Zendesk : Investor Presentation - September 2nd, 2022

Investor Presentation

September 2022

Executive Summary

Zendesk's Board recommends that shareholders vote FOR the acquisition by a consortium led by Hellman & Friedman and Permira for $77.50 per share

The proposed acquisition of Zendesk by the consortium provides immediate, certain, cash value to 100% of Zendesk shareholders at a 34% premium to the unaffected price

Zendesk's Board conducted an extensive three-month strategic review process, which included engagement with

16 strategic and 10 financial parties and ultimately culminated in the current transaction

The standalone alternative, under any structure, carries material risk for Zendesk shareholders given challenging market and macro environment and that the business continues to underperform post-announcement with net bookings below the June 2022 projections and further decelerating on a year-over-year basis relative to the performance in Q2

Light Street's proposed recapitalization lacks committed financing, provides no specific operational improvement plans and would degrade governance even as it increases financial and operational risk

Zendesk's Board has evaluated Light Street's proposed recapitalization and determined that the proposal is

unlikely to deliver risk-adjusted value superior to the proposed sale to the Consortium

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Transaction overview

Transaction	$77.50	$10.2 billion	34%
Summary	cash per share	equity value	premium over unaffected
	for 100% of outstanding shares

About

• Founded in 2007, Zendesk is a service-first customer relationship management company, built to give organizations of all sizes, in every industry, the ability to deliver a transparent, responsive and empowering customer experience
• Zendesk allows organizations to deliver omnichannel customer service and customize and build apps across the customer journey

Comprehensive

Process

• Transaction is the result of a comprehensive process led by an independent and experienced Board
• The strategic review process was undertaken in response to the unsolicited proposal received from a consortium of investors, significant shareholder feedback encouraging the pursuit of a strategic review process and the Board's concerns regarding the risks of the standalone plan
• Process included three months of engagement with prospective acquirors and fulsome evaluation of standalone opportunities
• • Incorporating feedback from shareholders, the Zendesk Board and its independent advisors ran a robust process, which included engagement with 26 prospective acquirors, including 16 strategics and 10 financial sponsors
• The Consortium proposal represented the only final, fully-financed proposal received during the process

	• Expected to close in the fourth quarter of 2022
Timing and	• Subject to approval of at least 50% of Zendesk's outstanding shares
Approvals	•	Subject to customary closing conditions, including receipt of required regulatory approvals
	•	Financing commitments in place; transaction is not subject to any financing conditions

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Observations Regarding

Light Street's Alternative Proposal

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The Board determined that the Consortium transaction is superior to

Light Street's proposed recapitalization

• The H&F and Permira transaction offers immediate, attractive and certain value to 100% of Zendesk shareholders
• Light Street's proposed recapitalization would leave 50% of Zendesk's equity subordinated to $4 billion of senior debt and preferred equity, subject to control of the preferred shares' governance rights and bearing the residual risk of an operational turnaround and management transition

H&F and Permira transaction

100% cash

Financing commitments in place

$77.50 per share

Light Street's proposed recapitalization

Value received in tender

$82.50 per share for some shareholders

if sufficient funding can be obtained on reasonable terms as proposal is completely uncommitted

Total Value

?				Value of stub equity
			Current standalone
				prospects of Zendesk
Uncertain value of
				Incremental
stub equity also	?
creates risk of	operational
proration					improvements
				Economic	Risk of	Light Street-
				operational
				subordination	controlled Board,
				turnaround &
				to $4 billion of	disproportionate
				new debt / pfd	management	voting rights
					transition

Source: Size of financing, financing terms and structure and governance rights based on Light Street's letter dated August 28, 2022.

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