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”, “guidance”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, “assumes”, 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 in this press release includes, but is not limited to, statements regarding the Company’s business; statements
regarding Docebo’s preliminary estimates for revenue, Adjusted EBITDA, and annual recurring revenue for the three months ended June 30, 2026; the guidance for the three months ended September 30, 2026 and fiscal year ended
December 31, 2026 in respect of subscription revenue, total revenue and Adjusted EBITDA and discussed under “Financial Outlook” in this press release; the Company’s intention to commence the Offer, the size, timing, tax
consequences, terms and conditions of the Offer; participation in the Offer by Intercap and directors and officers of the Company; potential sales of Common Shares outside the Offer by directors or officers of the Company; the Company’s cash
strategy and future cash levels; the Company’s ability to draw on its credit facility on terms and within the timeline currently anticipated; the Company’s acquisition strategy and investments to promote long-term growth and
profitability of the Company’s business; and the Company’s positioning for future success.
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 those relating
to: our ability to build our market share and enter new markets and industry verticals; our ability to attract and retain key personnel; our ability to maintain and expand geographic scope; our lender’s agreement to increase the size of our
credit facility on the terms and timing proposed; 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; our ability to maintain the authorization required for use of our platform across the public sector; currency exchange and interest rates; the impact of inflation and global macroeconomic
conditions; the impact of competition; 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 also subject to a number of risks 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, risks that the Company will perform as expected and those factors
discussed in greater detail under the “Risk Factors” section in our Annual Information Form dated February 26, 2026 (the “AIF”), available free of charge under the Company’s profile on SEDAR+ at www.sedarplus.ca
and on EDGAR at www.sec.gov, and should be considered carefully by prospective Investors.
Our guidance for the third quarter of 2026 and fiscal
year ended December 31, 2026 in respect of subscription revenue, total revenue and Adjusted EBITDA is in each case subject to certain assumptions and associated risks as stated above under this “Forward-Looking Information” section
and in particular that:
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foreign exchange rates remain consistent with those in effect as at June 30, 2026;
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