by the Company through the assumption or substitution of outstanding stock options or other equity-based awards from an acquired company shall not reduce the number of Shares available for issuance pursuant to the exercise of awards granted under the Omnibus Incentive Plan.

Administration of the Omnibus Incentive Plan

The Plan Administrator (as defined in the Omnibus Incentive Plan) is determined by the Board, and is currently the CNG Committee. The Omnibus Incentive Plan may in the future be administered by the Board itself or delegated to a committee of the Board. The Plan Administrator will determine which Directors, officers, consultants and employees are eligible to receive awards under the Omnibus Incentive Plan, the time or times at which awards may be granted, the conditions under which awards may be granted or forfeited to the Company, the number of Shares to be covered by any award, the exercise price of any award, whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting,

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or waiver of termination regarding any award, based on such factors as the Plan Administrator may determine.

In addition, the Plan Administrator shall interpret the Omnibus Incentive Plan and may adopt administrative rules, regulations, procedures and guidelines governing the Omnibus Incentive Plan or any awards granted under the Omnibus Incentive Plan as it deems appropriate.

Eligibility

All Directors, officers, consultants and employees are eligible to participate in the Omnibus Incentive Plan. The extent to which any such individual is entitled to receive a grant of an award pursuant to the Omnibus Incentive Plan will be determined in the discretion of the Plan Administrator.

Types of Awards

Awards of options, RSUs, PSUs and DSUs may be made under the Omnibus Incentive Plan. All of the awards described below will be subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the Omnibus Incentive Plan, and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the Omnibus Incentive Plan and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Shares issued pursuant to awards.

Options

An option entitles a holder thereof to purchase a prescribed number of treasury Shares at an exercise price set at the time of the grant. The Plan Administrator will establish the exercise price at the time each option is granted, which exercise price must in all cases be not less than the volume weighted average closing price of the Shares on the TSX for the five trading days immediately preceding the date of grant (the “Market Price”) on the date of grant. Subject to any accelerated termination as set forth in the Omnibus Incentive Plan, each option expires on its respective expiry date. The Plan Administrator will have the authority to determine the vesting terms applicable to grants of options. Once an option becomes vested, it shall remain vested and shall be exercisable until expiration or termination of the option, unless otherwise specified by the Plan Administrator, or as otherwise set forth in any written employment agreement, award agreement or other written agreement between the Company or a subsidiary of the Company and the participant. The Plan Administrator will have the right to accelerate the date upon which any option becomes exercisable. The Plan Administrator may provide at the time of granting an option that the exercise of that option is subject to restrictions, in addition to those specified in the Omnibus Incentive Plan, such as vesting conditions relating to the attainment of specified performance goals.

Unless otherwise specified by the Plan Administrator at the time of granting an option and set forth in the particular award agreement, an exercise notice must be accompanied by payment of the exercise price. A participant may, in lieu of exercising an option pursuant to an exercise notice, elect to surrender such option to the Company (a “Cashless Exercise”) in consideration for an amount from the Company equal to (i) the Market Price of the Shares issuable on the exercise of such option (or portion thereof) as of the date such option (or portion thereof) is exercised, less (ii) the aggregate exercise price of the option (or portion thereof) surrendered relating to such Shares (the “In-the-Money Amount”) by written notice to the Company indicating the number of options such participant wishes to exercise using the Cashless Exercise, and such other information that the Company may require. Subject to the provisions of the Omnibus Incentive Plan, the Company will satisfy payment of the In-the-Money Amount by delivering to the participant such number of Shares having an aggregate fair market value equal to the In-the-Money

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Amount. Any options surrendered in connection with a Cashless Exercise will not be added back to the number of Shares reserved for issuance under the Omnibus Incentive Plan.

Restricted Share Units

A RSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or the value thereof) for each RSU after a specified vesting period. The Plan Administrator may, from time to time, subject to the provisions of the Omnibus Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant RSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “RSU Service Year”).

The number of RSUs (including fractional RSUs) granted at any particular time under the Omnibus Incentive Plan will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in RSUs (including the elected amount, as applicable), as determined by the Plan Administrator, by (b) the greater of (i) the Market Price of a Share on the date of grant and (ii) such amount as determined by the Plan Administrator in its sole discretion. The Plan Administrator shall have the authority to determine any vesting terms applicable to the grant of RSUs, provided that the terms comply with Section 409A of the Code, to the extent applicable.

Upon settlement, holders will receive (a) one fully paid and non-assessable Share in respect of each vested RSU, (b) a cash payment or (c) a combination of Shares and cash, in each case as determined by the Plan Administrator. Any such cash payments made by the Company shall be calculated by multiplying the number of RSUs to be redeemed for cash by the Market Price per Share as at the settlement date. Subject to the provisions of the Omnibus Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any RSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any RSU any later than the final business day of the third calendar year following the applicable RSU Service Year.

Performance Share Units

A PSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or the value thereof) for each PSU after specific performance-based vesting criteria determined by the Plan Administrator, in its sole discretion, have been satisfied. The performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the termination of a participant’s employment and the amount of any payment or transfer to be made pursuant to any PSU will be determined by the Plan Administrator and by the other terms and conditions of any PSU, all as set forth in the applicable award agreement. The Plan Administrator may, from time to time, subject to the provisions of the Omnibus Incentive Plan and such other terms and conditions as the Plan Administrator may prescribe, grant PSUs to any participant in respect of a bonus or similar payment in respect of services rendered by the applicable participant in a taxation year (the “PSU Service Year”).

The Plan Administrator has the authority to determine any vesting terms applicable to the grant of PSUs. Upon settlement, holders will receive (a) one fully paid and non-assessable Share in respect of each vested PSU, (b) a cash payment, or (c) a combination of Shares and cash, in each case as determined by the Plan Administrator in its discretion. Any such cash payments made by the Company to a participant shall be calculated by multiplying the number of PSUs to be redeemed for cash by the Market Price per Share as at the settlement date. Subject to the provisions of the Omnibus Incentive Plan and except as otherwise provided in an award agreement, no settlement date for any PSU shall occur, and no Share shall be issued or cash payment shall be made in respect of any PSU any later than the final business day of the third calendar year following the applicable PSU Service Year.

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Deferred Share Units

A DSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive one Share (or, at the election of the holder and subject to the approval of the Plan Administrator the cash value thereof) for each DSU on a future date. The Board may fix from time to time a portion of the total compensation (including annual retainer) paid by the Company to a director in a calendar year for service on the Board (the “Director Fees”) that is to be payable in the form of DSUs. In addition, each director will be given, subject to the provisions of the Omnibus Incentive Plan, the right to elect to receive a portion of the cash Director Fees owing to them in the form of DSUs.

Except as otherwise determined by the Plan Administrator, DSUs shall vest immediately upon grant or be subject to a one-year vesting. The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (a) the amount of any bonus or similar payment that is to be paid in DSUs, as determined by the Plan Administrator, by (b) the Market Price of a Share on the date of grant. Upon settlement, holders will receive (a) one fully paid and non-assessable Share in respect of each vested DSU, or (b) at the election of the holder and subject to the approval of the Plan Administrator, a cash payment on the date of settlement. Any cash payments made under the Omnibus Incentive Plan by the Company to a participant in respect of DSUs to be redeemed for cash shall be calculated by multiplying the number of DSUs to be redeemed for cash by the Market Price per Share as at the settlement date.

Dividend Equivalents

RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs, as applicable. Dividend equivalents shall vest in proportion to, and settle in the same manner as, the awards to which they relate. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Value at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Black-out Periods

If an award expires during, or within five business days after, a routine or special trading black-out period imposed by the Company to restrict trades in the Company’s securities, then, notwithstanding any other provision of the Omnibus Incentive Plan, unless the delayed expiration would result in negative tax consequences to the holder of the award, the award shall expire ten business days after the trading black- out period is lifted by the Company.

Term

While the Omnibus Incentive Plan will not stipulate a specific term for awards granted thereunder, shareholder approval shall be required to permit an award to be exercisable beyond 10 years from its date of grant, except where an expiry date would have fallen within a blackout period of the Company. All awards must vest and settle in accordance with the provisions of the Omnibus Incentive Plan and any applicable award agreement, which award agreement may include an expiry date for a specific award.

Termination of Employment or Services

The following table describes the impact of certain events upon the participants under the Omnibus Incentive Plan, including termination for cause, resignation, termination without cause, disability, death or retirement, subject, in each case, to the terms of a participant’s applicable employment agreement, award

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agreement or other written agreement and subject to applicable employment standards legislation or regulations applicable to the participant’s employment or other engagement with the Company or any of its subsidiaries:


Event		Provisions

Termination for Cause		• Any unvested awards held that have not been exercised, settled or surrendered as of the Termination Date (as defined in the Omnibus Incentive Plan) shall be immediately forfeited and cancelled. • Any vested awards may be exercised, settled or surrendered to the Company by the participant at any time during the period that terminates on the earlier of: (a) the expiry date of such award, and (b) the date that is 90 days after the Termination Date, with any award that has not been exercised, settled or surrendered at the end of such period being immediately forfeited and cancelled.
Resignation
Termination without Cause

Disability		• Any award held by the participant that has not vested as of the date of the Disability (as defined in the Omnibus Incentive Plan) of such participant but is scheduled to vest within the next year shall vest on such date and may be exercised or surrendered to the Company by the participant at any time until the expiry date of such award. All other unvested awards shall be immediately forfeited and cancelled.

Death		• Any award held by the participant that has not vested as of the date of the death of such participant but is scheduled to vest within the next year shall vest on such date and may be exercised, settled or surrendered to the Company by the participant at any time during the period that terminates on the earlier of: (a) the expiry date of such award, and (b) the first anniversary of the date of the death of such participant, with any award that has not been exercised, settled or surrendered at the end of such period being immediately forfeited and cancelled. All other unvested awards shall be immediately forfeited and cancelled.

Change in Control

Under the Omnibus Incentive Plan, except as may be set forth in an employment agreement, award agreement or other written agreement between the Company or a subsidiary of the Company and a participant:

(a)

If within 12 months following the completion of a transaction resulting in a Change in Control (as defined below), a participant’s employment is terminated without Cause (as defined in the Omnibus Incentive Plan), without any action by the Plan Administrator:

(i)

any unvested awards held by the participant that have not been exercised, settled or surrendered as of the Termination Date shall immediately vest; and

(ii)

any vested awards may be exercised, settled or surrendered to the Company by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such award; and (B) the date that is 90 days after the Termination Date, with any award that has not been exercised, settled or surrendered at the end of such period being immediately forfeited and cancelled.

(b)

Unless otherwise determined by the Plan Administrator, if, as a result of a Change in Control, the Shares will cease trading on the TSX, the Company may terminate all of the awards, other than an option held by a participant that is a resident of Canada for the purposes of the Tax Act, granted under the Omnibus Incentive Plan at the time of, and subject to the completion of, the Change in Control transaction by paying to each holder an amount equal to the fair market value of his or her respective award (as determined by

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the Plan Administrator, acting reasonably) at or within a reasonable period of time following completion of such Change in Control transaction.

Subject to certain exceptions (including with respect to transactions with affiliates and Intercap), a “Change in Control” includes (a) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Shares, (b) the sale of all or substantially all of the Company’s assets, (c) the dissolution or liquidation of the Company, (d) the acquisition of the Company via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, or (e) individuals who comprise the Board at the last annual meeting of shareholders (the “Incumbent Board”) cease to constitute at least a majority of the Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board.

Non-Transferability of Awards

Unless otherwise provided by the Plan Administrator, and except to the extent that certain rights may pass to a beneficiary or legal representative upon the death of a participant by will or as required by law, no assignment or transfer of awards granted under the Omnibus Incentive Plan, whether voluntary, involuntary, by operation of law or otherwise, is permitted.

Amendments to the Omnibus Incentive Plan

The Plan Administrator may from time to time, without notice and without approval of the holders of voting shares, amend, modify, change, suspend or terminate the Omnibus Incentive Plan or any awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that (a) no such amendment, modification, change, suspension or termination of the Omnibus Incentive Plan or any award granted pursuant thereto may materially impair any rights of a participant or materially increase any obligations of a participant under the Omnibus Incentive Plan without the consent of such participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (b) any amendment that would cause an award held by a U.S. Taxpayer (as such term is defined in the Omnibus Incentive Plan) to be subject to the additional tax penalty under Section 409A(1)(b)(i)(II) of the Code shall be null and void ab initio.

(a)

increasing the number of Shares reserved for issuance under the Omnibus Incentive Plan, except pursuant to the provisions in the Omnibus Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

(b)

increasing or removing the 10% limits on Shares issuable or issued to insiders;

(c)

reducing the exercise price of an option award (for this purpose, a cancellation or termination of an award of a participant prior to its expiry date for the purpose of reissuing an award to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an award) except pursuant to the provisions in the Omnibus Incentive Plan which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

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(d)

extending the term of an option award beyond the original expiry date (except where an expiry date would have fallen within a blackout period applicable to the participant or within five business days following the expiry of such a blackout period);

(e)

permitting an option award to be exercisable beyond 10 years from its date of grant (except where an expiry date would have fallen within a blackout period);

(f)

increasing or removing the limits on the participation of non-employee directors;

(g)

permitting awards to be transferred to a person;

(h)

changing the eligible participants; and

(i)

deleting or otherwise limiting the amendments which require approval of the shareholders.

Except for the items listed above, amendments to the Omnibus Incentive Plan will not require shareholder approval. Such amendments include (but are not limited to): (a) amending the general vesting provisions of an award, (b) amending the provisions for early termination of awards in connection with a termination of employment or service, (c) adding covenants of the Company for the protection of the participants, (d) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides, and (e) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Anti-Hedging Policy

Participants are restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of awards granted to them.

Legacy Option Plan

Prior to the Company’s IPO which closed on October 8, 2019, we granted options to acquire Shares to certain executive officers, employees and consultants under the Legacy Option Plan. The Board is responsible for administering the Legacy Option Plan and may delegate its responsibility thereunder. The following discussion is qualified entirely by the full text of the Legacy Option Plan. No additional options will be granted under the Legacy Option Plan.

The Legacy Option Plan allows for the grant of options to any full time employee and consultant of the Company or any of its affiliates, including, but not limited to, the Chief Executive Officer, President, Chief Financial Officer, certain Vice Presidents and other employees as designated from time to time by the Board. Pursuant to the Legacy Option Plan, the Board has the authority to determine the individuals to whom options may be granted and to grant options in such amounts and, subject to the provisions of the Legacy Option Plans, on such terms and conditions as it determines including: (i) the time or times at which options may be granted, (ii) the exercise price, (iii) the time or times when each option becomes exercisable and the duration of the exercise period (provided however that the exercise period may not exceed seven years), (iv) whether restrictions or limitations are to be imposed on the shares underlying options and the nature of such restrictions or limitations and (v) any acceleration of exercisability or waiver of termination regarding any option.

There are 1,284,200 options outstanding under the Legacy Option Plan.

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Unless otherwise specified by the Board, in its sole discretion, an option granted under the Legacy Option Plan expires and terminates on the earliest of (i) the date of expiration specified in the option grant letter or resolution of the Board granting such option, as applicable, being not more than seven years after the date of grant; (ii) immediately upon termination for cause of the option holder’s employment with the Company or any of its affiliates, as applicable; and (iii) sixty days after the option holder is no longer eligible to participate in the Legacy Option Plan, including by reason of retirement, permanent disability or death. Unless otherwise determined by the Board, options granted under the Legacy Option Plan shall vest in equal instalments over five years: one-fifth on the date that is one year after the date of grant of the options and an additional one-fifth (calculated to the nearest full share) on each of the following four anniversaries of the date of the first anniversary of the grant date.

Triggering Events; Change of Control

The Legacy Option Plan provides that certain events, including termination for cause, termination without cause, retirement, disability or death, may trigger forfeiture or reduce the vesting period, where applicable, of the option, subject to the terms of the participant’s agreement. Our Board may, in its discretion, at any time prior to or following such events, permit the exercise of any or all options held by the participant in the manner and on the terms authorized by the Board. The Legacy Option Plan also provides that, in connection with a subdivision or consolidation of our shares or any other capital reorganization, our Board may make certain adjustments to outstanding options and authorize such steps to be taken as may be equitable and appropriate to that end. In the event of an amalgamation, combination, plan of arrangement, merger or other reorganization, including by sale or lease of assets or otherwise, our Board may also make certain adjustments to outstanding options and authorize such steps to be taken as may be equitable and appropriate to that end. In the event of certain change of control transactions, our Board may (i) accelerate the vesting of any or all outstanding options and provide that such options are fully vested and conditionally exercisable upon (or prior to) the completion of the transaction or some other time as the Board may so direct, (ii) terminate any outstanding vested options, or (iii) to the extent that a change of control would also result in a capital reorganization, arrangement, amalgamation, exchange of shares or reclassification of the share capital of the Company and the Board does not decide to accelerate the vesting of the options, take such steps as are necessary or desirable to cause or ensure that, upon completion of the proposed transaction, the number and kind of shares subject to outstanding options and/or the exercise price per share of options shall be appropriately adjusted in such a manner as the Board, in its sole discretion, considers equitable to prevent substantial dilution or enlargement of the rights granted to the participants.

Amendments and Termination

Subject to the approval of any regulatory authorities having jurisdiction over the affairs of the Company, our Board may, without notice, at any time from time to time, amend, revise or terminate the Legacy Option Plan or any provisions hereof in such respects as it, in its sole discretion, determines appropriate, except that it may not without the consent of the participants (or the representatives of his or her estate) materially adversely affect a participant’s rights and obligations under any option granted under the Legacy Option Plan.

DIRECTORS’ AND OFFICERS’ INSURANCE AND INDEMNIFICATION

Overview

The Company has obtained directors’ and officers’ liability insurance policies, which cover indemnification of Directors and officers of the Company in certain circumstances. Under this insurance coverage, we will be reimbursed for insured claims where payments have been made under indemnity provisions on behalf of our and our subsidiaries’ directors and officers, subject to a deductible for each loss, which will be paid by us. Our individual Directors and officers will also be reimbursed for insured claims arising during the

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performance of their duties for which they are not indemnified by us. Excluded from insurance coverage are illegal acts, acts which result in personal profit and certain other acts. In addition, the Company has entered into indemnification agreements with each of its Directors and officers for liabilities and costs in respect of any action or suit against them in connection with the execution of their duties, subject to customary limitations prescribed by applicable law.

Insurance Policies

In 2019, the Company purchased a $10,000,000 (subject to certain coverage extensions) directors and officers liability insurance policy (“D&O Policy”) with an annual premium of $55,000 plus applicable taxes for the Directors and officers of the Company, as a group. The D&O Policy has deductibles ranging from nil to $150,000, depending on the type of claim being made.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

As of the date hereof, none of the Directors, executive officers, employees, former executive officers or former employees of the Company or any of its subsidiaries, and none of their respective associates, is indebted to the Company or any of its subsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by the Company or any of its subsidiaries.


Purpose	Aggregate Indebtedness		To Another Entity
Share Purchases		—		—
Other		—		—

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the knowledge of the Directors and executive officers of the Company, other than the election of Directors, none of the Directors or executive officers of the Company who have been a Director or executive officer at any time since the beginning of the Company’s last financial year, none of the proposed nominees for election as Directors of the Company, and no associate or affiliate of any of the foregoing, have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Information Circular and in the AIF under the heading “Interests of Management and Others in Material Transactions”, available on the Company’s profile on SEDAR at www.sedar.com, to the knowledge of the Directors of the Company, no informed person (as defined in NI 51-102) of the Company, no proposed Director of the Company and no known associate or affiliate of any such informed person or proposed Director, during the year ended December 31, 2019, has or has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction which has or would materially affect the Company or any of its subsidiaries.

OTHER BUSINESS

The Directors are not aware of any matters intended to come before the Meeting other than those items of business set forth in the Notice of Meeting accompanying this Information Circular. If any other matters properly come before the Meeting, it is the intention of the persons named in the Form of Proxy to vote in respect of those matters in accordance with their judgment.

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ADDITIONAL INFORMATION

Financial information is provided in the Company’s comparative financial statements and the Company’s MD&A for the year ended December 31, 2019. Copies of the Meeting Materials, including the Company’s financial statements for the year ended December 31, 2019, together with the auditors’ report thereon, the MD&A, the AIF and this Information Circular, are available upon written request to the Company (at Docebo Inc., 366 Adelaide St W, Toronto, Ontario, M5V 1R7, Attention: Ian Kidson, Chief Financial Officer). The Company may require payment of a reasonable charge if the request is made by a person who is not a Shareholder. These documents and additional information relating to the Company may also be found on the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.docebo.com.

APPROVAL OF DIRECTORS

The Circular has been sent to each member of the Board, each shareholder entitled to notice of the Meeting in the manner described in this Information Circular and to PWC, as the Company’s auditor. The contents and the sending of this Information Circular to the Shareholders have been approved by the Board of Directors.


				BY ORDER OF THE BOARD OF DIRECTORS

Dated: June 4, 2020				“Jason Chapnik”

				Chair of the Board of Directors Docebo Inc.

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SCHEDULE A

CHARTER OF THE BOARD OF DIRECTORS

See attached.

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LOGO

CHARTER OF THE BOARD OF DIRECTORS

1.	Purpose

The purpose of this Charter is to set out the mandate and responsibilities of the board of directors (the “Board”) of Docebo Inc. (the “Company”). By approving this Charter, the Board confirms its responsibility for the stewardship of the Company and its affairs. This stewardship function includes responsibility for the matters set out in this Charter. The responsibilities of the Board described herein are pursuant to, and subject to, the provisions of applicable statutes and the constating documents of the Company and do not impose any additional responsibilities or liabilities on the directors at law or otherwise.

2.	Composition

The Board shall be constituted with a majority of individuals who qualify as “independent” as defined in National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), provided, however, that if at any time a majority of the directors are not independent because of the death, resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of any director who was an independent director within the meaning of NI 58-101, this requirement shall not be applicable for a period of 60 days thereafter, during which time the remaining directors shall appoint a sufficient number of directors who qualify as “independent” to comply with this requirement.

Pursuant to NI 58-101, an independent director is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with a director’s independent judgment.

3.	Responsibilities of the Board of directors

The Board is responsible for the stewardship and oversight of the Company and in that regard shall be specifically responsible for:

(a)

participating in the development of and approving a strategic plan for the Company;

(b)

supervising the activities and managing the investments and affairs of the Company;

(c)

approving major decisions regarding the Company;

(d)

defining the roles and responsibilities of management;

(e)

reviewing and approving the business and investment objectives to be met by management;

(f)

assessing the performance of and overseeing management;

(g)

issuing securities of the Company for such consideration as the Board may deem appropriate, subject to applicable law;

(h)

reviewing the Company’s debt strategy;

(i)

identifying and managing risk exposure;

(j)

ensuring the integrity and adequacy of the Company’s internal controls and management information systems;

(k)

succession planning;

(l)

establishing committees of the Board, where required or prudent, and defining their mandate;

(m)

establishing and maintaining procedures and policies to ascertain director independence;

(n)

maintaining records and providing reports to shareholders;

(o)

ensuring effective and adequate communication with shareholders, other stakeholders and the public; and

(p)

determining the amount and timing of dividends to shareholders, if any.

It is recognized that every director in exercising powers and discharging duties must act honestly and in good faith with a view to the best interest of the Company. Directors must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In this regard, they will comply with their duties of honesty, loyalty, care, diligence, skill and prudence.

In addition, directors are expected to carry out their duties in accordance with policies and regulations adopted by the Board from time to time.

It is expected that management will co-operate in all ways to facilitate compliance by the Board with its legal duties by causing the Company and its subsidiaries to take such actions as may be necessary in that regard and by promptly reporting any data or information to the Board that may affect such compliance.

4.	Expectations of Directors

The Board has developed a number of specific expectations of directors to promote the discharge by the directors of their responsibilities and to promote the proper conduct of the Board.

(a)

Commitment and Attendance. All directors are expected to maintain a high attendance record at meetings of the Board and the committees of which they are members. Attendance by telephone or video conference may be used to facilitate a director’s attendance.

(b)

Preparation for Meetings. All directors are expected to review the materials circulated in advance of meetings of the Board and its committees and should arrive prepared to discuss the issues presented. Directors are encouraged to contact the Chair of the Board (the “Chair”), the Chief Executive Officer and any other appropriate executive officer(s) of the Company to ask questions and discuss agenda items prior to meetings.

(c)

Participation in Meetings. Each director is expected to be sufficiently knowledgeable of the business of the Company, including its financial statements, and the risks it faces, to ensure active and effective, and candid and forthright participation in the deliberations of the Board and of each committee on which he or she serves.

(d)

Loyalty and Ethics. In their roles as directors, all members of the Board owe a duty of loyalty to the Company. This duty of loyalty mandates that the best interests of the Company take precedence over any other interest possessed by a director. Directors are expected to conduct themselves in accordance with the Company’s Code of Business Conduct and Ethics.

(e)

Other Board Memberships and Significant Activities. The Company values the experience directors bring from other boards on which they serve and other activities in which they participate, but recognizes that those boards and activities also may present demands on a director’s time and availability and may present conflicts or legal issues, including independence issues. Each member of the Board should, when considering membership on another board or committee, make every effort to ensure that such membership will not impair the member’s time and availability for his or her commitment to the Company. Directors should advise the Chair and the Chief Executive Officer before accepting membership on other public company boards or any audit committee or other significant committee assignment on any other board, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the member’s relationship to the Company.

(f)

Personal Conduct. Directors are expected to: (i) exhibit high standards of personal integrity, honesty and loyalty to the Company; (ii) project a positive image of the Company to news media, the financial community, governments and their agencies, shareholders and employees; (iii) be willing to contribute extra efforts, from time to time, as may be necessary including, among other things, being willing to serve on committees of the Board; and (iv) disclose any potential conflict of interest that may arise with the affairs or business of the Company and, generally, avoid entering into situations where such conflicts could arise or could reasonably be perceived to arise.

(g)

Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each member of the Board will maintain the confidentiality of information received in connection with his or her service as a director.

5.	Meetings

The Board will meet not less than four times per year: three meetings to review quarterly results and one meeting prior to the issuance of the annual financial results of the Company. The Board shall meet periodically without management present to ensure that the Board functions independently of management. At each Board meeting, unless otherwise determined by the Board, an in-camera meeting of independent directors will take place, which session will be chaired by the Chair of the Board. In discharging its mandate, the Board and any committee of the Board will have the authority to retain and receive advice from outside financial, legal or other advisors (at the cost of the Company) as the Board or any such committee determines to be necessary to permit it to carry out its duties.

The Board appreciates having certain members of senior management attend each Board meeting to provide information and opinion to assist the directors in their deliberations. Management attendees who are not Board members will be excused for any agenda items which are reserved for discussion among directors only.

6.	Board Meeting Agendas and Information

The Chair, in consultation with management, will develop the agenda for each Board meeting. Agendas will be distributed to the directors before each meeting, and all directors shall be free to suggest additions to the agenda in advance of the meeting.

Whenever practicable, information and reports pertaining to Board meeting agenda items will be circulated to the directors in advance of the meeting. Reports may be presented during the meeting by members of the Board, management and/or staff, or by invited outside advisors. It is recognized that under some circumstances, due to the confidential nature of matters to be discussed at a meeting, it will not be prudent or appropriate to distribute written materials in advance.

7.	Measures for Receiving Shareholder Feedback

All publicly disseminated materials of the Company shall provide for a mechanism for feedback of shareholders.

8.	Telephone Board Meetings

A director may participate in a meeting of the directors or in a committee meeting by means of telephone, electronic or such other communications facilities as permit all persons participating in the meeting to communicate with each other and a director participating in such a meeting by such means is deemed to be present at the meeting.

While it is the intent of the Board to follow an agreed meeting schedule as closely as possible, it is felt that, from time to time, with respect to time sensitive matters telephone board meetings may be required to be called in order for directors to be in a position to better fulfill their legal obligations. Alternatively, management may request the directors to approve certain matters by unanimous written consent.

9.	Expectations of and Access to Management

Management shall be required to report to the Board at the request of the Board on the performance of the Company, new and proposed initiatives, the Company’s business and investments, management concerns and any other matter

the Board or its Chair may deem appropriate. In addition, the Board expects management to promptly report to the Chair any significant developments, changes, transactions or proposals respecting the Company or its subsidiaries. All members of the Board should be free to contact management at any time to discuss any aspect of the Company’s business. Directors should use their judgement to ensure that any such contact is not disruptive to the operations of the Company. The Board expects that there will be frequent opportunities for members of the Board to meet with management in meetings of the Board and committees, or in other formal or informal settings.

10.

Access to Outside Advisors.

The Board may, in its sole discretion, retain and obtain the advice and assistance of such advisors as it deems necessary to fulfil its duties and responsibilities under this Charter. The Board may set the compensation and oversee the work of such advisors to be paid by the Company.

11.

Communications Policy

The Board shall approve the content of the Company’s major communications to shareholders and the investing public including any annual report, management information circular, annual information form and any prospectuses which may be issued. The Audit Committee shall review and recommend to the Board the approval of the quarterly and annual financial statements (including the management discussion and analysis) and press releases relating to financial matters. The Board also has responsibility for monitoring all of the Company’s external communications. However, the Board believes that it is generally the function of management to speak for the Company in its communications with the investment community, the media, customers, suppliers, employees, governments and the general public. The Board will appoint an independent, non-executive director to be available to shareholders with concerns should communications with management fail to resolve the issue or such contact is inappropriate.

The Board shall have responsibility for reviewing the Company’s policies and practices with respect to disclosure of financial and other information including insider reporting and trading. The Board shall approve and monitor the disclosure policies designed to assist the Company in meeting its objective of providing timely, consistent and credible dissemination of information, consistent with disclosure requirements under applicable securities law. The Board shall review the Company’s policies relating to communication and disclosure on an annual basis.

12.

Internal Control and Management Information Systems

The Board has responsibility for the integrity of the Company’s internal control and management information systems. All material matters relating to the Company and its business require the prior approval of the Board, subject to the Board’s ability to delegate such matters to, among others, the Company’s Audit Committee, Investment Committee, Compensation, Governance and Nominating Committee, Disclosure Committee and management. Management is authorized to act, without Board approval, on all ordinary course matters relating to the Company’s business subject to any management authority guidelines adopted by the Board.

The Audit Committee has responsibility for ensuring internal controls are appropriately designed, implemented and monitored and for ensuring that management’s financial reporting is complete and accurate, even though management may be charged with developing and implementing the necessary procedures.

13.

Delegation of Powers

The directors may establish one or more committees and may delegate to such committees any of the powers of the Board. The directors may also delegate powers to manage the business and affairs of the Company to such of the officers of the Company as they, in their sole and absolute discretion, may deem necessary or desirable to appoint, and define the scope of and manner in which such powers will be exercised by such persons as they may deem appropriate.

The Board retains responsibility for oversight of any matters delegated to any director(s) or any committee of the Board, to management or to other persons.

14.

Board Effectiveness

The Board shall review and, if determined appropriate, approve the recommendations of the applicable committee of the Board, if any, concerning formal position descriptions for the Chair, and for each committee of the Board, and for the Chief Executive Officer, provided that in approving a position description for the Chief Executive Officer, the Board shall consider the input of the Chief Executive Officer and shall develop and approve corporate goals and objectives that the Chief Executive Officer is responsible for meeting (which may include goals and objectives relevant to the Chief Executive Officer’s compensation, as recommended by the applicable committee of the Board, if any).

The Board shall review and, if determined appropriate, adopt a process recommended by the applicable committee of the Board, if any, for reviewing the performance and effectiveness of the Board as a whole, the committees of the Board and the contributions of individual directors on an annual basis.

15.

Education and Training

The Board will provide newly elected directors with an orientation program to educate them on the Company, their roles and responsibilities on the Board or Committees, as well as the Company’s internal controls, financial reporting and accounting practices. In addition, directors will, from time to time, as required, receive: (a) training to increase their skills and abilities, as it relates to their duties and their responsibilities on the Board; and (b) continuing education about the Company to maintain a current understanding of the Company’s business, including its operations, internal controls, financial reporting and accounting practices.

16.

No Rights Created

This Charter is a broad policy statement and is attended to be part of the Board’s flexible governance framework. While this Charter should comply with all applicable law and the Company’s constating documents, this Charter does not create any legally binding obligations on the Board, any Committee, any director or the Company.

SCHEDULE B

ESPP

See attached.

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LOGO

DOCEBO INC.

GLOBAL EMPLOYEE SHARE PURCHASE PLAN

May 11, 2020

TABLE OF CONTENTS



SECTION 1 PURPOSE			1

SECTION 2 CERTAIN DEFINITIONS			1

SECTION 3 ELECTION TO PARTICIPATE			7

SECTION 4 PAYROLL DEDUCTIONS AND SHARE PURCHASE ACCOUNT			8

SECTION 5 PURCHASE OF SHARES			9

SECTION 6 WITHHOLDING TAXES			10

SECTION 7 SHARE PURCHASE ACCOUNT BALANCE			10

SECTION 8 ENDING PARTICIPATION IN THE PLAN			10

SECTION 9 TRANSFERABILITY AND HOLDING PERIOD			11

SECTION 10 SHARE CERTIFICATES; RIGHTS AS A SHAREHOLDER			12

SECTION 11 EFFECTIVE DATE AND AMENDMENT OR TERMINATION OF PLAN			13

SECTION 12 PLAN ADMINISTRATION			15

SECTION 13 SHARE DIVIDEND OR RECLASSIFICATION OR CHANGE IN CONTROL			16

SECTION 14 SHARES TO BE SOLD			16

SECTION 15 LIMITATION OF RIGHTS OF THE ELIGIBLE EMPLOYEES			16

SECTION 16 CALIFORNIA ELIGIBLE EMPLOYEES			17

SECTION 17 MISCELLANEOUS			18

(i)

DOCEBO INC.

GLOBAL EMPLOYEE STOCK PURCHASE PLAN

SECTION 1

PURPOSE

1.1

This Plan is designed to encourage employee share ownership in the Shares by providing Eligible Employees with an opportunity to purchase shares of the Company’s common shares through voluntary payroll deductions. It is the purpose of this Plan to: (a) foster ownership interest among employees, thus aligning the interests of employees with the interests of shareholders; (b) reward participants of this Plan on the success of the Company; and (c) improve the Company’s ability to retain a skilled workforce; thus aligning the interests of employees with the interests of shareholders.

1.2

The Company intends for this Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan” for the purposes of Section 423 of the Code (the “Code Section 423 Component”), and a component that is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “Non- Code Section 423 Component”). The provisions of the Code Section 423 Component shall be construed so as to extend and limit participation in a uniform and non- discriminatory basis consistent with the requirements of Section 423 of the Code. A right to purchase Shares under the Non-Code Section 423 Component may be effectuated via separate offerings under one or more sub-plans established by the Plan Administrator under Section 12.02 of the Plan for Employees of a Designated Affiliate (as defined below). It is anticipated that in most cases such Affiliates will be located in countries outside of the United States, thus facilitating tax, employment, securities law or other purposes and objectives, and to conform the terms of the sub-plans with the laws and requirements of such countries. Except as otherwise provided herein or in the applicable sub-plan, the Non- Code Section 423 Component of the Plan shall be operated and administered in the same manner as the Code Section 423 Component. The effective date of this Plan shall be May 11, 2020 (the “Effective Date”).

1.3

This Plan is intended to provide Shares for investment and not for resale. The Company does not, however, intend to restrict or influence the conduct of any Participant. A Participant therefore, may sell Shares that are purchased under this Plan at any time, subject to the terms of this Plan and compliance with all applicable federal, provincial or state tax and securities laws. THE PARTICIPANT ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE SHARES.

SECTION 2

CERTAIN DEFINITIONS

2.1	In this Plan, unless the context otherwise requires:

(a)

“423 Component Eligible Employee” means, with respect to an Offering, all employees of a Designated Subsidiary (including officers and directors who are also employees of the Designated Subsidiary) whose regularly scheduled work week consists of at least twenty (20) hours and who have completed three (3)

consecutive months of employment with the Designated Subsidiary as of the Offering Date, provided that the commencement of an approved leave of absence shall not be deemed to terminate an employee’s continuous employment. For greater clarity, 423 Component Eligible Employees do not include (i) a seasonal or temporary employee, to the extent not customarily employed for more than five months in a calendar year, or (ii) an individual performing services for the Designated Subsidiary as an independent contractor or as an employee of another company. Notwithstanding any provision of the Code Section 423 Component, the Plan Administrator may determine, in its sole discretion and prior to the Offering Date, that citizens or residents of a foreign jurisdiction outside of the United States shall not be 423 Component Eligible Employees if, as of the Offering Date, the grant of purchase rights under the Code Section 423 Component to citizens or residents of the foreign jurisdiction is prohibited under the laws of such foreign jurisdiction, or compliance with the laws of such foreign jurisdiction would cause the Offering to violate the requirements of Code Section 423.

(b)

“Affiliate” means any entity that is an “affiliate” for the purposes of National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators, as amended from time to time;

(c)

“Blackout Period” means a blackout period contemplated in the Company’s Insider Trading Policy;

(d)

“Board” means the Company’s Board of Directors of the Company, or where applicable and as permitted or authorized by the Board of Directors of the Company, any committee of the Board of Directors authorized to oversee and make decisions relating to the Plan;

(e)

“Business Day” means a day on which banks are open for business in Toronto, Ontario but does not include a Saturday, Sunday or holiday in the Province of Ontario;

(f)

“California Eligible Employee” means an Eligible Employee that is a resident of the State of California, United States;

(g)

“Change in Control” means the occurrence of any one or more of the following events:

(i)

any transaction at any time and by whatever means pursuant to which any Person or any group of two (2) or more Persons acting jointly or in concert (other than the Company, a subsidiary of the Company or Intercap Equity Inc. and its Affiliates) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (Ontario)) of, or acquires the right to exercise Control or direction over, securities of the Company representing more than 50% of the then issued and outstanding voting securities of the Company, including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation of the Company

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with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;

(ii)

the sale, assignment or other transfer of all or substantially all of the consolidated assets of the Company to a Person other than a subsidiary of the Company or Intercap Equity Inc. and its Affiliates;

(iii)

the dissolution or liquidation of the Company, other than in connection with the distribution of assets of the Company to one (1) or more Persons which were Affiliates of the Company prior to such event or to Intercap Equity Inc. and its Affiliates;

(iv)

the occurrence of a transaction requiring approval of the Company’s shareholders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any other Person (other than a short form amalgamation or exchange of securities with a subsidiary of the Company or transaction with Intercap Equity Inc. and its Affiliates); or

(v)

individuals who comprise the Board as of the date hereof (the “Incumbent Board”) for any reason cease to constitute at least a majority of the members of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board or Intercap Equity Inc. and its Affiliates, and in that case such new director shall be considered as a member of the Incumbent Board;

(vi)

provided that, notwithstanding clause (i), (ii), (iii) and (iv) above, a Change in Control shall be deemed not to have occurred if immediately following the transaction set forth in clause (i), (ii), (iii) or (iv) above: (A) the holders of securities of the Company that immediately prior to the consummation of such transaction represented more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors of the Company hold (x) securities of the entity resulting from such transaction (including, for greater certainty, the Person succeeding to assets of the Company in a transaction contemplated in clause (b) above) (the “Surviving Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“voting power”) of the Surviving Entity, or (y) if applicable, securities of the entity that directly or indirectly has beneficial ownership of 100% of the securities eligible to elect directors or trustees of the Surviving Entity (the “Parent Entity”) that represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees of the Parent Entity, and (B) no Person or group of two or more Persons, acting jointly or in concert, is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) (any such transaction which satisfies all of the criteria

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specified in clauses (A) and (B) above being referred to as a “Non- Qualifying Transaction” and, following the Non-Qualifying Transaction, references in this definition of “Change in Control” to the “Company” shall mean and refer to the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and, if such entity is a company or a trust, references to the “Board” shall mean and refer to the board of directors or trustees, as applicable, of such entity);

(h)

“Code” means the Internal Revenue Code of 1986, as amended;

(i)

“Code Section 423 Component” has the meaning set forth in Section 1.02;

(j)

“Company” means Docebo Inc., a company organized under the law of the Province of Ontario;

(k)

“Control” means the relationship whereby a Person is considered to be “controlled” by a Person if:

(i)

when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person, directly or indirectly, of voting securities or other interests in such corporation entitling the holder to exercise control and direction in fact over the activities of such corporation;

(ii)

when applied to the relationship between a Person and a partnership, limited partnership, trust or joint venture, means the contractual right to direct the affairs of the partnership, limited partnership, trust or joint venture; and

(iii)

when applied in relation to a trust, the beneficial ownership at the relevant time of more than 50% of the property settled under the trust;

(l)

“Designated Affiliate” means any Affiliate that has been designated by the Plan Administrator from time to time in its sole discretion as eligible to participate in the Non-Code Section 423 Component.

(m)

“Designated Subsidiary” means a subsidiary of the Company (as defined in Code Section 424(f)) that has been designated by the Plan Administrator from time to time in its sole discretion as eligible to participate in the Code Section 423 Component.

(n)

“Eligible Compensation” shall mean all regular base wage and salary payments paid by the Company to a Participant in accordance with the terms of his or her employment, excluding all overtime earnings, bonus, commissions, and other incentive payments and awards, and all other forms of extra compensation, all prior to any Source Deductions, provided that the Plan Administrator may determine, and communicate to Eligible Employees prior to an Offering, that such overtime, bonuses, commissions, other incentive awards and other forms of award compensation will be included in Eligible Compensation for such Offering;

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(o)

“Eligible Employee” means an employee who is either a 423 Component Eligible Employee or a Non-423 Component Eligible Employee.

(p)

“Employee Contribution” means funds contributed by a Participant solely by way of payroll deduction for the purpose of purchased Shares pursuant to this Plan;

(q)

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

(r)

“Excluded Affiliate” means (i) an Affiliate of the Company that has been designated by the Plan Administrator as excluded from participation in the Plan, and (ii) each Affiliate that (A) was neither a Designated Affiliate nor a Designated Subsidiary prior to the Effective Date and (B) has not been designated by the Plan Administrator after the Effective Date as a Designated Affiliate or a Designated Subsidiary.

(s)

“Fair Market Value” of the Shares as of any day means (i) the closing price (rounded to the next highest cent in the case of fractions of a cent) of the Shares on the Toronto Stock Exchange or any other stock market or exchange upon which the Shares are quoted or listed and where the majority of the Shares are traded (the “Market”), as reported on such day, or if such day is not a trade day, on the immediately preceding trading day on which the Shares traded on the Market; or (ii) or if for any reason no such price is available, in such other manner as the Plan Administrator may in good faith deem appropriate to reflect the then fair market value thereof;

(t)

“Insider” means any “reporting insider”, as such term is defined in National Instrument 55-104 - Insider Reporting Requirements and Exemptions, of the Company;

(u)

“Insider Trading Policy” means the Docebo Inc. Insider Trading Policy dated October 8, 2019, as the same may be amended or amended and restated from time to time;

(v)

“Non-423 Component Eligible Employee” means unless otherwise determined by the Board or Plan Administrator in its sole discretion prior to an Offering, all employees, including both part-time and full-time employees, of a Designated Affiliate (including officers and directors who are also employees of such Designated Affiliate) whose regularly scheduled work week consists of at least twenty (20) hours and who have completed three (3) consecutive months of employment with the Company or the Designed Affiliate as of the Offering Date, provided that the commencement of an approved leave of absence shall not be deemed to terminate an employee’s continuous employment. For greater clarity, Eligible Employees do not include (i) a seasonal or temporary employee, to the extent not customarily employed for more than five months in a calendar year, or (ii) an individual performing services for the Company or any Designated Affiliate as an independent contractor or as an employee of another company;

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(w)

“Non-Code Section 423 Component” has the meaning set forth in Section 1.02;

(x)

“Offering” means the grant of rights to purchase Shares under the Plan to Eligible Employees. The terms of each Offering need not be identical; provided however that the rights and privileges established with respect to an Offering under the Code Section 423 Component will apply in an identical manner to all 423 Component Eligible Employees that are granted rights to purchase Shares under the Offering;

(y)

“Offering Date” means the first Business Day of each Offering Period;

(z)

“Offering Periods” shall be the six-month period commencing on January 15 and July 15 of each year during which Eligible Employees may commit to the purchase of Shares hereunder;

(aa)

“Participant” means a 423 Component Eligible Employee or a Non-423 Component Eligible Employee, who has elected to participate in the manner set forth in the Plan;

(bb)

“Person” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

(cc)

“Plan” means this Global Employee Share Purchase Plan of the Company set out herein, as the same may be amended from time to time;

(dd)

“Plan Administrator” means the Board, or if the administration of this Plan has been delegated by the Board to a committee of the Board, such committee;

(ee)

”Purchase Date” means the last Business Day of each Offering Period;

(ff)

“Purchase Price” has the meaning set forth in Section 5.02;

(gg)

“Security Based Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to directors, officers, employees and/or service providers of the Company or any Subsidiary of the Company, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise;

(hh)

”Share” means a common share in the capital of the Company as constituted on the Effective Date or any share or shares issued in replacement of such common share in compliance with Canadian law or other applicable law;

(ii)

“Share Entitlement” means the calculation of the number of Shares to be issued each Offering Period pursuant to the terms of this Plan;

(jj)

”Share Purchase Account” means a current bookkeeping record maintained by the Company of cumulative payroll deductions made from the Eligible

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Compensation of each Participant in the Plan as reduced by amounts applied toward the purchase of Shares under the Plan;

(kk)

“Source Deductions” means amounts deductible by an employer from Source Deductions with respect to income taxes, Canada Pension Plan contributions, or amounts payable as contributions to any health or benefit plan, or such other applicable statutory deductions that may from time to time be applicable;

(ll)

”Tax Act” means the /ncome Tax Act (Canada); and

(mm)

“UK Employment Taxes” means any income tax and primary class 1 (employee) national insurance contributions for which the Company or any subsidiary of the Company is or may be liable to account (or reasonably believes it is or may be liable to account) and secondary class 1 (employer) national insurance contributions that can be lawfully recovered from an Eligible Employee.

SECTION 3

ELECTION TO PARTICIPATE

3.1

An Eligible Employee may elect to participate in the Plan by completing the form prescribed by the Plan Administrator to authorize regular payroll deduction from the employee’s Eligible Compensation, beginning with the first payroll period ending after an Offering Date, provided such authorization is received by the Company’s Human Resources Department in such time in advance of such Offering Date as may be prescribed by the Plan Administrator. Payroll deductions shall continue until the Eligible Employee decreases his or her payroll deduction rate to zero percent (0%), withdraws from the Plan, or ceases to be eligible to participate in the Plan in accordance with the terms set out herein.

3.2	Notwithstanding the provisions of Section 3.01, no 423 Component Eligible Employee shall be granted any right to purchase Shares hereunder to the extent that:

(i)

such 423 Component Eligible Employee, immediately after such a right to purchase is granted, would own, directly or indirectly, within the meaning of Section 423(b)(3) and Section 424(d) of the Code, Shares possessing five percent (5%) or more of the total combined voting power or value of all the classes of the capital stock of the Company or of and parent, as defined in Section 424(e) of the Code, or any subsidiary, of the Company as defined in Section 424(f) of the Code, and for greater certainty, any Non-423 Component Eligible Employee is not prohibited from being granted any right to purchase Shares if after such a right to purchase is granted, such Non-Code 423 Component Eligible Employee would own, directly or indirectly, Shares possessing five percent (5%) or more of the total combined voting power or value of all the classes of the capital stock of the Company or of and parent or any subsidiary of the Company; or

(ii)

such 423 Component Eligible Employee’s rights to purchase Shares under all “employee stock purchase plans” (within the meaning of Section 423 of the Code) of the Company and its subsidiaries (as defined in Code Section

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424(f)) accrues at a rate that exceeds US$25,000 worth of shares (determined at the Fair Market Value of the Shares at the time such rights are granted, i.e. the Offering Date) for each calendar year during which the rights to purchase such Shares are outstanding at any time.

3.3	In addition to any other restrictions set forth herein, in accordance with the Insider Trading Policy, no enrollment, changes or dispositions of Shares may be initiated during a Blackout Period by any Insiders.

3.4

Employees of an Excluded Affiliate shall not be eligible to participate in the Plan unless and until (i) they transfer employment to a Designated Subsidiary or a Designated Affiliate, or (ii) the Plan Administrator re-designates the Excluded Affiliate as either a Designated Affiliate or a Designated Subsidiary. In any such event, the period during which an employee was employed by the Excluded Affiliate shall be counted toward satisfaction of the three (3) consecutive months of employment required for the employee to be eligible under Section 2.01(a) or Section 2.01(v), as applicable, to participate in the Plan following such transfer or re-designation.

SECTION 4

PAYROLL DEDUCTIONS AND SHARE PURCHASE ACCOUNT

4.1

A Participant may elect payroll deductions of any multiple of one percent (1%) and not less than one percent (1%) nor more than fifteen percent (15%) of his or her Eligible Compensation. Payroll deductions of a Participant’s Eligible Compensation will occur on a bi-monthly basis. A Participant may, at any time, increase or decrease the percentage of his or her payroll deduction within the foregoing limitations, and decrease his or her payroll deductions to zero percent (0%), as described in Section 8.01, by filing such form(s) as may be prescribed by the Plan Administrator indicating the change, such change to become effective with the first payroll period commencing on or after the receipt of the form(s) by the Company’s Human Resources Department, provided that such form(s) are received by the Company’s Human Resources Department in such time in advance of such payroll period as may be prescribed by the Plan Administrator.

4.2	For purposes of the Code Section 423 Component, the date of grant of rights to purchase Shares under an Offering is the Offering Date.

4.3	Employee Contributions are held for the account of the individual Participants and shall be credited currently to the Participant’s Share Purchase Account. A Participant may not make any separate cash payment into his or her Share Purchase Account.

4.4	No interest will be paid upon any Employee Contributions or upon any amount credited to, or on deposit in, an employee’s Share Purchase Account.

4.5

The Plan Administrator may establish procedures under which, if it is determined that a Participant’s payroll deductions are likely to result in a balance in the Participant’s Share Purchase Account that will fund a purchase of Shares in excess of the limits in Section 3.02(i) or Section 5.01, the Participant’s Employee Contributions to the Plan may be decreased, including to zero percent (0%), at any time during an Offering Period; any

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amounts in the Participant’s Share Purchase Account that may not be applied to purchase Shares due to application of these limits will be distributed to the Participant; such Participant’s elected payroll deductions will be reinstated in the next Offering Period in which the Plan Administrator determines the share purchases funded by such deductions will not exceed the applicable limits.

SECTION 5

PURCHASE OF SHARES

5.1	On each Purchase Date, the Company will be responsible for calculating each Participant’s Share Entitlement.

5.2	The per-Share purchase price of Shares purchased shall be eighty-five percent (85%) of the Fair Market Value of a Share on the Purchase Date of such Offering Period, rounded up to the next higher full cent (the “Purchase Price”).

5.3	The total number of Shares available for issue in any Offering Period is calculated as the lesser of:

(i)

the aggregate Share Entitlement set by the Plan Administrator for the Offering Period;

(ii)

the sum of all Employee Contributions for the Offering Period divided by the Purchase Price; and

(iii)

the remaining number of Shares available for issue under this Plan.

5.4	The Share Entitlement for each Participant for the Offering Period is calculated as the lesser of:

(i)

the number of Shares obtained by dividing the Participant’s Employee Contributions by the Purchase Price, rounded down to the nearest Share; and

(ii)

the pro-rated Share Entitlement calculated as the Participant’s Employee Contributions for the Offering Period, divided by the aggregate of all Employee Contributions for the Offering Period, and multiplied by the aggregate number of shares calculated in Section 5.03, rounded down to the nearest Share.

Notwithstanding the foregoing, the maximum number of Shares that may be purchased by a Participant under the Code Section 423 Component on the Purchase Date for an Offering Period is 570,000 Shares, or such other number of Shares specified by the Plan Administrator as of the Offering Date.

5.5

The Company will determine at the end of each Offering Period the Share Entitlement for each Participant. All purchases will be made in Canadian dollars and all contributions in (a) Euros shall be converted into Canadian dollars using the Banca D’ltalia daily exchange rate for Euros to Canadian dollars and (b) a currency other than Canadian dollars or Euros

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will be converted into Canadian dollars at an exchange rate determined by the Company, acting reasonably.

5.6	Notwithstanding any other provision of this Plan, no Shares shall be issued to or on behalf of a Participant under the Plan if such issuance could result, at any time, in the number of Shares:

(a)

issuable to Insiders pursuant to this Plan and any other Security Based Compensation Arrangement of the Company exceeding, at any time, 10% of the issued and outstanding Shares; and

(b)

issued to Insiders pursuant to this Plan and any other Security Based Compensation Arrangement of the Company exceeding, within any one-year period, 10% of the issued and outstanding Shares.

SECTION 6

WITHHOLDING TAXES

6.01

Notwithstanding any other terms of this Plan, the purchase of Shares under this Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities, including Source Deductions and UK Employment Taxes, is necessary or desirable in respect of such purchase, such action is not effective unless such withholding or the satisfaction of UK Employment Taxes, has been effected to the satisfaction of the Plan Administrator. In such circumstances, subject to any requirements or limitations under applicable law, the Company or any Participating Subsidiary may (a) withhold such amount from any Eligible Compensation or other amount payable by the Company or any Participating Subsidiary to the Participant, or (b) enter into any other suitable arrangements for the receipt of such amount before the date such remittance is required. If required to do so by the Company or a subsidiary of the Company, an Eligible Employee shall enter into a joint election under section 431(1) or 431(2) of the Income Tax (Earnings and Pensions) Act 2003 in respect of the Shares acquired under this Plan.

SECTION 7

SHARE PURCHASE ACCOUNT BALANCE

7.01

Subject to Section 8 of the Plan, any funds remaining in a Participant’s Share Purchase Account after the purchase of Shares on a Purchase Date, which funds must be less than the Purchase Price on the Purchase Date, shall remain in his or her Share Purchase Account and be applied toward the purchase of Shares on the next Purchase Date, unless the Participant withdraws from the Plan, in which case, any such funds shall be distributed to the Participant within thirty (30) days.

SECTION 8

ENDING PARTICIPATION IN THE PLAN

8.1	Subject to Section 3.03, a Participant may, at any time, change his or her Eligible Compensation payroll deduction percentage to zero percent (0%) by filing such forms as

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may be prescribed by the Company’s Human Resources Department indicating the change. At the end of an Offering Period, if a Participant’s payroll deduction of Eligible Compensation is zero percent (0%) and the Participant’s Share Purchase Account balance is an amount less than the Purchase Price on the Purchase Date, such balance shall be distributed to him or her in the next payroll period. An Eligible Employee who has reduced his or her payroll deductions to zero percent (0%), but has not requested a withdrawal of previous deductions, may elect to increase his or her deductions at any time, as described in Section 4.01.

8.2

Subject to Section 3.03, a Participant may, at any time, by completing the paper or online form(s) prescribed by the Company’s Human Resources Department, withdraw from the Plan and cease making any further Employee Contributions. In such event, the Company shall distribute, within thirty (30) days, the entire balance, if any, in the Participants’ Share Purchase Account. An Eligible Employee who has withdrawn from the Plan may elect to re-enroll in the Plan, as described in Section 3.01.

8.3

Participation in the Plan shall cease upon the date of a Participant’s termination of employment, death, transfer to status other than an Eligible Employee, transfer to an Excluded Affiliate or a change in the designation of a Participant’s employer to an Excluded Affiliate, and any Employee Contributions shall be distributed within thirty (30) days to the former Participant or to his or her estate. The commencement of an approved leave of absence shall not be deemed a termination of employment for purposes of this Section 8.03; rather, a leave of absence shall be deemed to result in a termination of employment for purposes of this Section 8.03 on the later of (i) the date that three (3) months after the Participant’s commencement of an approved leave of absence, and (ii) the earlier of the date that the Participant’s approved leave of absence ends and the date the Participant no longer has a statutory or contractual right to re-employment.

SECTION 9

TRANSFERABILITY AND HOLDING PERIOD

9.1

Share purchase benefits granted hereunder may not be assigned, transferred, pledged or hypothecated (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition or levy of attachment or similar process upon the stock purchase benefits shall be null and void and without effect.

9.2	The Employee Contributions may not be assigned, transferred, pledged or hypothecated in any way, and any attempted assignment, transfer, pledge, hypothecation or other disposition of the Employee Contributions shall be null and void and without effect.

9.3

All Participants must not sell, transfer, assign, pledge or hypothecate any Shares purchased in connection with this Plan for a minimum of twelve (12) months following the Purchase Date (the “Holding Period”). The Plan Administrator may establish such rules and regulations as it determines to be necessary or appropriate for the administration of the Holding Period and from time to time, modify such Holding Period. Without limiting the generality of the authority herein, the Plan Administrator may require that the Shares issued under the Plan be restricted or bear a legend against transfer or by requiring periodic

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certifications by Participants concerning compliance with the Holding Period. Any change to the Holding Period shall be made effective on an Offering Date, and notice thereof shall be given to all Participants at least thirty (30) days prior to such Offering Date by such means as the Plan Administrator determines to be appropriate in the circumstances. The failure of a Participant to receive any such notice shall not affect the change of the Holding Period or any change thereto with respect to that or any other Participant.

9.4

Subject to the Plan Administrator’s discretion, the Holding Period shall continue unaffected in the event that (a) a Participant’s participation in the Plan ceases as a result of such Participant’s termination of employment, death, transfer to status other than an Eligible Employee, transfer to an Excluded Affiliate or a change in the designation of a Participant’s employer to an Excluded Affiliate and (b) the Plan is terminated in accordance with Section 11.02.

SECTION 10

SHARE CERTIFICATES; RIGHTS AS A SHAREHOLDER

10.1

Shares purchased under the Plan will be originally issued from treasury in uncertificated form (i) in the case of those Participants which are Non-423 Component Eligible Employees, the brokerage account designated by the Company and (ii) in the case of those Participants which are 423 Component Eligible Employees, directly in the form of Direct Registration Statements, in each case subject to the Plan Administrator’s sole discretion. Shares issued under the Plan may contain restrictions against transfer (including applicable legends to that effect) as provided in Section 9.03 or securities legislation or other applicable law.

10.2

The Company shall use all reasonable efforts to facilitate the operation of the Plan as contemplated and described in the Plan, but shall not be required to issue or deliver any Shares purchased unless such issuance and delivery comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act (Ontario), the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, applicable state securities laws and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

10.3

In addition to the requirement that shareholder approval be obtained as set out in Section 11.02, no Shares shall be issuable by the Company if at any time the Board determines that the listing or qualification of such Shares under any securities legislation or other applicable law, or the consent or approval of any governmental or other regulatory body (including any applicable stock exchange), is necessary as a condition of, or in connection with, the issuance of such Shares hereunder, and in such circumstance the Company shall not issue such Shares unless such listing, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Board.

10.4	Book-entries representing Shares purchased under the Plan shall be registered in the name of the Participant or jointly in the name of the Participant and another Person, as the Participant may direct.

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10.5	All Participants that are Insiders shall be responsible for completing and filing, in accordance with applicable securities laws, any insider reports that are required to be filed and completed in connection with the acquisition (or sale/disposition) of any Shares pursuant to this Plan.

10.6

A Participant shall not be entitled to any of the rights or privileges of a shareholder of the Company with respect to Shares offered for purchase under the Plan, including the right to vote or direct the voting or to receive any dividends that may be declared by the Company, until (i) the Participant actually has paid the Purchase Price for such Shares; (iii) upon satisfaction of any applicable withholding tax or withholding liabilities in accordance with Section 6.01; and (iii) such Shares have been issued and delivered as provided in this Section 10.

SECTION 11

EFFECTIVE DATE AND AMENDMENT OR TERMINATION OF PLAN

11.1	The Plan was adopted by the Board with an effective date of May 11, 2020 and was subsequently approved by the shareholders of the Company within twelve months after the date the Plan was adopted by the Board in compliance with Section 423 of the Code and applicable stock exchange rules.

11.2	The Plan Administrator may at any time terminate, amend or suspend the Plan, in whole or in part; subject to any regulatory or TSX approval that may be required and provided that the Plan may not be amended in any way that would:

(a)

cause rights issued under the Plan in respect of 423 Component Eligible Employees to fail to meet the requirements for employee Share purchase plans as defined in Section 423 of the Code or any successor thereto, including, without limitation, shareholder approval if required; or

(b)

deprive a Participant of any benefits that have accrued to the date of termination or which would cause or permit any Shares or Employee Contributions held pursuant to the Plan to revert to or become the property of the Company (other than pursuant to the existing termination provisions).

11.3	Without limiting the generality of the Section 11.02, the Plan Administrator may make any amendment without shareholder approval:

(a)

for the purpose of making formal, minor, administrative or technical modifications to any of the provisions of the Plan, including amendments of a “housekeeping” nature;

(b)

to correct any ambiguity, defective provision, error or omission in the provisions of this Plan;

(c)

to amend the holding, payment or withdrawal provisions of this Plan or any Shares, as applicable;

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(d)

to permit participation in the Plan by employees who are employed by Designated Affiliates and who are employed or reside outside the United States, Canada, the United Kingdom or Italy;

(e)

to achieve tax, securities law and other compliance objectives in particular jurisdictions, which may include (but with respect to the Code Section 423 Component, only to the extent permitted by Section 423 of the Code and regulations thereunder), granting options to Participants who are citizens or residents of a non-U.S. jurisdiction that are less favorable than the terms of purchase rights generally granted under the Plan to employees resident in the United States;

(f)

to change the length or frequency of the Offering Periods;

(g)

to change any of the termination provisions of this Plan;

(h)

required to give effect to, or address, any changes in tax laws, accounting policies, securities laws or other applicable laws or consistent with Section 12.01; or

(i)

that does not require shareholder approval under applicable laws or the rules of the TSX.

11.4	Notwithstanding the foregoing, shareholder approval shall be required for any amendment:

(a)

to increase the maximum number of Shares issuable under the Plan as specified in Section 14.01 except pursuant to the provisions under Section 13 that permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;

(b)

to remove or exceed the 10% limits on Shares issuable or issued to Insiders as described in Section 5.06;

(c)

to increase the discount reflected in the definition of Purchase Price;

(d)

to permit any interest in the Share purchase benefits or the Employee Contributions under this Plan to be transferable or assignable; and

(e)

to delete or reduce the range of amendments that require shareholder approval under this Section 11.04.

11.5

During any suspension of the Plan, no new Offering Period shall begin, no Eligible Employee shall be offered any opportunity to elect to participate in the Plan, and any existing payroll deductions elections shall be suspended, but any Share purchase rights granted for an Offering Period that began prior to the Plan suspension shall remain subject to the other provisions of this Plan.

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SECTION 12

PLAN ADMINISTRATION

12.1

In administering the Plan, it will be necessary to follow various laws and regulations. It may be necessary from time to time to change or waive requirements of the Plan to conform with law, to meet special circumstances not anticipated or covered in the Plan, or to carry on successful operations of the Plan. Therefore, the Plan Administrator shall have full power and authority to make variations in the provisions of the Plan for such purposes and to determine any questions which may arise regarding interpretation and application of the provisions of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is specifically authorized to adopt rules and procedures regarding payroll deductions, payment of interest, conversion of local currency, payroll tax, the definition of Eligible Compensation, withholding procedures and handling of book entries that vary with local requirements. The Plan Administrator may promulgate rules regarding the time and manner for submitting any required notice or form contemplated under the Plan, which may include a requirement that the notice be on file with the Company’s designated office for a reasonable period before it will be effective. Subject to the terms of the Plan and applicable law, the Plan Administrator may delegate ministerial duties associated with the administration of the Plan to such Company officers, employees or agents as the Plan Administrator may determine. The determination of the Plan Administrator as to the interpretation and operation of the Plan shall be final and conclusive.

12.2

Subject to applicable laws, rules or regulations or the requirements of any stock exchange upon which the Shares are listed, the Plan Administrator may, in its sole discretion, establish sub-plans under the Non-Code Section 423 Component of the Plan which do not satisfy the requirements of Section 423 of the Code for purposes of effectuating the participation of Eligible Employees of a Designated Affiliate. For purposes of the Non- Code Section 423 Component, the Plan Administrator may establish one or more sub-plans to: (a) amend or vary the terms of the Non-Code Section 423 Component of the Plan in order to conform such terms with the laws, rules and regulations of each country where such Eligible Employees of such Designated Affiliate may be located; (b) amend or vary the terms of the Non-Code Section 423 Component of the Plan in each country where such Eligible Employees of such Designated Affiliate may be located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social insurance contributions, or (c) amend or vary the terms of the Non-Code Section 423 Component of the Plan in each country where such Eligible Employees of such Designated Affiliate may be located as it considers necessary or desirable to meet the goals and objectives of the Non-Code Section 423 Component of the Plan. Each sub-plan established pursuant to this Section 12.02 shall be reflected in a written appendix to this Plan, and shall be treated as being separate and independent from the Code Section 423 Component of the Plan; provided that the total number of Shares authorized to be issued under the Plan shall include any Shares issued under both the Code Section 423 Component of the Plan and the Non-Code Section 423 Component of the Plan, including each subplan. To the extent permitted under applicable law, the Plan Administrator may delegate its authority and responsibilities under Section 12.02 to an appropriate sub-committee consisting of one or more officers of the Company.

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SECTION 13

SHARE DIVIDEND OR RECLASSIFICATION OR CHANGE IN CONTROL

13.1

Upon the payment of any dividend, or the occurrence of a stock split, reverse stock split, recapitalization, combination or reclassification by way of split-up in the number of Shares of the Company or other distribution of Shares without receipt of consideration by the Company, the Plan Administrator shall make such equitable adjustments as it deems appropriate to the total number of Shares authorized by Section 14.01 to be sold under the Plan, to the number of Shares subject to purchase under outstanding share purchase rights, and to the share purchase exercise price or prices applicable to outstanding purchase rights.

13.2

In the event of a Change in Control, appropriate adjustments shall be made to give effect thereto on an equitable basis in terms of issuance of shares of the Surviving Entity or successor resulting from the Change in Control. If such Surviving Entity or Parent Entity refuses to continue or assume outstanding purchase rights under the Plan, or issue substitute rights for such outstanding rights, then the Plan Administrator may, in its discretion, either terminate the Plan in accordance with Section 11.02 or shorten the Offering Period then in progress by setting a new Purchase Date for a specified date before the date of the consummation of the Change in Control. In the event of a change in the Purchase Date, each Participant shall be notified in writing, prior to any new Purchase Date, that the Purchase Date for the existing Offering Period has been changed to the new Purchase Date and that the Participant’s right to acquire Shares will be exercised automatically on the new Purchase Date unless prior to such date the Participant’s employment has been terminated or the Participant has withdrawn from the Plan. In the event of a dissolution or liquidation of the Company, any Offering Period then in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Board.

SECTION 14

SHARES TO BE SOLD

14.01

Subject to the terms of Section 13.01, the number of Shares authorized to be sold under the Plan shall not exceed 570,000 Shares. If the total number of Shares which may otherwise be sold on any Purchase Date, exceeds the maximum number of Shares authorized to be sold, the Company shall make a pro rata allocation of the Shares available for delivery and distribution in a uniform manner, to the extent practicable, and as it shall determine to be equitable, and the balance of payroll deductions credited to the Share Purchase Account of each Participant shall be returned to him or her as promptly as possible.

SECTION 15

LIMITATION OF RIGHTS OF THE ELIGIBLE EMPLOYEES

15.1

This Plan is a voluntary program on the part of the Company and shall not constitute an inducement to or condition of the employment of any Eligible Employee. Nothing contained in this Plan shall give any Eligible Employee, whether a Participant or not, the right to be retained in the service of the Company or any of its Subsidiaries or shall interfere with the right of the Company or any of its Subsidiaries to discharge any Eligible Employee whether a Participant or not at any time. Enrolment in this Plan will not give any Participant or beneficiary of a Participant any right or claim to any benefit except to the extent provided

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for in the Plan. By participating in the Plan, all Participants strictly waive any claim they may have, may have had or might have in the future with respect to this Plan, including with respect to (i) any right to participation in the Plan pursuant to Section 3 or loss, actual or otherwise by not being able to participate in the Plan, if their participation in the Plan or their employment with the Company or any of its Subsidiaries terminates for any reason; (ii) the ability to elect to make payroll deductions in accordance with Section 4; (iii) any currency risk arising from or relating to Section 5.05 and (iv) the right to purchase the Shares under the condition that the withholding tax or other withholding liabilities have been satisfied pursuant to Section 6.

15.2

Neither the Company nor the Plan Administrator shall be liable to any Eligible Employee for any loss resulting from a decline in the market value of any Shares issued under the Plan. Neither the Company nor the Plan Administrator shall be liable to any Eligible Employee for any change in the market price of the Shares between the time an Eligible Employee elects to participate in the Plan and the time the purchase of Shares takes place. By participating in the Plan, a Participant expressly acknowledges and agrees to the foregoing and waives any claim such Participant may have, may have had or might have in the future with respect to the foregoing.

SECTION 16

CALIFORNIA ELIGIBLE EMPLOYEES

Notwithstanding any other provision of this Plan, the provisions of this Section 16 shall apply to any issuance of Shares under the Plan to a California Eligible Employee, unless such issuance is otherwise exempt from the applicable securities laws of California.

16.1	The issuance of Shares under the Plan to California Eligible Employees shall occur within ten (10) years from the earlier of (i) the date on which this Plan is adopted by the Board and (ii) the date on which the Plan is approved by approved by the shareholders of the Company.

16.2	The Company will not issue Shares under the Plan to California Eligible Employees unless:

(a)

on the date Shares are issued to California Eligible Employees pursuant to the Plan, the Company is a foreign private issuer, as defined by Rule 3b-4 under the Exchange Act, and the aggregate number of persons in California granted awards under all compensation plans and agreements and issued securities under all purchase and bonus plans and agreements of the Company does not exceed thirty five (35); or

(b)

the Plan is adopted and approved in accordance with Section 11.01.

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SECTION 17

MISCELLANEOUS

17.1	All written notices to the Company pertaining to the Plan shall be delivered personally, e- mail or mail, postage prepaid, addressed as follows:

Docebo Inc.

366 Adelaide Street West, Suite 701

Toronto, Ontario, M5V 1R9 Canada

Attention: Human Resources Department

options@docebo.com

All notices to an Eligible Employee will be addressed to the principal address of the Participant on file with the Company. Either the Company or the Eligible Employee may designate a different address by written notice to the other. Such notices are deemed to be received, if delivered personally or by e-mail, on the date of delivery, and if sent by mail, on the fifth Business Day following the date of mailing. Any notice given by either the Eligible Employee or the Company is not binding on the recipient thereof until received.

17.2	Nothing contained in this Plan shall be construed so as to prevent the Company from taking corporate action which is deemed by the Company to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan.

17.3	This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without any reference to conflicts of law rules.

17.4

The Company and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of Ontario in respect of any action or proceeding relating in any way to the Plan, including, without limitation, with respect to any issuance of Shares made in accordance with the Plan.

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SCHEDULE C

EQUIPMENT REQUIREMENTS / LOGIN INSTRUCTIONS

LOGO

VIRTUAL ANNUAL GENERAL MEETING GUIDE 2020

Attending Docebo Inc.’s Annual and Special Meeting (the “Meeting”) electronically July 21, 2020 at 9:00 a.m. (EDT)

This year we will be conducting a virtual Meeting, giving you the opportunity to attend the Meeting online, using your smartphone, tablet or computer.

You will be able to view a live webcast of the Meeting, ask the Docebo Inc. board of directors questions and submit your votes in real time.

Simply go to https://web.lumiagm.com/288870197 in your web browser (not a Google search) on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge and Firefox. Please ensure your browser is compatible by login in early. PLEASE DO NOT USE INTERNET EXPLORER

If you have voting rights, select “I have a control number” and enter your TSX control number and the password: DCB2020 (case sensitive). If you don’t select “I am a Guest” and fill in the form.

You will be able to log into the site 30 minutes prior to the start of the Meeting.

LOGO

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LOGO

NAVIGATION

When successfully authenticated, the info screen LOGO will be displayed. You can view company information, ask questions and watch the webcast.

If you would like to watch the webcast press the broadcast icon. LOGO

If viewing on a computer, the webcast will appear at the side automatically once the meeting has started.

LOGO

VOTING

Once the voting has opened, the resolutions and voting choices will be displayed.

To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received. for - vote recieved

To change your vote, simply select another direction. If you wish to cancel your vote, please press Cancel.

LOGO

QUESTIONS

Any voting member attending the meeting is eligible to ask questions.

If you would like to ask a question, select the messaging icon LOGO

Messages can be submitted at any time during the Q&A session up until the Chair closes the session.

Type your message within the chat box at the bottom of the messaging screen.

Once you are happy with your message click the send button.

Questions sent via the Lumi AGM online platform will be moderated before being sent to the Chair.

LOGO

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APPENDIX A ESPP RESOLUTION

RESOLVED AS AN ORDINARY RESOLUTION THAT:

The proposed global employee share purchase plan (the “ESPP”) of the Company, in substantially the form described in and appended as Schedule B to the Company’s management information circular dated June 4, 2020, be and is hereby authorized and approved.

The maximum number of common shares in the capital of the Company (the “Shares”) authorized and reserved for issuance under the ESPP shall be 570,000 Shares.

Any one or more director or officer of the Company are hereby authorized and directed to execute, deliver, register and file in the name and on behalf of the Company, any certificates, instruments, agreements, notices, affidavits, supporting material and other documents, and to obtain any required consents, approvals and to do any other acts and things as in the opinion of such person(s) may be necessary or desirable to give full effect to the above resolutions.

All acts performed and any documents executed, delivered, filed or registered prior to the date of these resolutions by a director or officer of the Company on behalf of the Company, relating to matters dealt with in these resolutions are approved, ratified and confirmed.

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LOGO

7046793

Exhibit 4.7

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.

Name and Address of Company

Docebo Inc. (the “Company”)

366 Adelaide Street West

Toronto, Ontario

M5V 1R7

Item 2.

Date of Material Change

August 11, 2020

Item 3.

News Release

Attached as Schedule “A” is a copy of the press release relating to the material change, which was disseminated on August 11, 2020 through the newswire services of Cision and filed on the System for Electronic Document Analysis and Retrieval.

Item 4.

Summary of Material Change

On August 11, 2020, the Company announced that it and certain of its shareholders, namely Claudio Erba, Gresilent Holding Srl, Intercap Equity Inc., Intercap Financial Inc. (together with Intercap Equity Inc., “Intercap”) and Alessio Artuffo (collectively, the “Selling Shareholders”), had entered into an agreement with a syndicate of underwriters (the “Underwriters”) led by Canaccord Genuity Corp., TD Securities Inc., Morgan Stanley Canada Limited and Goldman Sachs Canada Inc. to complete a new issue and secondary offering of an aggregate of 1,500,000 common shares of the Company (“Common Shares”) at a price of C$50.00 per Common Share, on a bought deal basis, for gross proceeds of C$25 million and C$50 million to the Company and the Selling Shareholders, respectively, for aggregate gross proceeds of C$75 million (the “Offering”).

Intercap also granted the Underwriters an over-allotment option to purchase up to an additional 225,000 Common Shares from Intercap for a period of 30 days after the closing of the Offering.

The net proceeds of the Offering will be used to strengthen the Company’s financial position and allow it to pursue its growth strategies, which include: expanding its customer base; supporting the growth of existing customers; expanding its solutions; and selectively pursuing acquisitions.

On August 17, 2020 the Company filed a preliminary short form prospectus in connection with the Offering.

Item 5.

Full Description of Material Change

For a full description of the material change, please see Schedule “A” attached hereto.

Item 6.

Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7.

Omitted Information

Not applicable.

Item 8.

Executive Officer

The name and business telephone number of the officer of the Company who can answer questions regarding this material change report is as follows:

Ian Kidson, Chief Financial Officer

Tel: (416) 456-5868

Item 9.

Date of Report

August 21, 2020

SCHEDULE “A”

(see attached)

Exhibit 4.8

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1.

Name and Address of Company

Docebo Inc. (the “Company”)

366 Adelaide Street West

Toronto, Ontario

M5V 1R7

Item 2.

Date of Material Change

October 1, 2020

Item 3.

News Release

Attached as Schedule “A” is a copy of the press release relating to the material change, which was disseminated on October 1, 2020 through the newswire services of Cision and filed on the System for Electronic Document Analysis and Retrieval.

Item 4.

Summary of Material Change

On October 1, 2020, the Company announced that Daniel Klass has provided notice of his intention to resign as a director of the Company, effective October 1, 2020. Mr. Klass has been on the Company’s board of directors since 2016.

Item 5.

Full Description of Material Change

For a full description of the material change, please see Schedule “A” attached hereto.

Item 6.

Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7.

Omitted Information

Not applicable.

Item 8.

Executive Officer

The name and business telephone number of the officer of the Company who can answer questions regarding this material change report is as follows:

Ian Kidson, Chief Financial Officer

Tel: (416) 456-5868

Item 9.

Date of Report

October 5, 2020

SCHEDULE “A”

(see attached)

LOGO

Docebo Announces Director Resignation

TORONTO, October 1, 2020 – Docebo Inc. (TSX: DCBO) (“Docebo” or the “Company”), today announced that Daniel Klass has provided notice of his intention to resign as a Director of the Company, effective today, to devote more time to his private equity business. Mr. Klass has been on Docebo’s board of directors since 2016.

“Since joining Docebo’s board of directors as a small private company, I’ve been privileged to have a part in its growth and development. Claudio and his team have built an enduring organization and I look forward to seeing its continued evolution as a global leader in corporate learning management,” said Daniel Klass, Founder and Managing Partner of Klass Capital.

“Daniel has been an instrumental supporter of Docebo and has always shared my passion and vision for the learning opportunity,” said Claudio Erba, Founder and CEO of Docebo. “On behalf of our management team and board of directors I want to thank him for his guidance over the years and wish him the best on his current and future endeavors.”

About Docebo

Docebo is redefining the way enterprises learn by applying new technologies to the traditional corporate learning management system market. Docebo provides an easy-to-use, highly configurable learning platform with the end-to-end capabilities designed to make customers, partners, and employees love their learning experience.

For more information:

Dennis Fong

Investor Relations

investors@docebo.com

(416) 283-9930

Exhibit 5.1

LOGO

Consent of Independent Auditor

We hereby consent to the incorporation by reference in this Registration Statement on Form F-10 of Docebo Inc., of our report dated March 11, 2020 relating to the consolidated financial statements of Docebo Inc. as at and for the years ended December 31, 2019 and 2018, which is filed as Exhibit 4.2 to this Registration Statement.

We also consent to the reference to us under the heading, “Experts”, which appears in the Annual Information Form for the year ended December 31, 2019, which is filed as Exhibit 4.1 to this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario, Canada

December 1, 2020

LOGO

PricewaterhouseCoopers LLP

PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario, Canada M5J 0B2

T: 416 863 1133, F:416 365 8215, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Exhibit 5.2

Goodmans LLP

Bay Adelaide Centre - West Tower

333 Bay Street, Suite 3400

Toronto, ON M5H 2S7

Canada

Tel: 416.979.2211

Fax: 416.979.1234

goodmans.ca

Docebo Inc.

366 Adelaide Street – West Suite 701

Toronto, ON M5V 1R9

Canada

Re: Docebo Inc.

We hereby consent to the use of our name in the Registration Statement on Form F-10 filed by Docebo Inc. on December 1, 2020, as such may thereafter be amended or supplemented, and in the short-form base shelf prospectus dated October 22, 2020 included therein, under the headings “Legal Matters” and “Legal Matters and Interest of Experts”.

In giving this consent, we do not acknowledge that we come within the category of persons whose consent is required by Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations thereunder.

/s/ Goodmans LLP

Goodmans LLP

Toronto, Ontario

December 1, 2020

Exhibit 5.3

CONSENT OF LEGAL COUNSEL

Re:

Registration Statement on Form F-10 of Docebo Inc.

We refer to the registration statement on Form F-10 dated December 1, 2020 (the “Registration Statement”) of Docebo Inc. to which this consent is exhibited. We hereby consent to the references to this firm on the face page of the Registration Statement and under the heading “Legal Matters” and “Documents Filed as Part of the Registration Statement” and to the reference to and use of our opinion under the heading “Certain Canadian Federal Income Tax Considerations”. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under the U.S. Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Yours truly,

/s/ Stikeman Elliott LLP

STIKEMAN ELLIOTT LLP

Toronto, Ontario, Canada

December 1, 2020