#1opentext TM Investor Presentation NASDAQ: OTEX | TSX: OTEX November 5, 2020 98#2Safe Harbor Statement This presentation may contain forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and created under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended, the Securities Act (Ontario) and Canadian securities legislation in each of the provinces of Canada. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When we use words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would", "will" and variations of these words or similar expressions, we do so to identify forward-looking statements. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are based on certain assumptions and involve known and unknown risks as well as uncertainties, which include actual and potential risks and uncertainties relating to the ultimate spread of COVID-19, the severity of the disease and the duration of the COVID-19 pandemic. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. A number of factors may materially affect our business, financial condition, operating results and prospects. For additional information with respect to risks and other factors which could occur, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission and other securities regulators. Any one of these factors may cause our actual results to differ materially from recent results or from our anticipated future results. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. opentext™ OpenText Confidential. ©2020 All Rights Reserved. 2#3Q1 Fiscal 2021 Financial Results opentext™ OpenText Confidential. ©2020 All Rights Reserved. 3#4Q1 Fiscal 2021 Financial Highlights With Y/Y Comparisons Trailing Twelve Months (TTM) Ending Q1 FY'21 Q1 FY'21 $804.0M ▲ 15.4% 14.5% in CC Total Revenues ▲ 11.0% Total Revenues $3.22B 11.7% in CC ARR(1) $670.4M 83.4% ▲ 22.0% ARR(1) $2.55B 79.4% ▲ 16.9% 21.4% in CC 17.6% in CC of Total Revenue of Total Revenue ▲ 43.7% ▲ 34.6% Cloud Revenues $341.0M Cloud Revenues $1.26B ▲ 43.4% in CC ▲ 35.2% in CC A-EBITDA(2) $342.3M 42.6% (margin) ▲ 34.7% A-EBITDA (2) 32.1% in CC $1.24B 38.4% (margin) ▲ 11.5% 11.9% in CC Non-GAAP Earnings Per Share (2) ▲ 39.1% $0.89 35.9% in CC Non-GAAP Earnings Per Share(2) ▲ 12.1% $3.14 12.5% in CC Free Cash Flows (2), (3) $218.6M ▲ 84.0% Free Cash Flows (2),(3) $981.6M ▲ 25.1% opentext™ 2. 1. Annual recurring revenue is defined as the sum of cloud services and subscriptions revenue and customer support revenue. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. OpenText Confidential. ©2020 All Rights Reserved. 4 Free Cash Flows = Operating Cash Flows minus Capital Expenditures (or "Additions to property & equipment" in the Statement of Cash Flow).#5Q1 FY'21 Revenue Breakdown Total Revenue Mix Total Revenue by Geography 8% 9% 41% 42% 28% 9% O 63% ARR by Industry (1) 9% 9% 3% 5% 7% 23% 11% 15% 18% ■Cloud Services & Subscriptions ■Customer Support License Professional Service & Other ■ Americas ■ ЕМЕА ■ APJ Financial ■ Services Consumer goods ■Technology ■ Public Sector Healthcare Basic materials and conglomerates Industrial goods ■ Utilities opentext™ 1. Excludes XMedius. OpenText Confidential. ©2020 All Rights Reserved. LQ 5#6Q1 F'21 Customer Wins Business Network SEPHORA Sephora is a leader in prestige omni-retail, with more than 500 stores across the Americas, plus over 600 locations inside JCPenney. With the OpenText Active Intelligence platform, Sephora will be able to ramp up a program to reach more than 350 brands across their portfolio. Content Services ECMWF The European Centre for Medium-Range Weather Forecasts (ECMWF) provides world-leading, numerical weather predictions. A longtime OpenText customer, ECMWF integrated OpenText Core Share with its existing Content Suite solution. ON ON freshdirect ON Semiconductor Department for Work & Pensions Petv Cyber Resilience Texas A&M University is a public research university in College Station, Texas. The organization purchased Carbonite Endpoint to better centrally manage all endpoints for their College of Architecture. Digital Experience SOUTHERN CALIFORNIA EDISON® An EDISON INTERNATIONAL ® Company As one of the nation's largest electric utilities, Southern California Edison delivers power to 15 million people. Southern California Edison is leveraging OpenText Exstream to continue to manage business critical print customer communications and will soon expand to include email communications. securex PLEX® DEPARTMENT OF Managed Health Care LAB HERITAGE EXPRESS, INC Morrisons Since 1899 1828 University of Central Lancashire UCLan opentext™ OpenText Confidential. ©2020 All Rights Reserved. 6#7FY'21 OpenText Total Growth Strategy (1) FY'20 Actual(2) $1,157.7 Cloud $1,275.6 Customer Support $2,433.3 ARR $402.9 License $273.6 $3,109.7 Prior Y/Y Expected % Growth New Y/Y Expected % Growth Low double-digit Constant Mid double-digit Low single-digit Mid-single digit High single-digit Decline Professional Service Decline Total Revenue New M&A opentext™ 1. As of November 5, 2020. 2. All dollars in USD millions. Decline Decline Constant Constant to low single-digit Additive Additive OpenText Confidential. ©2020 All Rights Reserved. 7#8FY'21 Target Model Revenue Type: Cloud Services and Subscriptions Customer Support Annual Recurring Revenue (ARR) License Professional Services and Other Non-GAAP Gross Margin Cloud Services and Subscriptions Customer Support License Professional Services and Other Non-GAAP Gross Margin (1) Non-GAAP Operating Expenses: Research & Development Sales & Marketing General & Admin Depreciation A-EBITDA Margin(1) Interest and Other Related Expense (USD millions) Adjusted Tax Rate (2) Capital Expenditures (USD millions) Fiscal 2020 Results Prior Fiscal 2021 Model (3) New Fiscal 2021 Model (3) 37.2% 41% -43% 41% -43% 41.0% 38% -42% 38% -42% 78.2% 80% - 82% 81% - 83% 13.0% 10% - 13% 9% -12% 8.8% 6% -9% 6% -9% 61.3% 63% - 65% 63% - 65% 90.4% 89% - 91% 89% - 91% 97.2% 96%-98% 96% - 98% 22.7% 18% - 20% 20% -22% 74.5% 74% - 76% 74% - 76% 11.7% 12% - 14% 12% - 14% 18.5% 18% - 20% 18% - 20% 7.3% 6% - 8% 6% - 8% 2.9% 2% - 4% 2% - 4% 36.9% 37% -38% 37% -38% $146.4 14% $73 $157 - $162 14% $85 - $95 $147 - $152 14% $85 - $95 OpenText Confidential. ©2020 All Rights Reserved. 8 opentext™ 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. 3. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. This model is not guidance.#9Q2 FY'21 Quarterly Factors (1) Externalities COVID-19 health, financial and societal crisis Industry and supply chain disruption Global geopolitical including post-US elections Volatile macro environment Company Specific Expect Q2 q/q: • Total Revenue constant • Favorable FX up to $3M Annual Recurring Revenue (ARR) constant • Adjusted EBITDA dollars to decline low-single digits Our business is annual, and quarters will vary opentext™ 1. The Q2 Quarterly Factors are anticipated quarterly variances that do not reflect OpenText's annual business. OpenText Confidential. ©2020 All Rights Reserved. 9#10FY'23 Aspirations opentext™ A-EBITDA Free Margin Cash Flow 38%-40% $0.9B-$1.0B We plan to invest any profit above 40% A-EBITDA into growth initiatives OpenText Confidential. ©2020 All Rights Reserved. 10#11Strong Cash Flow and Balance Sheet Cash Generated for Total Shareholder Return TTM Q1 FY'21 (US$ M) Trended Consolidated Net Leverage Ratio (1) Operating Cash Flows $1,051 Carbonite 2.61x 2.30x Less: CapEx $69 2.01x 1.86x 1.89x Acquisition Closing 2.28x 2.25x 2.04x 1.82x 1.72x 1.70x Free Cash Flows $982 1.53x 1.48x Less: Principal $10 Less: Dividends $189 Cash Generated for Corporate Purposes (2) $783 Q1 FY'18 Q2 FY'18 Q3 FY'18 Q4 FY'18 Q1 FY'19 Q2 FY'19 Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Q3 FY'20 Q4 FY'20 Q1 FY'21 opentext™ 1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 2. Corporate purposes may include M&A, debt repayment, share repurchases, or other initiatives. OpenText Confidential. ©2020 All Rights Reserved. 11#12Current Liquidity (US$ M) Strong Liquidity and Cash Position Total cash & short-term investments at $1.846B (Sept. 30, '20) (2) Cash Balance Trend Total Available & Committed Liquidity(1)(2) $1,996 2,000 1,800 1,600 1,846 1,693 1,453 1,400 1,200 999 941 1,000 788 765 800 675 595 600 400 200 Capital Expenditures as % of Total Revenue (FY'14 to Q1 FY'21 TTM) 4.5% 4.2% 4.0% 3.8% 3.7% 3.5% 3.5% 3.0% 2.6% 2.5% 2.3% 2.2% 2.2% 2.0% 1.5% 1.0% 0.5% 0.0% FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 Q1 FY'21 (TTM) opentext™ 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $150m as of September 30, 2020. 2. Subsequently in October 2020, we repaid the $600M drawn under the Revolver using cash at hand. Millions USD Q1 FY'19 Q2 FY'19 Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Q3 FY'20 Q4 FY'20 Q1 FY'21 Debt Maturity Profile(2) 1000 900 933 900 900 850 800 700 150 600 500 400 300 600 200 100 10 10 10 10 10 0 CY'20 CY'21 CY'22 CY'23 CY'24 CY'25 CY'26 CY'27 CY'28 CY'29 CY'30 ■TLB Drawn RCF Undrawn RCF Senior Notes OpenText Confidential. ©2020 All Rights Reserved. 12#13Strategy opentext™ OpenText Confidential. ©2020 All Rights Reserved. 13#14The world runs on information From the debate on truth, to a global pandemic response, to a modern civil rights movement, the fact is, information is more important than ever. DO nc 85.56#15OpenText: The Information Management Leader About OpenText The Market Leader in Information Management market Business Network Content Services Cyber Resilience Digital Experience Total Growth drives share gains Durable, resilient, predictable business (83% ARR)(1) Expanding EBITDA margins Strong Free Cash Flows (FCF) (2) and Balance Sheet Target dividend payout of -20% of TTM FCF Value Creation Playbook Organic Growth + Accretive Acquisitions + Cloud Growth + ARR Growth + Margin Expansion + Cash Flow Growth + Dividends + Share Repurchase Plan (3) Innovation Reinvest for Growth Capital Structure and Allocation ARR as a percentage of Total Revenues for the quarter ended September 30, 2020. TM 2. Free Cash Flows = Operating Cash Flows minus Capital Expenditures (or "Additions to property & equipment" in the Statement of Cash Flow). On November 5, 2020, Open Text announced a Repurchase Plan to purchase, from time to time over 12 months, if considered advisable, up to an aggregate of $350M of its common shares. No assurance can be given as to the precise number of shares, if any, that will ultimately be purchased under the Repurchase Plan. OpenText Confidential. ©2020 All Rights Reserved. 15 opentext™#16The OpenText Business System Total Growth ROIC Retain Strategic Acquisitions Integration Information Management Grow Acquire Customer Driven Innovation Systems, Tools, Methods Operational Excellence OpenText The Information Company Diligence Best Teams Win Capital Investment, Dividends, Shareholder Return پسرا Disciplined Capital Allocation opentext™ Value Orientation Key Metrics ARR, A-EBITDA $, FCF OpenText Confidential. ©2020 All Rights Reserved. 16#17Proven Durable Business Model Growing ARR and Expanding Margin ARR % of Total Revenues A-EBITDA (1) 54.2% Margin License % of Total Revenues 29.7% 26.1% (1),(2) 78.2% FY'21 Model: 81%-83% 36.9% FY'21 Model: 37%-38% 13.0% FY'21 Model: 9%-12% FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 opentext™ 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. OpenText Confidential. ©2020 All Rights Reserved. 17 2. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results.#18Driving Shareholder Returns Continued Investment in Growth Initiatives Capital Efficiency • Cloud Migration Cyber-Resilience - Bundle, Cross-Sell, Integrate Accelerated sales coverage and product innovation High-teens ROIC(1) Self-funding M&A model Business Predictability FY'20 78.2% ARR FY'21 Target Model of 81% to 83% Return of Capital • Over $1 billion in dividends since FY'13(2) + Share Repurchase Plan (3) opentext™ Please see OpenText Q4 F'20 Financial Results Presentation for definition of ROIC, August 6, 2020. Includes dividends declared on November 5, 2020 payable to shareholders on December 22, 2020. 3. On November 5, 2020, OpenText announced a Repurchase Plan to purchase, from time to time over 12 months, if considered advisable, up to an aggregate of $350M of its common shares. No assurance can be given as to the precise number of shares, if any, that will ultimately be purchased under the Repurchase Plan. OpenText Confidential. ©2020 All Rights Reserved. 18#19Demand Drivers 1 Digital Acceleration 2 Global Supply Chain Restructuring opentext™ opentext Cloud TM 3 4 5 Work From Anywhere Direct to Consumer (Contactless and Direct) Security (Cloud and Edge) OpenText Confidential. ©2020 All Rights Reserved. 19#20Leadership in Information Management Information BUSINESS NETWORK ADVANCED DIGITAL EXPERIENCE INFORMATION ADVANTAGE CONTENT SERVICES TECHNOLOGY CYBER RESILIENCE о Management 6 Total Revenue Growth in CC 9.7% 3.8% 3,000 19.7% 2,500 27.0% 19.0% 2.8% 2,000 Consecutive 1,500 Years of Y/Y Growth 1,000 500 0 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 opentext™ 89 of the world's largest 100 companies are OpenText customers OpenText Confidential. ©2020 All Rights Reserved. 20#21Nestlé Using OpenText's Business Network Information helps Nestlé optimize supply chain operations "Nestlé has leveraged the OpenText Business Network for almost a decade to help optimize our supply chain operations from an IT standpoint. Like many other companies, Nestlé is working through the COVID-19 crisis and appreciates the support and willingness of OpenText to work diligently with us during these challenging times." Ravindranath (Ravi) Arunasalam, Director Partner Productivity & Delivery, Business Solution Integration, Nestlé NestleⓇ® Products: OpenText B2B Managed Services Active Intelligence Active Invoices with Compliance Active Orders opentext™ OpenText Confidential. ©2020 All Rights Reserved. 21#22Agility Using Open Text's Content Services Information makes Agility more responsive. "Visibility into supply has been critical to helping us navigate the disruption brought by the COVID-19 pandemic. OpenText has helped us optimize customer service, allowing us to focus on getting goods to market." Deepak Sharma, Global IT Director, Business Solutions & Support, Agility Agility Products: OpenText Documentum OpenText Documentum XCP OpenText InfoArchive OpenText Intelligent Capture OpenText Professional Services opentext™ OpenText Confidential. ©2020 All Rights Reserved. 22#23Switch Using OpenText's Cyber Resilience Information accelerates digital transformation at Switch "The OpenText solution has helped us categorize, streamline, de-duplicate, thread, and then prioritize the data in a way that would not otherwise be possible. OpenText has helped us deliver 50% faster than the other providers we used previously." Sam Castor, EVP, Policy and Deputy General Counsel, Switch switch Products: OpenText Axcelerate OpenText EnCase eDiscovery OpenText Insight OpenText Professional Services opentext™ WANT SFARE OpenText Confidential. ©2020 All Rights Reserved. 23#24RBC Using OpenText's Digital Experience Information enables compelling digital experiences at RBC "We chose OpenText to deliver compelling digital experiences for our customers and employees and AWS is a central plank of our cloud infrastructure. It is great to see these companies working together to build strong managed services and support options for their joint customers." Patrick Chiu, Director, Enterprise Content Services, Digital Workplace Solutions, Corporate Systems, RBC RBC Products: OpenText TeamSite OpenText LiveSite opentext™ OpenText Confidential. ©2020 All Rights Reserved. 24#25Total Growth Strategy Retain opentext™ Information Management Acquire Grow ARR as a percentage of Total Revenues for the quarter ended September 30, 2020. 2. For the quarter ended September 30, 2020. Retain ● 83% ARR(1) 94% Customer Support renewals (2) Grow ● . Acquire Growing Sales Breadth and Depth Product Innovation Accretive Acquisitions • On Operating Model in 12 Months OpenText Confidential. ©2020 All Rights Reserved. 25#26Retain: Our World Class Customer Base opentext™ Annual Recurring Revenue (US$ M) 136% $1,080 $2,554 FY'14 Q1 FY'21 TTM 1. Excludes Carbonite. Q1 FY'2021 Key Metrics Renewal Rates(1); Cloud: Mid 90%'s Off Cloud CS: 94% 91% Customer Support Gross Margin Retain OpenText Confidential. ©2020 All Rights Reserved. 26#27FY'21 Key Growth Initiatives 1 Accelerate Product Innovation 2 Continued Migration to Open Text Clouds Growth Initiatives 3 Broaden and Deepen Sales Coverage opentext™ 4 Leverage Cyber Resilience Grow OpenText Confidential. ©2020 All Rights Reserved. 27#28Accelerate Product Innovation opentext™ Past Business Network Content OpenText Clouds Experience </> Developer Modern cloud-based microservices architecture Simplified sales and customer engagement Improved speed of customer deployment Security & Protection Seamless upgrade Present Product Releases Every 90 Days Grow OpenText Confidential. ©2020 All Rights Reserved. 28#29Continued Migration to the OpenText Clouds Cloud is our largest revenue contributor Content Experience Business Network opentext™ All OpenText software launched as a Service with APIs </> Developer Security & Protection Grow OpenText Confidential. ©2020 All Rights Reserved. 29#30Broaden & Deepen Sales Coverage Enterprise Solutions SMB & Consumer Solutions Direct Strategic Partners Channel Partners Д Да SAP R aws 2,000+ Field Facing Professionals E Google Cloud Online & Retail 101 16,000+ Partners 7M+ Consumers GOAL Double coverage of Global 10K from 40% to 80% in next 3 years through Direct and Partners (1) GOAL opentext™ 1. Target made on OpenText's Investor Day 2019, Sept. 6, 2019. Grow the number of partners and breadth of products offered through the channel Grow OpenText Confidential. ©2020 All Rights Reserved. 30#31Leverage Cyber Resilience Bundle: Carbonite & Webroot offerings Cross-Sell: to our Enterprise Customers !! Grow: RMM and MSP Partners (1) Unified Endpoint Platform 21.2 (April '21) $ Grow 1. RMM - Remote Monitoring and Management, MSP – Managed Service Provider. opentext™ OpenText Confidential. ©2020 All Rights Reserved. 31#32Acquire: Our M&A Criteria 公 Retain Information Management Acquire Grow Leadership in Key Markets $ Financially Compelling A Value for Customers Mission Critical Large Install Base & Cross- Sell Opportunities Strong IP Portfolio Acquire Solid Track Record of Free Cash Flows and High-Teens ROIC(1) Please see OpenText Q4 F'20 Financial Results Presentation for definition of ROIC, August 6, 2020 opentext™ OpenText Confidential. ©2020 All Rights Reserved. 32#33Track Record of Shareholder Returns Dividends Paid (1) (US$ million) $188.7 $168.9 +153% $145.6 $120.6 $99.3 $87.6 $74.7 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 Over $1 Billion in Dividends since FY13 (1) Q1 FY21 Dividend increase of 15% to 20.08 cents per common share(2) + Share Repurchase Plan(3) 1. Dividend amount includes one quarter of dividends paid in Q4 FY13 and Q1 FY21 dividend declared payable on December 22, 2020. opentext™ 2. On November 5, 2020, the Board declared a cash dividend increase of 15% from $0.1746 to $0.2008 per common share. OpenText Confidential. ©2020 All Rights Reserved. 33 3. On November 5, 2020, Open Text announced a Repurchase Plan to purchase, from time to time over 12 months, if considered advisable, up to an aggregate of $350M of its common shares. No assurance can be given as to the precise number of shares, if any, that will ultimately be purchased under the Repurchase Plan.#34Executive Leadership Team (ELT) Mark J. Barrenechea Madhu Ranganathan CEO and CTO EVP, CFO Muhi Majzoub EVP, Gordon Davies Chief Product Officer EVP, CLO & Corporate Ted Harrison EVP, Sales James McGourlay EVP, Customer Operations Development Savinay Berry SVP, Cloud Service Delivery opentext™ Lou Blatt SVP, Prentiss Chief Marketing Officer Donohue SVP, Partners & Alliances Paul Duggan SVP, David Jamieson SVP, Doug Parker SVP, Revenue Operations CIO Corporate Development Craig Stilwell EVP, SMB & Consumer Sales Brian Sweeney SVP, CHRO OpenText Confidential. ©2020 All Rights Reserved. 34#35Information Makes Us More Information fuels knowledge. When we know more, only then can we understand, achieve, do and be more. opentext™ DIC ia OpenText Confidential. ©2020 All Rights Reserved. 35#36Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non- GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus, it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its Consolidated Financial Statements, all of which should be considered when evaluating the Company's results. The Company uses these Non-GAAP financial measures to supplement the information provided in its Consolidated Financial Statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below. The Company's management believes that the presentation of Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain nonoperational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP. The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special Charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends. In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. See historical filings, including the Company's Forms 10-K, 10-Q and 8-K for reconciliations of certain Non-GAAP measures to U.S. GAAP-based financial measures. opentext™ OpenText Confidential. ©2020 All Rights Reserved. 36#37Summary of Quarterly Results with Constant Currency Q1 FY21 Q1 FY20 $ Change % Change Q1 FY21 in CC* % Change in CC* (in millions, except per share data) Revenues: Cloud services and subscriptions $341.0 $237.3 $103.7 43.7 % $340.2 43.4 % Customer support 329.4 312.3 17.1 5.5 % 327.1 4.8 % Total annual recurring revenues** $670.4 $549.6 $120.8 22.0 % $667.3 21.4 % License 68.5 77.9 (9.4) (12.0) % 67.1 (13.8) % Professional service and other 65.1 69.4 (4.3) (6.2) % 63.6 (8.5) % Total revenues $804.0 $696.9 $107.1 15.4 % $798.0 GAAP-based operating income $182.4 $132.5 $49.8 37.6 % N/A Non-GAAP-based operating income (1) $320.4 $234.0 $86.4 36.9 % $313.9 14.5 % N/A 34.2 % GAAP-based EPS, diluted $0.38 $0.27 $0.11 40.7 % N/A N/A Non-GAAP-based EPS, diluted (1)(2) $0.89 $0.64 $0.25 39.1 % $0.87 35.9 % GAAP-based net income, attributable to OpenText $103.4 $74.4 $29.0 38.9 % N/A N/A Adjusted EBITDA(1) $342.3 $254.2 $88.1 34.7 % $335.7 32.1 % Operating cash flows $233.9 $137.4 $96.5 70.2 % N/A N/A Free cash flows (1) $218.6 $118.8 $99.8 84.0 % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements. *CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. ** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. opentext™ OpenText Confidential. ©2020 All Rights Reserved. 37#38Reconciliation of Selected Non-GAAP Measures | Q1 F21 Three Months Ended September 30, 2020 (in '000s USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) GAAP GAAP % of Total Revenue Adjustments FN Non-GAAP Non-GAAP % of Total Revenue $ 112,624 $ (836) (1) $ 111,788 29,194 (442) (1) 28,752 46,581 (517) (1) 46,064 58,037 (58,037) (2) 555,088 69.0% 59,832 (3) 614,920 76.5% Operating expenses Research and development Sales and marketing General and administrative 93,903 (2,342) 132,400 (4,057) 56,189 (3,542) Amortization of acquired customer-based intangible assets 54,993 (54,993) Special charges (recoveries) 13,244 (13,244) (4) = = = @ $ 91,561 128,343 52,647 GAAP-based income from operations / Non-GAAP-based income from operations 182,356 138,010 (5) 320,366 Other income (expense), net 2,883 (2,883) (6) Provision for (recovery of) income taxes 42,744 (3,365) (7) 39,379 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 103,376 138,492 (8) 241,868 GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText SA 0.38 SA 0.51 (8) $ 0.89 opentext™ OpenText Confidential. ©2020 All Rights Reserved. 38#39Reconciliation of Selected Non-GAAP Measures | Q1 F21 FOOTNOTES 1 2 3 4 5 6 7 8 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based income from operations stated in dollars. Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 29% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to OpenText $ Add: Three Months Ended September 30, 2020 103,376 $ Per share diluted 0.38 Amortization Share-based compensation 113,030 0.41 11,736 0.04 Special charges (recoveries) 13,244 0.05 Other (income) expense, net (2,883) (0.01) GAAP-based provision for (recovery of) income taxes 42,744 Non-GAAP-based provision for income taxes (39,379) Non-GAAP-based net income, attributable to OpenText $ 241,868 $ SA 0.16 (0.14) 0.89 opentext™ OpenText Confidential. ©2020 All Rights Reserved. 39#40Reconciliation of Selected Non-GAAP Measures | Q1 F20 Three Months Ended September 30, 2019 (in '000s USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development GAAP GAAP % of Total Revenue Adjustments FN Non-GAAP % of Non-GAAP Total Revenue $ 102,162 $ (383) 29,387 (316) (1) 54,338 (243) (1) 40,298 (40,298) (2) = = = @ (1) $ 101,779 29,071 54,095 468,380 67.2% 41,240 (3) 509,620 73.1% 81,178 (1,221) (1) Sales and marketing General and administrative 128,618 (2,116) 51,535 (2,612) (1) Amortization of acquired customer-based intangible assets 49,158 (49,158) (2) Special charges (recoveries) 5,101 (5,101) (4) = = = @ $ 79,957 126,502 48,923 GAAP-based income from operations / Non-GAAP-based income from operations 132,513 101,448 (5) 233,961 Other income (expense), net (2,785) 2,785 (6) Provision for (recovery of) income taxes 23,091 5,154 (7) 28,245 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 74,401 99,079 (8) 173,480 GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText $ 0.27 $ 0.37 (8) $ 0.64 opentext™ OpenText Confidential. ©2020 All Rights Reserved. 40#41Reconciliation of Selected Non-GAAP Measures | Q1 F20 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 4 5 6 7 8 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based income from operations stated in dollars. Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 24% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to Open Text $ Add: Three Months Ended September 30, 2019 Per share diluted 74,401 $ 0.27 Amortization Share-based compensation 89,456 0.33 6,891 0.03 Special charges (recoveries) 5,101 0.02 Other (income) expense, net 2,785 0.01 GAAP-based provision for (recovery of) income taxes 23,091 0.09 Non-GAAP-based provision for income taxes (28,245) (0.11) Non-GAAP-based net income, attributable to OpenText $ 173,480 $ 0.64 opentext™ OpenText Confidential. ©2020 All Rights Reserved. 41#42Reconciliation of Adjusted EBITDA and Free Cash Flows (in '000s USD) GAAP-based net income attributable to OpenText Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue Adjusted EBITDA margin (% of total revenue) (in '000s USD) GAAP-based cash flows provided by operating activities Add: $ Q1 FY21 103,376 Q1 FY20 $ 74,401 42,744 23,091 39,089 32,210 58,037 40,298 54,993 49,158 22,003 20,277 11,736 6,891 13,244 5,101 (2,883) 2,785 $ 342,339 SA 254,212 $ 804,013 $ 696,888 42.6 % 36.5 % SA $ Q1 FY21 233,904 Q1 FY20 $ 137,447 $ (15,305) 218,599 (18,614) $ 118,833 (1) Defined as "Additions of property & equipment" in the Condensed Consolidated Statements of Cash Flows Capital expenditures (1) Free cash flows opentext™ OpenText Confidential. ©2020 All Rights Reserved. 42#43Reconciliation of Adjusted EBITDA | F11-F20 (in '000s USD) GAAP-based net income attributable to OpenText Add: FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 $ 123,203 $ 125,174 $ 148,520 $ 218,125 $ 234,327 $ 284,477 $ 1,025,659 $ 242,224 $ 285,501 $ 234,225 Provision for (recovery of) income taxes 12,931 12,171 29,690 58,461 31,638 6,282 (776,364) 143,826 154,937 110,837 Interest and other related expense, net 8,452 15,564 16,982 27,934 54,620 76,363 120,892 138,540 136,592 146,378 Amortization of acquired technology-based intangible assets 68,048 84,572 93,610 69,917 81,002 74,238 130,556 185,868 183,385 205,717 Amortization of acquired customer-based intangible assets 38,966 53,326 68,745 81,023 108,239 113,201 150,842 184,118 189,827 219,559 Depreciation 22,116 21,587 24,496 35,237 50,906 54,929 64,318 86,943 97,716 89,458 Share-based compensation. 11,308 18,097 15,575 19,906 22,047 25,978 30,507 27,594 26,770 29,532 Special charges (recoveries) 15,576 24,523 24,034 31,314 12,823 34,846 63,618 29,211 35,719 100,428 Other (income) expense, net 6,019 (3,549) 2,473 (3,941) 28,047 1,423 (15,743) (17,973) (10,156) 11,946 Adjusted EBITDA Total revenue Adjusted EBITDA Margin (% of total revenue) opentext™ $ 306,619 $ 351,465 $ 424,125 $ 537,976 $ 623,649 $ 671,737 $ 794,285 $ 1,020,351 $ 1,100,291 $ 1,148,080 $ 1,033,303 $ 1,207,473 $ 1,363,336 $ 1,624,699 $ 1,851,917 $ 1,824,228 $2,291,057 $ 2,815,241 $2,868,755 $ 3,109,736 29.7 % 29.1 % 31.1 % 33.1 % 33.7 % 36.8 % 34.7 % 36.2 % 38.4 % 36.9 % OpenText Confidential. ©2020 All Rights Reserved. 43#44opentext™ Thank you twitter.com/opentext in linkedin.com/company/opentext opentext.com