Shopify Completes Offering of Class A Subordinate Voting Shares

Ottawa, Canada – August 22, 2016 - Shopify Inc. (NYSE:SHOP)(TSX:SH) (“Shopify”) today announced that it has completed its previously announced offering of 8,625,000 Class A subordinate voting shares (the “Offering“), which includes the full exercise of the over-allotment option of 1,125,000 Class A subordinate voting shares, at a price of US$38.25 per share. An aggregate of 6,125,000 Class A subordinate voting shares, which includes the Class A subordinate voting shares issued on exercise of the over-allotment option, were sold by Shopify for aggregate gross proceeds of US$234,281,250. Entities affiliated with Bessemer Venture Partners and certain members of Shopify’s management (the “Selling Shareholders”) sold 2,500,000 Class A subordinate voting shares at a price of US$38.25 per share.

Shopify expects to use its net proceeds from the Offering to strengthen its balance sheet, providing flexibility to fund its growth strategies. Pending their use, Shopify intends to invest the net proceeds from the Offering in short-term, investment-grade, interest-bearing instruments or hold them as cash. Shopify did not receive any of the proceeds of the sale of shares by the Selling Shareholders.

Morgan Stanley, Credit Suisse, RBC Capital Markets, Pacific Crest Securities, a division of KeyBanc Capital Markets, Raymond James, Canaccord Genuity and Piper Jaffray acted as underwriters in the Offering.

The Class A subordinate voting shares were offered in each of the provinces and territories of Canada, other than Quebec, by way of a prospectus supplement dated August 16, 2016 to Shopify's short form base shelf prospectus dated August 5, 2016. The Class A subordinate voting shares were also offered in the United States pursuant to a prospectus supplement to Shopify's registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System. The prospectus supplements and the Registration Statement contain important detailed information about the Offering. A copy of the Canadian prospectus supplements can be found on SEDAR at www.sedar.com, and a copy of the U.S. prospectus supplements and the Registration Statement can be found on EDGAR at www.sec.gov. Copies of such offering documents may also be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010; RBC Capital Markets, Attention: Distribution Centre, 180 Wellington Street, 8th Floor, Toronto, Ontario M5J 0C2; or RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.