Shutterstock : Acquisition of Envato

Acquisition of Envato

May 2, 2024

1

Forward Looking Statements

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking. Examples of forward-looking statements include, but are not limited to, statements regarding guidance, industry prospects, future business, future results of operations or financial condition, new or planned features, products or services, management strategies and our competitive position. You can identify forward-looking statements by words such as "may," "will," "would," "should," "could," "expect," "aim," "anticipate," "believe," "estimate," "intend," "plan," "predict," "project," "seek," "potential," "opportunities" and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements contained herein. Such risks and uncertainties include, among others, uncertainties as to the timing to purchase (the "Acquisition") all of the issued and outstanding capital stock of Envato Pty Ltd. ("Envato"); the risk that a condition to closing the Acquisition may not be satisfied; potential litigation relating to the Acquisition that could be instituted; the effects of disruption to our or the target's respective businesses; the impact of transaction costs; our ability to achieve the benefits from the Acquisition; our ability to effectively integrate the acquired operations into our operations following the Acquisition; our ability to retain and hire key target personnel; and the effects of any unknown liabilities; and the risks discussed under the caption "Risk Factors" in our most recent Annual Report on Form 10-K, as well as in other documents that the Company may file from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, Shutterstock's actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. The forward-looking statements contained in this presentation are made only as of this date and Shutterstock assumes no obligation to update the information included in this presentation or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

2

+

"Empowering the world to tell

their stories by bridging the gap "Empowering creators to thrive" between idea and execution"

Compelling Strategic Rationale for Acquiring Envato

Adds Envato Elements, a leading unlimited multi-asset content subscription, to Shutterstock's product portfolio

Expands Shutterstock's reach within faster growing audiences

such as freelancers, hobbyists, small businesses and agencies

Enhances content breadth & depth for the benefit of both content and data customers, with 80%+ of Envato's downloads attributable to video, audio, graphics, fonts and templates

Attractive subscription-based business model adding 650k

subscribers

Financially accretive transaction aligned with Shutterstock's

M&A strategy

4

Envato Elements Fills a Key Gap in Shutterstock's Product Portfolio

Packs

Transactional

✔ Suited for episodic needs

✔ Most extensive collection

of video, image, audio and

Unlimited Creative Subscription

Access to Multiple Content Types with a

Single Subscription

Videos Audio Templates

Graphics

Subscriptions

Fixed monthly allotment

of downloads

• Suited for recurring

needs

editorial content, including

premium content

& Fonts

3D Images

✔ Most extensive collection

of video, image, audio and

Attractive Value Proposition Especially for

Individuals and Smaller Companies

Annual Subs Priced at

$16.50/month

for unlimited content

editorial content, including

premium content

• Subscription product limited to single asset type

5

Envato Elements Expands Shutterstock's Reach Within Faster Growing Audiences

Envato Benefits from Demand Tailwinds Driving the Growth in Stock Content

Advent of the Creator	Growth in Digital	Proliferation of Social	Digital Adoption by Small
Economy	Marketing	Media	Businesses

50 Million	11% CAGR	4.9 Billion	33 Million
Individual Content Creators,	Growth in Digital Ad Spending	Global Social Media Users	Small Businesses in the US Alone
including social media	(2023-2028)	in 2023	(<500 Employees)
influencers, bloggers and
videographers

Sources: SignalFire's "Creator Economy Market Map"; eMarketer's Digital Ad Spending Forecast; Statista's "Number of social media users worldwide from 2017 to 2027"; US Chamber of Commerce's "The State of Small Business Now"

6

Elements Expands Content Breadth & Depth with a Focus on Video, Audio, Graphics, Fonts and Templates

Selective Author Base

8,000	600k+
Elements	Content Items
Authors	Reviewed
	Monthly

5%

Author

Approval Rate

Curated Library

6M Videos

1M Audio

0.5M Templates 0.2M Graphics & Fonts

0.3M 3D

10M Images

80%+ Weighted Towards Video,

Audio, Graphics and 3D

2023 Downloads by Content Type

5%

3D & Other

Images

Graphics

& Fonts

AudioVideo

Graphics

3D &

Other

Note: 3D assets provided by PixelSquid

7

Recurring Revenue Powered by Elements Subscriptions

8 million	56%	2x	36
Monthly Unique	Annual Subscriptions	Annual Subs LTV /	Average Downloads
Visitors	as a % of Total	Monthly Subs LTV	Per Subscriber per
	Subscription		Month
	Revenue
Growing top-of-funnel	Annual subs pay	Higher retention rates	Highly engaged user
traffic, synergistic with	upfront and are more	for annual subs offset	base
Shutterstock's traffic	retentive	lower ARPU

8

Financially Accretive Transaction Aligned with M&A Strategy

Transaction reflects an attractive purchase price supported by low cost financing

Attractive

Purchase Price

Efficient

Financing

Strong Financial

Profile

Raising

Guidance

Expected

Timeline

• Approximately $245 million purchase price after customary working capital and other adjustments
• 1.4x revenues and 7x EBITDA purchase price multiple
• 100% acquisition of Envato Pty Ltd payable in cash at closing
• $375 million unsecured credit facility with attractive 6.7% interest rate
• Expected drawn leverage of 0.7x net debt / 2024 combined adjusted EBITDA
• Financing from Bank of America, Citigroup, Wells Fargo and Citizens
• Expected revenue growth of 5% to 7%, in line with stock content industry
• 20% adjusted EBITDA margins with strong FCF conversion
• Consistent growth business with strong profitability throughout operating history
• Shutterstock + Envato Guidance: 2024 revenue growth of 5.5% to 7%
• Expected to accelerate path to Shutterstock 2027 targets adding 20% to annual revenue and 15% to annual adjusted EBITDA
• Expected transaction closing in Q3 2024, subject to customary closing conditions

9

Key Takeaways - Transformative Impact to Shutterstock's Content Business

Fills a Gap in

Shutterstock's

Existing Offering

• New product - access to multiple content types in a single unlimited subscription, at an attractive price point
• Faster growing audiences - including freelancers, hobbyists, small businesses and agencies
• Breadth of content types - focus on Video, Audio, Graphics, Fonts, Templates and Mock-ups

More than Doubles Subscriber Count

1.15mm

650k Envato

499k

499k Shutterstock

Before After

Further Diversifies Content Revenue

Revenue from Videos, Audio, Graphics, 3D & Templates as % of Total Content Revenue

35%45%

2023	2024E Pro
	Forma

Notes: Envato subscriber count includes both Elements and PlaceIt subscribers. 2024 pro forma figures are estimates for full year of Envato ownership.

10