Docebo Inc.

Notes:

(3)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.

(4)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

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●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.

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 Independent Registered Public Accounting Firm Service Fees

The Company’s Independent Registered Public Accounting Firm for the most recently completed financial year and for the fiscal year ended December 31, 2024, was KPMG LLP (PCAOB FirmID: 85).

The fees billed to the Company by its Independent Registered Public Accounting Firm for each of the fiscal years ended December 31, 2024 and December 31, 2025 are as follows:

Notes:

(1)The aggregate of fees billed for annual audit services relating to the audit of the Company, interim reviews, statutory audits of certain of the Company’s subsidiaries, and involvement with registration statements and other filings with various regulatory authorities.

(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 and tax preparation, including the preparation of corporate tax returns.

(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 fees for information security reviews and services related to service organization control (SOC) reports.

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