Mr. Claudio Erba reports

DOCEBO INC. ANNOUNCES CEO SUCCESSION AND SUBSTANTIAL ISSUER BID

Docebo Inc. has released a chief executive officer succession plan for Claudio Erba, founder of the company. Mr. Erba will be stepping away from his role as chief executive officer and a member of the board of directors and will be transitioning to the role of chief innovation officer. The board has appointed Alessio Artuffo to the role of interim chief executive officer, effective March 1, 2024. Docebo's board has approved a substantial issuer bid under which the company will offer to repurchase for cancellation up to $100-million (U.S.) of its outstanding common shares at a price of $55 (U.S.) per common share.

CEO transition

Mr. Erba and the board have agreed, following a thoughtful process, to implement a succession plan that enables Mr. Erba to step back from his current roles, effective Feb. 29, 2024. Mr. Erba's new role as chief innovation officer will provide him with more time to focus exclusively on his true passion, innovation, and reduce the time-consuming operational responsibilities.

Mr. Artuffo, the company's president and chief operating officer, will be appointed interim chief executive officer, effective March 1, 2024, and will also continue in his current role until a permanent CEO is named. Mr. Artuffo will be considered for the permanent CEO position as part of the succession planning process being implemented by the board. Mr. Artuffo joined Docebo over a decade ago and has served in roles of increasing responsibility, including chief revenue officer and, more recently, president and chief operating officer. Mr. Artuffo is an expert in the e-learning and knowledge management industry and has been a critical contributor to Docebo's success.

"Docebo has built a strong foundation for its customers and employees and is positioned for extraordinary success in the future," said Mr. Erba, chief executive officer. "Innovation is my passion and this provides me with the opportunity to focus on innovation exclusively. It's an important next step for a high-growth organization when the entrepreneur recognizes the skill sets necessary to realize the company's full potential."

"Claudio is an exceptional human being, entrepreneur and innovator," said Jason Chapnik, chair of the board. "Claudio's contribution in his new role will help ensure that innovation will continue to drive our competitive differentiation and industry-leading position. Alessio's appointment to the role of president more than a year ago was the first step in our overall succession plan, and the board has full confidence in Docebo's growth and execution under his strong and proven leadership."

"The company is executing strongly and we see continued opportunity ahead to build on the legacy of a great company for its customers and employees as we leverage the investments we've made over the past few years," said Mr. Artuffo, incoming interim chief executive officer.

Substantial issuer bid

The offer will not be conditional upon any minimum number of common shares being tendered. The offer will, however, be subject to other conditions and the company will reserve the right, subject to applicable laws, to withdraw or amend the offer, if, at any time prior to the payment of deposited common shares, certain events occur. If common shares with an aggregate purchase price of more than $100-million (U.S.) are properly tendered and not properly withdrawn, the company will purchase the common shares on a pro rata basis except that odd lot tenders (of holders beneficially owning fewer than 100 common shares) will not be subject to proration.

The company and the board believe that the offer is in the best interests of the company and represents a desirable use of a portion of its significant cash on hand. The company remains focused on making investments to promote long-term growth and profitability, while creating immediate value for shareholders through the offer. Following the offer, the company expects to have sufficient cash on hand which, combined with the cash flow that it expects to generate, will allow the company to continue investing in areas of growth, including through strategic investments such as acquisitions.

Participation of Intercap, directors and officers

Intercap Equity Inc., which beneficially owns 13,589,920 common shares, representing approximately 43 per cent of the company's issued and outstanding common shares, has informed the company that it is interested in participating in the offer with the goal of maintaining an approximate 40-per-cent ownership interest in the company.

To the company's knowledge, no other directors or officers have indicated an intention to tender common shares to the offer. Such individuals may sell common shares on the Toronto Stock Exchange or Nasdaq while the offer is outstanding.

Additional information

The company has engaged Canaccord Genuity Corp. as financial adviser for the offer and TSX Trust Company to act as the depositary for the offer. Any questions or requests for information may be directed to TSX Trust Company, as the depositary for the offer, at 1-866-600-5869 (toll-free North America).

The offer will be for up to approximately 5.7 per cent of the total number of issued and outstanding common shares on a non-diluted basis. The offer is denominated in United States dollars and shareholders will receive payment in United States dollars, while Canadian shareholders may, at their option, elect to receive payment in Canadian dollars.

The board of directors of the company has approved the offer. However, none of the company, Canaccord Genuity Corp. or TSX Trust Company makes any recommendation to any shareholder as to whether to deposit or refrain from depositing common shares under the offer. Shareholders are urged to evaluate carefully all information in the offer, consult their own financial, legal, investment and tax advisers, and make their own decisions as to whether to deposit common shares under the offer.

The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery containing the terms and conditions of the offer and instructions for tendering common shares will be filed with the applicable securities regulators and mailed to shareholders on or about Nov. 23, 2023. The offer documents will be available free of charge under the company's SEDAR+ profile and on EDGAR. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer. In particular, the offer documents describe certain tax consequences to shareholders of selling common shares under the offer, including that shareholders who sell common shares under the offer are generally expected to be deemed to receive a dividend equal to the excess of the purchase price over the paid-up capital of a common share for purposes of the Income Tax Act (Canada), which paid-up capital the company estimates will be approximately $10.60 per common share.

The company has temporarily suspended purchases of common shares pursuant to the company's normal course issuer bid, which commenced on May 18, 2023, and expires no later than May 17, 2024, in accordance with applicable securities legislation.

The offer referred to in this press release has not yet commenced.

About Docebo Inc.

Docebo is redefining the way enterprises leverage technology to create and manage content, deliver training, and measure the business impact of their learning programs. With Docebo's end-to-end learning platform, organizations worldwide are equipped to deliver scaled, personalized learning across all their audiences and use cases, driving growth and powering their business.

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