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Brent Lang President and CEO Justin Spencer Chief Financial Officer Investor Presentation February 2019

Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Page 1: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

Brent Lang

President and CEO

Justin Spencer

Chief Financial Officer

Investor PresentationFebruary 2019

Page 2: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

© 2 0 1 9 V O C E R A C O M M U N I C A T I O N S . A L L R I G H T S R E S E R V E D . 2

Forward-Looking Statements

Safe Harbor and Other Information

This presentation contains “forward‐looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. We intend for such forward‐looking statements to be covered by the safe harbor provisions for forward‐looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Forward‐looking statements include information concerning the market shifting to Vocera, the components of our mission, our accelerating operating leverage and target operating leverage model, our strategic evolution, enablement of real-time healthcare system and potential future products, capabilities and services.

Forward‐looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,”“believes,” “could,” “seeks,” “estimates”, “targets,” “guidance,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,”“prospects,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms, although not all forward‐looking statements contain these identifying words. Forward‐looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward‐looking statements. We cannot guarantee that we will achieve the plans, intentions, or expectations disclosed in our forward‐looking statements, and you should not place undue reliance on our forward‐looking statements.

Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. We undertake no obligation, and do not intend, to update these forward‐looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter. For a more complete discussion of factors that could materially affect our financial results and operations, please refer to our Quarterly Report on Form 10-K for the period ended December 31, 2017 that we have filed with the SEC, including Part II, Item 1A, “Risk Factors,” and other reports that we file with the SEC. Copies of reports we file with the SEC are posted on our website and are available from us without charge.

This presentation shall not constitute an offer to sell or a solicitation of an offer to purchase securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which or to any person to whom such an offer, solicitation or sale would be unlawful. This presentation is strictly confidential and is being made solely in reliance on applicable exemptions from the registration requirements of the Securities Act of 1933. The securities of the Company have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws. Any purchaser of such securities will be deemed to have made certain representations and acknowledgments, including, without limitation, that the purchaser is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933.

Statement Regarding Use of Non-GAAP Financial Measures

This presentation contains certain non-GAAP financial measures. For a presentation of the most directly comparable financial measures calculated in accordance with GAAP, and a reconciliation of these non-GAAP measures to the GAAP measures, please see the appendix.

The non-GAAP financial measures we present are in addition to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP. We encourage investors to carefully review our results of operations under GAAP in addition to the non-GAAP information we present to more fully understand our business.

Page 3: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

© 2 0 1 9 V O C E R A C O M M U N I C A T I O N S . A L L R I G H T S R E S E R V E D . 3

Quality

Enhance how care

is provided to help

patients to achieve

better outcomes

Cost

Increase operational

efficiencies

Patient-Centered

Improve patient

experience by allowing

caregivers to be Patient

Centered

Resiliency

Improve caregiver

experience by

improving workflow

and empowering

teams

Vocera MissionWe simplify and improve the lives

of healthcare professionals,

patients, and families

Page 4: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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YoY Revenue Growth

$104

$132

$166

$180

Our Opportunity

-13%A-EBITDA

FY14

-3%A-EBITDA

FY15

8%A-EBITDA

FY16

10%A-EBITDA

FY17

Large global market

opportunity

Market leader with

compelling ROI

Product innovation

driving growth

Significant operating

leverage

Large health system

success

12%FY18

$95

Notes

• A-EBITDA is non-GAAP, see appendix for reconciliation.

Page 5: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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PAST PRESENT

Strategic Evolution

FUTURE

Communications

Badge-Centric

Point Product

Department Sale

Clinical Workflow

Software-Centric

Complete Solution

Hospital Sale

Real Time Health System

Hybrid Cloud Architecture

Platform Ecosystem

Health System Sale

Page 6: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Redefining a Category

Navigation

BEFORE

AFTER

Entertainment Healthcare

Page 7: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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The Hospital Communications Evolution

One-to-

everyone

Device-to-

device

Person-to-role, Person-to-group

Clinical system-to-role/group

Context for real-time situational awareness

Overhead

paging

Yelling

Phone-to-phone

Phone-to-pager

Enable people

to find who they

need

System event

triggers alerts sent

using Intelligent

rules

Situational awareness

delivers the right

information to the

right people

7

Page 8: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Alerts

Alarms

Messaging

Voice

• Noisy care environment

• Information overload

• Alarm fatigue

• Delays in response time

Today’s Clinical Communication Environment

Lack of Central Control

Page 9: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Evolution of Hospital Communications

BEFORE

Clinician Tool Belt

Pager, phone, smartphone,

badge, RTLS badge etc…

Smartphone Applications

25 notifications for each system

– working independently

AFTER

1 3

5

21

7

5

3

5

VOCERA

Holistic Consolidation

Delivers only actionable events

to the appropriate caregiver(s)

on the device of choice

Page 10: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Enabling a Real-Time Healthcare System

Nurse Call

EHR

Patient

Monitoring

Medical

Device

SYSTEMS AND DEVICES

Physician

Nurse

Nurse Supervisor

Hospitalist

House Keeping

CARE TEAM

Alarms Text Alerts VoiceData

Page 11: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Post AcuteAmbulatoryHospitals

Clinical Communication

Secure Text Messaging

Alarms & Notifications

Real Time Health System Across the Care Continuum

Experience Monitoring

Patient’s Home

Today Analytics

Vocera Software Platform

• Voice Assistant

• Next-Generation Nurse Call

• Patient Throughput

• Healthcare IoT

• Interactive Patient Care

• On Call Scheduling

Potential Future

• Real-Time Location Systems

• AI / Predictive Analytics

Page 12: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Compelling Return on Investment

10 minute savings

per nurse per shift

Bed turnover rates up 50%

OR revenues up $780,000

350 more annual

OR capacity hours

4,000 annual ED

hours recaptured

Response times down from

2 minutes to 9 seconds

35% overall satisfaction

rating improvement

25% improvement in

HCAHPS scores

Fall related injuries down 60%;

estimated $1.27 million savings

Operational EfficiencyPatient Safety and Satisfaction

Page 13: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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U.S. Army

Medical

Command

(MEDCOM)

Health System Success

Page 14: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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6,986 Hospitals in the U.S.(1)

Large Global Market Opportunity

(1) Based on Definitive US Healthcare Database. As of December 31, 2017*Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers

~$6 Billion Global Market Opportunity

1118

5220

Vocera Hospitals US Hospitals

18% U.S. Penetration Rate(1)

(6338 Total US Hospitals)

~130 new healthcare facilities in 2017

U.S. Hospitals 1118 (1) U.S. Healthcare 100

(non hospital)

International Healthcare

Facilities ~250

Global Non-Healthcare

Facilities ~250

Federal Hospitals1

Vocera* Total1

VA 73 164

DoD 21 46

Total 94 210

Page 15: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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33%

21%

35%

11%

% 2018 Revenue1

* %’s are of the specific category, not company revenue.

Greater than 50% of

revenues are recurring

High visibility

Low customer

concentration

95% + Maintenance

Renewal Rate

Devices 44% recurring*

Software~10% subscription*

Software MaintenanceAll recurring*

Professional Services15%+ recurring*

Diversified Revenue, High Visibility

Page 16: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Actual

2014 2015 2016 2017 2018

Gross Margin 63% 64% 65% 65% 66%

R&D % of Revenue 17% 15% 13% 15% 16%

S&M % of Revenue 47% 41% 35% 31% 30%

G&A % of Revenue 13% 12% 11% 10% 9%

Opex % of Revenue 77% 68% 58% 56% 55%

Adjusted EBITDA (13%) (3%) 8% 10% 12%

Operating Leverage Drives Significant Value

16

Target Model

68%

12%

29%

8%

49%

20%

Sales

Notes

• All numbers are non-GAAP, see appendix for reconciliation.

Drivers

Page 17: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Thank you

Page 18: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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Appendix

Page 19: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA Q4’18 and Q4’17

Three months ended December 31, Year ended December 31,

2018 2017 2018 2017

GAAP net income (loss) $ (1,101 ) $ 374 $ (9,674 ) $ (10,897 )

Add back:

Stock compensation expense 5,487 4,992 20,964 18,196

Acquisition related expenses 40 260 310 1,269

Interest income (1,174 ) (178 ) (2,971 ) (549 )

Interest expense 2,138 — — 1

,

0

0

8

,

0

5,241 — —

Depreciation and amortization expense 1,994 1,888 7,662 7,643

Provision for (benefit from) income taxes 144 (291 ) (351 ) 759

Non-GAAP adjusted EBITDA $ 7,528 $ 7,045 $ 21,181 $ 16,421

Page 20: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA Q3’18 and Q3’17

Page 21: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA Q2’18 and Q2’17

Page 22: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA Q1’18 and Q1’17

Page 23: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA 2014-2017

Page 24: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP Reconciliations of Net Income to Adjusted EBITDA 2014-2017

Page 25: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP GM & Opex Reconciliation 2017 & 2016 under ASC 606

Page 26: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP GM & Opex Reconciliation 2017 & 2016 under ASC 605

Page 27: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP Reconciliation 2015

Page 28: Investor Presentation...As of December 31, 2017 *Federal numbers are for acute care hospitals, do not include clinics or ambulatory care centers ~$6 Billion Global Market Opportunity

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GAAP to Non-GAAP GM & Opex Reconciliation 2014

(a) This adjustment reflects the accounting impact of non-cash stock-based compensation expense. (b) This adjustment reflects the accounting impact of acquisitions in 2010, 2014,

and 2016 in non-cash expense. (c) This adjustment reflects the costs associated with the acquisition in 2016.