SEC Form 425 filed by Dragoneer Growth Opportunities Corp. II

Filed by Dragoneer Growth Opportunities Corp. II

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Dragoneer Growth Opportunities Corp. II

Commission File No. 001-39709

Date: December 2, 2021

Transcript Accompanying Presentation

John: Before we get into CVENT, do you mind providing a little bit of background on Dragoneer?

Dragoneer is a growth-oriented investment firm based in San Francisco with over $20B in AUM.

The core tenant of our investment philosophy is to look for the most exceptional companies on earth and find a way to partner with them for the long term

What does exceptional mean to us? It’s really 3 things:

 

a)

First – companies with sustainable differentiation and deep durable moats

 

b)

Second - excellent economic models that create significant cash flow over time

 

c)

And third, but maybe most important – extraordinary management teams who have demonstrated an ability to build enduring franchises

By partnering with these companies, and holding on for a long time, we position ourselves for outsized upside potential, while limiting the risk of capital impairment

For the past decade, we have found these exceptional companies in both the public and private markets, including investments in marquee software businesses like Snowflake, Datadog, Twilio, UiPath, and Procore

Of the companies we’ve invested in privately, 39 have gone public, and now with our SPAC, we have the opportunity to leverage our experience at the intersection of private and public markets and partner with a clear market-leader led by a phenomenal management team

John: Do you mind providing a little bit of color on why you decided to use your SPAC to take CVENT public?

There a number of things that got us really excited about the opportunity to partner with CVENT mgmt to bring the Company public:

 

a)

We have always had a strong bias to invest in SaaS businesses that are market leaders, which is exactly what we believe Cvent is in the event management software industry

 

b)

We look for business that have real moat and Cvent has developed sustainable differentiation with (i) two decades of investing in products, (ii) a strong brand that is ubiquitous in the industry and (iii) powerful network effects between event planners & marketers on one end, and hospitality businesses, on the other

 

c)

We like underappreciated growth stories and that’s what we think we have here with CVENT. Virtual represents a fast-growing new business that is starting to move the needle for CVENT. Attendee Hub and related virtual and hybrid use cases represent an increasingly meaningful path for future growth.

d)

As we emerge from COVID, we see an opportunity for events to move towards ‘hybrid’ offerings, utilizing a combination of in-person functionality and virtual functionality to support the same event. And we think CVENT is best positioned to win in a hybrid world.

 

e)

Lastly, but perhaps most important, over the past 6 months, we have spent countless hours with multiple layers of management. We can say without a doubt that the quality of the management team is among the best that we have ever seen, with a customer obsession and entrepreneurial spirit that permeates throughout the company. Mgmt’s tremendous execution over the last 18 months in building and rolling out the industry leading virtual product is a testament of the skill of this team.

John: Can you talk us through the diligence process you went through in deciding to invest in the Company?

We pride ourselves at Dragoneer on going deep on business diligence and CVENT is a prime example of this: diligence as part of the process.

 

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Our diligence process including talking to over 100 industry participants

 

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We commissioned a phone survey to measure NPS and to better understand end-market trends

 

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We had numerous sessions and countless hours chatting through financial, product, and competitive questions with different layers of CVENT’s management team.

John: Our clients are always excited to get primary survey results. Do you mind talking through any learnings from the survey?

Yea – absolutely. So we had survey commission in April 2021 by a leading management consulting company. We wanted a 3^rd party to ask the same questions to the end market and coming back with a view point on the various software vendors. The consulting firm ended up completing 43 in-depth phone interviews of event planners and got high level responses from a few more via an online screener.

The first thing we wanted to test in our survey work was simple – do customers actually like CVENT? Management told us they did, and we had heard some positive anecdotes, but we wanted to get to a more data driven answer.

And I’ve actually got a few slides that I can screen share here that lays out the results.

This slide lays out the NPS of CVENT and other event management vendors that we surveyed on. As you can see, we surveyed 40 CVENT In-Person customers and the customer feedback was overwhelmingly positive with CVENT having the highest NPS of any vendor in our survey.

This didn’t really surprise us. What did surprise us was the overwhelmingly positive feedback for CVENT’s virtual offering. As you can see here, CVENT’s virtual offering had an NPS of +30 in our survey which was the highest of any virtual vendor we surveyed on. This surprised us to the positive as back in April CVENT’s virtual offering was still quite new and we knew that management was still investing

significantly in continuing to improve the virtual product. The n was lower on the virtual survey as there are less customers that we could track down, but we still saw this as a real positive that the early feedback was so encouraging.

As you can see on this slide, we also asked event planners their level of customer satisfaction. Another way to measure customer love that sometimes reveals slightly different results than NPS. On customer satisfaction, CVENT was also best-in-class.

John: Were there any other interesting takeaways from the survey?

The other thing we were trying to get a sense for is how the event and meeting industry would continue to evolve as COVID has forced a tremendous transformation. Were event planners planning to go back to in-person and ditch virtual? Were they going to stick with virtual and never go back to in-person?

The overwhelming feedback we received from event planners is that post-COVID events would shift towards hybrid – with a mix of in-person and virtual events.

I’ve got another slide I can pull up to get at this point.

It’s really hard to survey what’s going to happen in the future, but we asked event planners if they planned to host hybrid events post-covid. 38 out of the 40 said they did.

We tried to figure out what type of events would shift towards hybrid. We asked about a bunch of different types of events, and in almost every category, there is expected to be a shift towards hybrid.

Exactly what hybrid means differs from event planner to event planner and from company to company, but we think in a world where there is a mix of in-person and virtual functionality necessary for an event strategy, CVENT is extremely well positioned to win.

John: Thanks Taylor, I really appreciate you joining us today. It was great to get your perspective on why Cvent’s technology is customer preferred and why Cvent has the right to win. So Chuck, first, thanks for joining us, it’s great to have you here. Taylor just laid out a the case for Cvent having the best technology in the meetings and events space, but I think you’ll agree that having the best technology alone is not enough. You need to know how to sell it. That’s where you and Cvent’s go to market organization come in. Can you just give us the lay of the land first? How does Cvent structure its go to market organization?

Chuck: Thanks for having me. I appreciate the question because we welcome the opportunity to give a view into our operations that we have honed.

At Cvent, nearly every department contributes in some way in GTM (e.g. technology has to have the product ready to roll), however, for purposes of this conversation, I will just double click on the Marketing and Sales teams. In Marketing, we have dedicated teams aligned to each of our two clouds – Event Cloud and Hospitality Cloud — that drive demand. These cloud teams include product marketing, content creation, demand generation, and sales enablement, giving our sales team not only leads, but the follow-on messaging and tools they need to turn leads into opportunities. These cloud teams then leverage our Global Demand Center, for marketing automation, digital marketing, database and analytics. Our large Marketing team in India is foundational to all our efforts and includes both cloud marketers and shared services functions.

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John: That’s really helpful. Let’s dig into that. Can you walk us through your marketing process?

Chuck: From a process standpoint, Marketing has a PLAN of course. And that plan is measured against a Budget vs Actual—just like you would for a sales team, but instead of measuring dollars; we track leads generated and conversion of those leads from the top of the funnel with Marketing Available Leads all the way to Sales Qualified Leads. We measure lead performance at each stage of the Demand Waterfall to make sure we’re on track. Across more than 20 marketing tactics, we’re able to track them through the prospect journey – if the lead is a new logo – and through the customer journey if the lead is from the installed base.

Marketing collaborates closely with sales leadership on the marketing tactics and how we are tracking versus plan, so we can add fuel to the fire where necessary.

John: Interesting, can you walk us through a few of the marketing tactics to give the audience a sense of your level of detailed execution?

As a SAAS company at Scale, we have all the foundational elements you would expect for inbound and outbound marketing. A massive database of accounts and contacts, a digital first mindset, and – of course – a robust Events program.

But beyond those, I’ll talk about three specific tactics.

First, is Thought leadership Content – it’s a pillar of our marketing strategy because we believe we are “the authority” on the meetings and events world. For example, the industry has gravitated to our series of Dummies Books and blogs and these are driving engagement and leads – especially for new logos. Our thought leadership content creation and distribution has won us numerous awards including LinkedIn naming us the 4th best company page in the world, a gold Stevie award for “branded content campaign of the year” around our GDPR campaigns, and best B2B Digital Campaign from CMO Asia. We believe award-winning marketing execution like this bolsters our brand, broadens our reach, and sets us apart from the competition.

Another unique marketing tactic is Training and Certification – when the pandemic started, we made all of our paid training offerings free for everyone, as a way to help the industry cope, recover, and stay educated in a time of need. During 2020 and the first few months of 2021, 60,000 people were trained across 172,000 courses. These training and certifications were serious business – it took multiple hours of coursework to complete, which we believe is a strong buying signal for the Cvent platform. Trained Cvent users buy Cvent products and renew at higher rates.

The third marketing tactic I’ll mention is The Cvent Community – another source of leads. Nearly 100,000 users have interacted in our online community where they stay engaged with our people, our content, and their peers. Together, the tactics I focused on not only drive engagement, leads, and closed-won deals, but these interactions deliver deep insight into buyer needs which then informs our product roadmap. So it all comes full circle.

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John: Great color on marketing and I love –with the Dummies Book series — that you literally “wrote the book” so to speak on meetings and events planning. Let’s move on to the sales process. How do you structure your sales team?

Chuck: So, our Event Cloud has three core sales teams – one that focuses on the Mid-Market, one on Enterprise Accounts, which align closely to the Global 2000, and one that is focused on the large network of 3^rd Party Meeting Planners that use Cvent’s technology as their tech backbone to run events for their end user customers i.e. when a company outsources their meeting planning function to a third party, we want to be the event tech backbone for that third party.

[Trans] Going a layer deeper, we have Direct Sales reps who are our Hunters that sell to new logos supported by Sales Development Reps or SDRs. Once a new logo is closed, the account is transitioned to our Account Managers or Farmers who are responsible for upselling, cross-selling, and renewals within our installed base. They too are supported by SDRs on a shared basis.

Whether hunter or farmer, we have a team of Solution Consultants who are product and technical experts that work closely with our quota bearing reps when needed.

Our Hospitality Cloud sales team is structured in a similar way and both clouds follow a very defined sales process from Quote to Cash.

Each sales funnel stage has specific criteria that must be met for an opportunity to progress to the next stage. As you’d expect of a SaaS company at scale, we have sophisticated systems in place like a Configure Price Quote or CPQ module that governs sales rep discounting to preserve margin. This rigorous approach helps us understand how much pipeline we are building – and at what stages – to confidently hit our targets.

John: and how do you track and measure the sales team’s progress?

Hitting targets takes instrumentation. We have a 20-year track record of increasingly best in class processes.

Let’s pull up a few slides if you don’t mind, John? I think it’s helpful to actually see some of the instrumentation to bring this discussion to life.

So this first slide, here, the report on the left shows how we measure our individual sales people – it’s literally called “hard work metrics.” It measures hours worked, total calls, and total talk time by day, and more – These results are shared regularly with the sales team to create healthy competition. We also have one click dashboards in SFDC so managers can see when proposals are sent out, the conversion of those proposals into business, and performance against quota. Our grassroots approach to sales and marketing – defined by our willingness and excitement for the details even at the highest levels of the company – means we have tight control and clear visibility into performance.

 

It’s also important to understand how we land and expand within our installed base so IN THIS NEXT SLIDE here, I want to talk about the instrumentation here.

We have a thoughtful, strategic, instrumented way to identify and close upsell and cross-sells opportunities. Using data generated from the Cvent platform itself (supported by Artificial Intelligence), we have created a “next best sale” model that shows to our Farmers – in priority order – what products should be sold into customers next. This dashboard shows both upsell and cross sell opportunities by product. This visualization is available for every account manager. For example, this farmer can see they have 34 accounts ripe to purchase Virtual Attendee Hub. When the rep clicks on their 34, it will stack rank the probability of close – highest to lowest – as well as size of opportunity.

John: What informs this Artificial Intelligence?

IF you move to the next slide, We have algorithms that scan across our cvent platform and predict likely buying patterns. For example, here you can see that the model is recommending Social Tables – our event diagramming software – because this customer has several hundred-person luncheon embedded as part of its event that likely needs table seat assignments. Similarly, for this other customer, our system is recommending we sell event management because the system recognized an RFP was sent to a hotel for a large event, and they likely need to register people for this event. So, you can see how we use intelligence from our own Cvent platform to drive our sales activities.

 

Next slide. We also take all of the information on current customer spend and contrast that with the unsold “white space” opportunity. Our account managers rely on this actionable intelligence every day. And while I can geek out on these numbers for days, I hope the point is clear: We pride ourselves on our grassroots mentality to leave no stone unturned. To waste NOTHING and maximize EVERYTHING. This approach will help fuel our growth as a public company.

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John: Thanks, yes, the instrumentation was really helpful. It looks like you are account managers are able to estimate the remaining TAM with existing customers. Is that right? How big is that opportunity, how should we think about that?

Chuck: Sure, even if we never added another new logo, we see $2.7B of incremental opportunity within our existing client base. Our team is laser focused on this opportunity and wins are being driven by 1) The Opportunity for wider licensing of solutions already in use; 2) Cross Sell/Upsell of new solutions and 3) And what we believe is the appeal of the integrated platform approach

Our efforts to land and expand within the existing customer base are visible in our numbers.

At the end of 2019, 41% of our Event Cloud clients used 2 or more of our products, and at the end of September 2021, that percentage stood at 49% - in large part due to sales of our Virtual Attendee Hub.    

This is key to our retention because the more products our clients use, the higher their net retention rate is. Clients who use one product, have an NDRR of 88% whereas clients who use two or more have an NDRR of 117%.

This is yet another reason why we believe a platform approach is a strategic advantage over our competition who mostly sell point solutions and are years behind delivering a fully integrated event platform.

Higher spending customers also have higher retention.

This customer spend metric has also improved since December 2019, when we had 722 clients with over $100,000 in annual recurring revenue, and now we have 819 customers who spend $100,000 or more with us as of September 2021. Just like when we increase the number of products, the more our clients spend with us, the more likely they are to renew. Customers who spend less than $100k with us have a NDRR of 102% whereas those that spend $100k or more with us, have a NDRR of 121%. Our land and expand strategy is a linchpin to our overall go to market strategy.

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John: Great, that’s really helpful and a huge opportunity. So now we’ve talked a lot about the tools the team has. Another “tool,” so to speak, is compensation. Can you also help us understand you incentivize your quota bearing reps? What does the commission plan look like? How are they incentivized on new logos versus cross sell etcetera?

Chuck: Great question and one we think about a lot. We have honed our commission plans over the years to optimize how we incentivize and motivate reps. For the Quota Bearing Direct Sales and Account Managers, all are split between Base and Variable: Direct Sales roughly 50 base/50 variable, Account Managers 60/40 and SDRs 70/30 since they tend to be at the start of their careers.

When it comes to actual commission percentages for the quota bearing reps, for obvious reasons, we commission new logos the most, followed by upsells and then renewals. SDRs are compensated based on the number of customer demo appointments they set up for their hunters and farmers as well as how much business their quota bearing rep closes.

There are also additional sales motion behaviors we want to drive and incentivize. For example, for many years, we have incentivized sales executives to sell Multi Year Deals. We know the value to our

business of getting revenue visibility in the out years. It’s a big part of our culture and was a difference maker as we went through the pandemic shoulder to shoulder with our customers. And for SDRs behavioral drivers like talk time and the quality of the demo sets are also part of the commission plan to ensure consistency and accountability month in and month out.

I’d also like to stress that quota assignment at Cvent is very data driven. We analyze territories deeply based on historical lead production and dollars previously produced out of those territories. We also create quotas with an eye to the future around whitespace wallet share attainment.

On the Event Cloud, we have four Tier levels, with new quota bearing reps typically starting at Tier 4 and working their way up to Tier 1 territory over the years. For the Hospitality Cloud, newer quota bearing reps start with the smaller hotels and chains and they, too, work their way up the mega chains.

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John: Beyond your own sales and marketing efforts, is there a partner network or similar that helps drive sales?

Chuck: Absolutely. The overwhelming majority of our sales come via our own sales and marketing efforts, but we have a strong ecosystem of partnerships across three primary areas.

Area 1: Meetings, Travel, Conference and Event Management Companies. These organizations use our platform as part of their services to their end user customers who have outsourced their meetings to a third party like American Express. We are the event tech backbone for these third parties, and they use our event management, sourcing, housing and virtual meetings solutions to execute the events entrusted to them. To be clear, when we sell our platform to a third party like these, that is still a direct sale. Not a reseller relationship.

Area 2: Technology Partners. These partnerships include joint integrations and referral agreements that help customers maximize the value from their meeting and event programs through a seamless integration with our platform like salesforce.com to track the Total Events Program’s impact on sales pipeline or integrations with MasterCard to track meetings spend.

Area 3: Leading Meetings Industry Associations. Our event management platform powers some of the largest meetings industry organizations’ own meetings and events programs. Who would have ever guessed that Meetings Professional International (MPI) has 17,000 members who are focused on the corporate meetings space or Global Business Travel Association (GBTA) who has 9,000 members focused on business travel, meetings and events. There are many of these types of associations and we work with dozens of them by providing them access to our technology, including complimentary Cvent Platform training and certification to their members, in exchange for co-marketing benefits to our target buyers. It’s a powerful statement to say that influential industry associations use Cvent to power their own meetings and events.

To sum it up, as you can tell, there are numerous growth vectors for Cvent in the years ahead. We are well positioned to win new logos, expand within our customer base, and drive renewal business both internally and harnessing the power of our partner network.

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John: We’re running over on time, but before I let you go Chuck, I just want to get your perspective on why Cvent wins?

Sure, Taylor touched on some of the big ones as he gave some highlights from their diligence but a few thoughts come to mind:

First, I think that as more organizations focus on their total event program, they want one system of record for events of all types and sizes. This helps drive new logo wins. We combine this with a large installed base with a comprehensive and expanding event technology platform, which gives our account management team a massive advantage to land and expand within the base. And, as our share of wallet increases, we create more stickiness giving us a great opportunity to lock in future revenue by renewing customers at higher rates.

Second- I’d just stress that our TAM is so large because the customer base is horizontal — unless you’re are coal-mining company, nearly every organization of any size runs meetings and events. Cvent is also “vertical industry smart” though, which we believe is a key advantage. Our platform is built for vertical industry use cases. For example, we can solve the unique needs of life sciences organizations where regulatory compliance is critical – like tracking the amount of healthcare spend related to events for each doctor.

Finally, I’d just stress that the revenue visibility Cvent has gives us confidence to continue investing – something our public offering will help us further ramp – and as we continue to invest in sales and marketing, product development, and M&A our right to win continues to increase.

John: Investors – thank you for listening in. You can find all of our Cvent reports and videos on the Water Tower website. And like all of our reports they are free to all.

Additional Information

In connection with the Business Combination, Dragoneer has filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which includes a preliminary prospectus and preliminary proxy statement. Dragoneer has mailed a definitive proxy statement/final prospectus and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Dragoneer has sent to its shareholders in connection with the Business Combination. The information filed by Dragoneer contains substantially more information about Cvent than is being furnished with this communication and may contain information that an investor will consider important in making a decision regarding an investment in Dragoneer securities. INVESTORS AND SECURITY HOLDERS OF DRAGONEER ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH DRAGONEER’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION (AND RELATED MATTERS), AS WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH SUCH SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. The definitive proxy statement/final prospectus has been mailed to shareholders of Dragoneer as of the record date of October 29, 2021 for voting on the Business Combination. Shareholders are also be able to obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Dragoneer Growth Opportunities Corp. II, One Letterman Drive, Building D, Suite M500, San Francisco, California, 94129.

Participants in the Solicitation

Dragoneer, Cvent and certain of their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Dragoneer’s shareholders in connection with the Business Combination. DRAGONEER’S SHAREHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF DRAGONEER IN ITS ANNUAL REPORT ON

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2021 AND IN ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2021, JUNE 30, 2021 AND SEPTEMBER 30, 2021, WHICH WERE FILED WITH THE SEC ON JUNE 21, 2021, AUGUST 16, 2021 AND NOVEMBER 15, 2021, RESPECTIVELY. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO DRAGONEER’S SHAREHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING ARE SET FORTH IN THE REGISTRATION STATEMENT FOR THE BUSINESS COMBINATION. Investors and Dragoneer’s shareholders may obtain more detailed information regarding the names and interests in the Business Combination of Dragoneer’s directors and officers in Dragoneer’s filings with the SEC, including the Registration Statement filed with the SEC by Dragoneer, which includes the proxy statement of Dragoneer for the Business Combination, and such information and names of Cvent’s directors and executive officers are also in the Registration Statement filed with the SEC by Dragoneer, which includes the proxy statement of Dragoneer for the Business Combination.

Forward Looking Statements

This communication contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Forward-looking statements in this communication include, but are not limited to, statements regarding future events, such as the proposed Business Combination between Dragoneer and Cvent, including the timing and structure of the transaction, the likelihood and ability of the parties to successfully consummate the Business Combination, the PIPE and the Forward Purchase Agreement, the amount of funds available in the trust account as a result of shareholder redemptions or otherwise, as well as statements about the composition of the board of directors of the company. We cannot assure you that the forward-looking statements in this communication will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, the general economic, political, business and competitive conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or any related agreements or could otherwise cause the transaction to fail to close; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the transactions contemplated by the Business Combination; the ability of existing investors to redeem the ability to complete the Business Combination due to the failure to obtain approval from Dragoneer’s shareholders, or the risk that the approval of the shareholders of Dragoneer for the potential transaction is otherwise not obtained; the failure to satisfy other closing conditions in the Business Combination Agreement or otherwise, the occurrence of any event that could give rise to the termination of the Business Combination Agreement; the failure to obtain financing to complete the Business Combination, including to consummate the PIPE or the transactions contemplated by the Forward Purchase Agreement; the ability to recognize the anticipated benefits of the Business Combination; the impact of COVID-19 on Cvent’s business and/or the ability of the parties to complete the Business Combination; the

receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Dragoneer and Cvent; the risk that the Business Combination disrupts current plans and operations of Dragoneer or Cvent as a result of the announcement and consummation of the Business Combination; the ability of the Company to grow and manage growth profitably and retain its key employees; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; costs related to the Business Combination; and other risks and uncertainties, including those to be included under the header “Risk Factors” in the registration statement on Form S-4 filed by Dragoneer with the SEC, those included under the header “Risk Factors” in the final prospectus of Dragoneer related to its initial public offering and those under the heading “Summary Risk Factors” in the investor presentation filed as Exhibit 99.3 to Dragoneer’s Current Report on Form 8-K filed on July 23, 2021. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In addition, you are cautioned that past performance may not be indicative of future results. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements in making an investment decision or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this communication.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.