Exchange Bulletin

Shopify Inc. To Trade On an "If, As and When Issued" Basis on Toronto Stock Exchange - Pricing Details


May 21, 2015

"IF, AS AND WHEN ISSUED" MARKET
PROSPECTUS OFFERING OF SUBORDINATE VOTING SHARES

Shopify Inc. (Symbol: SH) (the "Company") - Further to Toronto Stock Exchange Bulletin 2015-0502 dated Tuesday, May 19, 2015, the Class A subordinate voting shares of Shopify Inc. (the "Subordinate Voting Shares") will commence trading on an "if, as and when issued" basis at 9:30 a.m. (Toronto time) today, Thursday, May 21, 2015, under the symbol "SH" and CUSIP 82509L 10 7.

A total of 7,700,000 Subordinate Voting Shares are to be sold to the public at a price of US$17 per Subordinate Voting Share pursuant to a prospectus offering that is scheduled to close on Wednesday, May 27, 2015, before the opening. The Company has also granted the underwriters an option exercisable for a 30-day period following the date of the final base PREP prospectus dated May 20, 2015 to purchase up to an additional 1,155,000 Subordinate Voting Shares at the price of US$17 per Subordinate Voting Share.

Subject to the closing of the prospectus offering on Wednesday, May 27, 2015, all trades in SH in the "if, as and when issued" market on: (i) Thursday, May 21, 2015 will be for special settlement on Wednesday, May 27, 2015, and (ii) all trades from Friday, May 22, 2015 up to and including Tuesday, May 26, 2015 will be for settlement three business days after the trade date and will appear on the settlement report from CDS Clearing and Depository Services Inc.

Upon closing, the Subordinate Voting Shares will no longer trade on an "if, as and when issued" basis. If the prospectus offering does not close, all of the "if, as and when issued" trades will be cancelled, no securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Subordinate Voting Shares under the prospectus offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Subordinate Voting Shares under the prospectus offering must comply with the short sale rules in all respects for any sales they make in the "if, as and when issued" market."