Mr. Jason Chapnik reports

DOCEBO INC. PROVIDES UPDATE ON SUBSTANTIAL ISSUER BID

Docebo Inc. today provided an update on its previously announced substantial issuer bid under which the company will offer to repurchase for cancellation up to $60-million (U.S.) of its outstanding common shares at a price of $20.40 (U.S.) per common share.

Change in Intercap intentions to participate in the offer

Intercap Equity Inc. has informed the company that, due to Intercap's internal capital management considerations, it may in fact participate in the offer and could tender common shares to the offer, with the goal of maintaining its approximate current ownership interest in the company. Intercap beneficially owns approximately 56.6 per cent of the company's issued and outstanding common shares (including the 3,630,715 common shares Intercap has committed to acquire from WPGG 14 Investment Ltd. IV which is scheduled to close on or about Feb. 27, 2026, all as described in Intercap's press release of Nov. 28, 2025). Jason Chapnik (chairman and a director of the company) beneficially owns, controls or directs, directly or indirectly, all of the equity interests of Intercap and serves as chairman and chief executive officer of Intercap, and James Merkur (a director of the company) serves as president of Intercap.

"Intercap's change of intention relates solely to Intercap's capital management requirements and should not be interpreted as a view on Docebo's value or prospects," said Jason Chapnik, chairman and chief executive officer of Intercap. "As Docebo's largest shareholder, Intercap remains committed to the company and believes strongly in its future. Docebo is doing incredible things. Our goal is to manage our capital needs appropriately while maintaining the largest stake possible in Docebo."

Continued board support for the offer

The company's board of directors remains committed to the offer, as it believes that the current trading price of the common shares is not fully reflective of the value of the company's business and future prospects. The company and the board continue to believe that the offer is in the best interests of the company and represents a desirable use of a portion of its existing liquidity.

Financing

The company intends to finance the offer through a combination of approximately $30-million (U.S.) of cash on hand and an approximate $30-million (U.S.) draw down on its credit facility. In its Jan. 29, 2026, press release announcing the offer, the company announced an intention to increase the size of its credit facility from $50-million (U.S.) to $100-million (U.S.).

The company has now entered into an amended and restated credit agreement with National Bank of Canada as administrative agent, and the other lenders party thereto from time to time that provides for, among other things, an increase of $5-million in the secured revolving credit facility such that the maximum amount available for the company to borrow is $100-million. The amended facility has a term of three years and bears interest at variable rates depending on certain financial ratios and metrics. The amended facility includes an accordion feature that allows for the expansion of the amended facility by up to an aggregate maximum principal amount of $50-million. The accordion feature is available upon request by Docebo and is subject to acceptance by the lenders or commitments by new financial institutions or commercial lenders in the case where the lenders decline to increase their commitment in connection with the accordion request. The amended facility, which is secured against all assets of the company and a pledge of certain equity interests in its subsidiaries, is available for general corporate purposes, acquisitions and investments (including the offer), subject to certain limitations.

Offer timing

The offer will expire on March 10, 2026, unless extended, varied or withdrawn. Further details regarding the offer can be found in the company's offer to purchase and circular dated Feb. 1, 2026, which are available free of charge under the company's SEDAR+ profile and on EDGAR shareholders who wish to deposit common shares under the offer and who hold common shares registered in the name of an investment dealer, stock broker, bank, trust company or other nominee, should immediately contact their nominee in order to take the necessary steps to be able to deposit the common shares held under the offer.

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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