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Early Warning Report Filed in Connection with Option & RSU Grant


This news release, together with an early warning report, is being filed today by Tobias Lütke as required under applicable Canadian securities laws as a result of a grant of options (the "Options") and restricted share units (the "RSUs") made to Mr. Lütke by Shopify Inc. ("Shopify"). The Options and RSUs have been granted in connection with Mr. Lütke's employment arrangement as Shopify's Chief Executive Officer and in accordance with its executive compensation program for the year 2017. Mr. Lütke was granted (i) options to purchase 150,000 Class A subordinate voting shares (the "Class A Shares") at an exercise price of $62.15 USD per Class A share under Shopify's stock option plan, and (ii) 48,270 RSUs under Shopify's long-term incentive plan, each RSU representing the right to receive one Class A Share.

Immediately prior to the grant of Options and RSUs, Mr. Lütke beneficially owned or otherwise exercised control or direction over 396,000 Class A Shares and 7,489,000 Class B multiple voting shares (the "Class B Shares") in Shopify. The Class B Shares may be converted into Class A Shares on a one-for-one basis at Mr. Lütke's election and in certain other circumstances. Mr. Lütke also holds 1,161,977 options (the "Legacy Options") granted under the Shopify's fourth amended and restated stock option plan, or "Legacy Option Plan".

In the aggregate, Mr. Lütke beneficially owns or otherwise exercises control or direction over 9,046,977 Class A Shares (assuming (i) the exercise of all of the Options and Legacy Options, (ii) the settlement of all of the RSUs, and (iii) the conversion of all Class B Shares beneficially owned by Mr. Lütke), representing 9.9% of the Class A Shares issued and outstanding as at February 21, 2017 (on a partially diluted basis and assuming the conversion of all of Shopify's Class B Shares).

Mr. Lütke's holdings in Shopify securities may be increased or decreased in the future in accordance with applicable securities legislation as considered appropriate by him in light of various factors that he may deem relevant, including, but not limited to, his investment criteria, market conditions and other factors.

An early warning report with additional information in respect of the foregoing matters has been filed under Shopify's issuer profile on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com. You may contact Joseph Frasca, SVP, General Counsel and Corporate Secretary of Shopify in order to obtain a copy of the early warning report at 150 Elgin Street, 8th floor, Ottawa, Ontario, Canada K2P 1L4 or at (613)-241-2828.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170224005749/en/