Zendesk : Investor Presentation - September 6th, 2022

Investor Presentation

September 2022

Executive summary

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 (which had not yet reflected worsening business performance)

-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

The business continues to underperform post-announcement both operationally (e.g., significant attrition) and financially (net bookings have sequentially declined for 6 months and have declined 63% y-o-y since announcement, resulting in ARR growth of only $2MM between June and the end of August 2022(1))

Absent a transaction, performance of relevant indices and comparable companies suggests a current hypothetical unaffected price of $54-60, with additional downside given the likely impact of Zendesk-specific reduced growth expectations

operational improvement plans and would materially degrade governance even as it increases financial and operational risk

value superior to the proposed sale to the Consortium

r

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1. August ARR and net bookings are preliminary.

Transaction

Summary

About

Comprehensive

Process

Timing and

Approvals

Transaction overview

$77.50	$10.2 billion	34%
cash per share	equity value	premium over unaffected (which had not yet
for 100% of outstanding shares		reflected worsening business performance)

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

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 an investor group, significant

shareholder feedback encouraging the pursuit of a strategic review process 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

Subject to approval of a majority

Subject to customary closing conditions, including receipt of required regulatory approvals of which the process is underway

Financing commitments in place; transaction is not subject to any financing conditions

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Observations Regarding

the Consortium Transaction Process

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The Consortium transaction delivers compelling, certain value to

allZendesk shareholders

Cash consideration provides immediate certainty of value and liquidity to 100% of Zendesk shareholders

The transaction price represents a compelling 34% premium to the unaffected price (which had not yet reflected worsening business performance) and an attractive value relative to the standalone prospects of Zendesk in the current and prospective business environment

Removes risks and uncertainties for shareholders related to an extremely challenging business environment and a business turnaround

Slowing net bookings and annual recurring revenue momentum both pre- and post-announcement signals significant challenges in go-forward growth. Net bookings have now declined for 6 sequential months with worsening performance post-announcement, and ARR has essentially remained flat between June and the end of August 2022(1)

The transaction with the Consortium represents the culmination of a comprehensive process

Shareholder feedback indicated strong preference for pursuing the strategic review and accepting the proposal

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1. August ARR and net bookings are preliminary.