Early Warning Report Issued Pursuant to National Instrument 62-103

Disposition of Securities of Docebo Inc.

/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, Jan. 26, 2021 /CNW/ – This press release is being disseminated as required by National Instrument 62–103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the “Early Warning Report“) by Intercap Equity Inc. (“Intercap“) and its joint actors regarding the disposition of securities of Docebo Inc. (TSX: DCBO / Nasdaq: DCBO) (“Docebo“), with its head office located at 366 Adelaide St West, Suite 701, Toronto, Ontario, M5V 1R7, by Intercap, with its head office located at 261 Davenport Road, Suite 200, Toronto, Ontario, M5R 1K3.

Intercap, together with together with Claudio Erba (“Claudio“), Alessio Artuffo (“Alessio“, together with Intercap and Claudio, the “Selling Shareholders“), completed a secondary public offering of 2,315,281 common shares of Docebo (the “Common Shares“) (inclusive of 301,993 Common Shares issued pursuant to the Over-Allotment Option (as defined below) (the “Offering“) pursuant to the terms of an underwriting agreement dated January 21, 2021 among Docebo, the Selling Shareholders and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Canaccord Genuity LLC, TD Securities Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital (USA) Inc., Eight Capital and Laurentian Bank Securities Inc. (collectively, the “Underwriters“), as amended by the letter agreement dated January 21, 2021 between Docebo, the Selling Shareholders and the Underwriters (collectively, the “Underwriting Agreement“) at an offered price of US$49.67 per share for aggregate gross proceeds of US$115,000,007.27 (inclusive of the exercise of the Over-Allotment Option (as defined herein).

Pursuant to the terms of the Underwriting Agreement, each of the Selling Shareholders granted to the Underwriters an option (the “Over-Allotment Option“), exercisable in whole or in part for a period of 30 days after the closing of the Offering, to purchase up to an additional 301,993 Common Shares at US$49.67 per share on the same terms as set forth above for market stabilization purposes, of which 271,794 were provided by Intercap. The Over-Allotment Option was exercised in full on January 26, 2021, being the closing date of the Offering.

The Offering was made by way of a final prospectus supplement dated January 21, 2021, together with the accompanying short form base shelf prospectus to which it relates dated October 22, 2020. The Offering, including the exercise of the Over-Allotment Option closed on January 26, 2021.

Pursuant to the Offering, Intercap sold an aggregate of 2,083,754 Common Shares for aggregate gross proceeds of US$103,500,061.18 or net proceeds of US$99,360,058.73 after deducting the Underwriters’ fee and prior to the payment of any expenses incurred or payable by Intercap in connection with the Offering.

Prior to the Offering, Intercap and its joint actors beneficially owned, controlled or directed 16,714,308 Common Shares, representing approximately 51.1% of the outstanding Common Shares (or 48.9% on a fully diluted basis). Following the Offering, Intercap and its joint actors beneficially own, control or direct 14,630,554 Common Shares, representing approximately 44.8% of the outstanding Common Shares (or 42.8% on a fully diluted basis).

The equity interests of Intercap are beneficially owned, controlled or directed, directly or indirectly, by Jason Chapnik, Chairman of Intercap and accordingly, each of Intercap and Jason Chapnik are considered to be joint actors.

In addition to the foregoing, Intercap may increase or decrease its beneficial ownership or control depending on market or other conditions.

A copy of the Early Warning Report with additional information in respect of the foregoing matters may be found on www.SEDAR.com.

The TSX does not accept responsibility for the adequacy or accuracy of this release.

SOURCE Intercap Equity Inc.

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Early Warning Report Issued Pursuant to National Instrument 62-103 WeeklyReviewer
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