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Instructure Comments on ISS Report Regarding Proposed Thoma Bravo Acquisition

Salt Lake City — Instructure (NYSE: INST) today issued the following statement in response to the recommendation issued by Institutional Shareholder Services Inc. (“ISS”) regarding the Company’s previously announced definitive merger agreement to be acquired by Thoma Bravo, LLC for $47.60 per share in cash.

“Instructure strongly disagrees with the conclusion reached by ISS. The Company conducted an exhaustive, conflict-free, and well-publicized strategic review process, allowing any party to make its interest known to the Board.  Despite these efforts and a post-signing ‘go-shop’ period, no other party expressed serious interest in continuing purchase discussions at a price in excess of $47.60 per share.

“Instructure’s Board believes that Thoma Bravo’s $47.60 per share all-cash transaction represents the best possible path to maximize stockholder value because it delivers certain and compelling value. The Board of Directors recommends that stockholders vote in favor of the transaction.”

At the Special Meeting of Stockholders, which is scheduled to be held on February 13, 2020, stockholders of record as of the close of business on January 8, 2020 will have the opportunity to vote on the proposed transaction with Thoma Bravo, which the Board believes provides significant, compelling, and certain value to all Instructure stockholders.

Investors with questions about the transaction or how to vote their shares may contact the Company’s proxy solicitor, MacKenzie Partners Inc., toll-free at 800-322-2885 or via email at proxy@mackenziepartners.com.

ABOUT INSTRUCTURE

Instructure helps people grow from the first day of school to the last day of work. More than 30 million people use the Canvas Learning Management Platform for schools and the Bridge Employee Development Platform for businesses. More information at www.instructure.com.

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