SIRCULAR MANAGEMENT INFORMATION
This management information circle (the “Round”) Is provided in connection with the solicitation of proxies by and on behalf of the management of Shopify Inc. (the “company“o”Shopify”) For use at the annual general and special meeting (the“Meeting”) By Shopify shareholders (the“Shareholders”), Which will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/SHOP2022 on June 7, 2022 at 10:00 am (Eastern Time), or at any adjournment (s) or postponement thereof, for the purposes set forth in the accompanying notice of the annual general and special meeting of Shopify Shareholders (the “Notice of Meeting”).
The Meeting will be a fully “virtual meeting” of Shareholders held via live audio webcast. Shareholders will not be able to attend the Meeting in person. A summary of the information that Shareholders will need to attend and participate in the Meeting is set out below. Please see “Section 1: Voting Information.”
No person shall be authorized to provide any information or make any representation relating to the matters to be considered at the Meeting other than those contained in this Circular and, if provided or made, any such information or representation shall not be relied upon as authorized by the Company.
Information Contained in this Circular
All information in this Circular is presented as of March 31, 2022 and is based on issued and outstanding Shares as of March 31, 2022 on an undiluted basis, unless otherwise indicated. With the exception of nominal changes due to the ordinary course vesting of equity awards, there were no changes in issued and outstanding Shares that occurred between March 31, 2022 and its date.
Unless the context otherwise requires, references in this Circular to “Shopify”,“tayo”,“tayo”,“ating“, or the”company”Along with Shopify and all its subsidiaries. Words that import the singular, where the context requires, include the plural and vice versa and words that import any gender include all genders.
The information contained in, or that may be accessed through, our website does not form a part of this Circular and is not included by reference herein.
Presentation of Financial Information
We prepare and report our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our reporting currency is US dollars.
Dependent Statements
Certain statements contained in this Circular may constitute forward -looking information or future statements under the meaning of applicable securities laws, including but not limited to, statements relating to the Arrangement. and rationale for that, the expected benefit of the Arrangement, the impact of the Share Split, the timing of the various steps to be completed in relation to the Arrangement and Share Split, our plans and objectives for future operations, growth of our business and management structures, and other statements that are not historical facts. In some cases, you can define future statements by words such as “may”, “may”, “may”, “should”, “may”, “expected”, “aims”, “those plan “,” expect “,” believe “,” estimates “,” prediction “,” projects “,” potential “,” continue “, or the negative of these terms or other similar words. In addition, any statements or information that refer to expectations, beliefs, plans, projections, goals, performance or other descriptions of future events or circumstances, including any underlying assumptions, are forward -looking. All such forward -looking statements are made under the provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act ”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act ”) and constitutes information expected within the meaning of applicable Canadian securities law.
Future statements are based on our perspective on historical trends, current conditions and expected future developments, as well as on other factors that we believe are appropriate to the circumstances. While we believe that the plans, intentions, expectations, assumptions, and strategies reflected in these future statements are reasonable, these statements relate to future events, and involve known and unknown factors. risk, uncertainty and other