#1Investor Presentation November 3, 2022 NASDAQ: OTEX | TSX: OTEX#2Safe Harbor and IP Statement This presentation contains forward-looking statements or information (forward-looking statements) within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), Section 27A of the U.S. Securities Act of 1933, as amended, and other applicable securities laws of the United States and Canada, and is subject to the safe harbors created by those provisions. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would," "might," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements or information 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. Our estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to: inability to obtain required regulatory approvals for the proposed acquisition (the Acquisition) of Micro Focus International plc (Micro Focus), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect; the expected benefits of the Acquisition; the risk that a condition to closing of the Acquisition may not be satisfied on a timely basis or at all; uncertainties as to access to available financing (including refinancing of debt) on a timely basis and on reasonable terms; all statements regarding the expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management following the Acquisition, including any anticipated synergy benefits; our ability to integrate successfully Micro Focus' operations and programs, including incurring unanticipated costs, delays or difficulties; to the duration and severity of the COVID-19 pandemic, including any new strains or resurgences; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. 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. For additional information with respect to risks and other factors which could materially affect our business, financial condition, operating results and prospects, including these forward-looking statements, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings we make with the Securities and Exchange Commission (SEC) and other securities regulators. For these reasons, we caution you not to place undue reliance upon any forward-looking statements. Information regarding Micro Focus and its financial results was derived from information filed by Micro Focus with the SEC, including its Interim Results for six-months ended April 30, 2022 reported on Form 6-K, its Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F, its earnings press release for the year-ended October 31, 2021, filed on Form 6-K on February 8, 2022, and any other subsequent applicable financial information reported on Form 6-K. Information regarding Micro Focus is qualified entirely by reference to those reports. opentext™ Open Text ©2022 All rights reserved 2#3Q1 Fiscal 2023 Financial Results#4Q1 Fiscal 2023 Financial Highlights with Y/Y comparisons Strong Quarterly Enterprise Cloud Bookings (1) of $112M up 37% Y/Y, TTM $496M up 36% Y/Y Q1 FY'23 Trailing Twelve Months (TTM) Ending Q1 FY'23 Total Revenues ARR (3) 85% of Total Revenues Cloud Revenues A-EBITDA (4) 35.7% (margin) Non-GAAP Earnings Per Share (4) Free Cash Flows (4) $852.0M $891.8M in CC opentext™ $722.0M $753.6 in CC $404.7M $416.8M in CC $304.0M $319.7M in CC $0.77 $95.6M 11.2% of total revenues ▲ 2.4% 7.1% in CC (²) ▲ 4.4% 8.9% in CC ▲ 13.5% ▲ 16.9% in CC ▼ (6.0)% ▼ (1.1) % in CC ▼ (7.2)% 0.0% in CC Total Revenues ARR (3) 82% of Total Revenues Cloud Revenues A-EBITDA (4) 35.5% (margin) Non-GAAP Earnings Per Share (4) $3.51 B $3.61B in CC Free Cash Flows (4) $2.90B $2.96B in CC $1.58 B $1.61B in CC $1.25B $1.29B in CC $3.16 $821.4M 23.4% of total revenues (41.3)% 1. Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered in the period that are new, committed and incremental to our existing contracts, excluding the impact of Carbonite and Zix. 2. 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. 3. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue. 4. 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. ▲ 2.9% ▲ 5.6% in CC ▲ 4.8% ▲ 7.3% in CC ▲ 11.2% ▲ 13.0% in CC ▼ (3.9)% ▼ (0.7)% in CC (5.1)% 0.6% in CC ▲ 8.5% OpenText ©2022 All rights reserved 4#5Q1 FY'23 Customer Wins Business Network Fifth Third Bank is an Ohio-based financial institution with over $206 billion in assets. 5/3 FIFTH THIRD BANK Products: Open Text B2B Managed Services/Cloud Enterprise Business Purpose: Allows their clients to seamlessly deliver payment files in the format of their choice. Cyber Resilience S ‒‒‒‒ - TI opentext™ UNIVERSITY OF WINCHESTER University of Winchester is a public research university based in Winchester, Hampshire, England. Products: Open Text EnCase Forensic Business Purpose: Training of undergraduate and post graduate students of cyber security and cybercrime Content Services HOOGHEEMRAADSCHAP DE STICHTSE RIJNLANDEN Water Board Hoogheemraadschap De Stichtse Rijnlanden is a water board in the Netherlands maintaining dikes, clean surface water and water levels. Products: Open Text Cloud, Extended ECM for Office 365 Business Purpose: To automate processes, create a single data repository, meet regulatory requirements and enable document collaboration. Digital Experience Penn Mutual. Penn Mutual is a leader in life insurance focusing on annuities and life insurance, headquartered in Pennsylvania. Products: Open Text RightFax Connect Business Purpose: Provided a solution that delivers an on- demand platform while eliminating the need for traditional telephony. THE CITY OF CALGARY The Auto Club Group PEOPLE'S EDUCATION PRESS Alcatel-Lucent SFO nib idea ¹4. BY THE INDUSTRY FOR THE INDUSTRY serious fraud office eNGie DataExpert الأهـلي Close Brothers авк KMD NEXUS Sutter Health OpenText ©2022 All rights reserved 5#6Sustainable Growth Through Retention and Upgrades Annual Recurring Revenue (ARR) (US$M) opentext™ 114% $1,337 FY'15 $2,866 FY'22 Renewal Rate (1) 1. For the quarter ended September 30, 2022. Excludes Carbonite and Zix. Cloud 94% Customer satisfaction is a foundation for growth 0000 0000 Customer Support 95% OpenText ©2022 All rights reserved 6#7Strong Cash Flows and Balance Sheet Current Liquidity (US$) Total Cash & Committed Liquidity (1) TTM Q1 FY'23 (US$M) Operating Cash Flows Less: CapEx Free Cash Flows (³) Less: Principal(4) Less: Dividends Less: Share Buyback Cash Generated for Corporate Purposes (5) opentext™ $2.45 B $924 $103 $821 $10 $242 $177 $392 Millions USD 1.8x Q1 FY'21 1000 800 600 400 200 0 Trended Consolidated Net Leverage Ratio (²) Zix Acquisition Closing 2.0x 1.6x Q2 FY'21 10 CY'22 10 CY¹23 1.6x Q3 FY¹21 10 CY'24 1.5x Q4 FY'21 1.4x 933 Q1 FY¹22 Debt Maturity Profile (6) Q2 FY'22 CY'25 CY'26 Term Loan B CY'27 900 CY'28 Senior Notes 1.9x Q3 FY'22 850 CY¹29 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of September 30, 2022. 2. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 3. 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. 4. Excludes redemption of $850m Snr. Notes 2026 in Q2F22. As of September 30, 2022, we had no outstanding balance under the Revolver. 5. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 6. Undrawn Revolving Credit Facility of $750m matures in October 2024 2.0x Q4 FY'22 900 2.1x Q1 FY¹23 650 CY'30 CY'31 OpenText ©2022 All rights reserved 7#8Outlook#9Q2 FY'23 Quarterly Factors Externalities Inflation, supply chain and macroeconomic • Strength of US dollar ● Geopolitical (Russia) opentext™ 1. Numbers are forecasts only. ● Company Specific (¹) Expect Q2 Y/Y Revenue in constant currency: Total revenues up 4% to 5% Cloud revenues up 12% to 14% ARR up 6% to 7% FX revenue headwind of $50M to $55M Y/Y ● ● ● Expect Q2 Y/Y A-EBITDA dollars in constant currency: To be constant ● While making key investments in cloud, security and edge FX headwind of approximately $30M Y/Y Our business is annual, and quarters will vary OpenText ©2022 All rights reserved 9#10FY'23 OpenText Total Growth Strategy F'22 Actual(1) $465.8 $1,535.0 $1,331.0 $2,866.0 $358.4 $269.5 $3,493.8 opentext™ Estimated F'23 FX revenue headwind of $160M to $170M Enterprise Cloud Bookings (2) Cloud Revenue Customer Support Revenue ARR License Revenue Professional Services Revenue Total Revenue Announced M&A Updated! Y-Y Expected Growth (3) in Constant Currency 15% + 8% to 10% Constant 4% to 5% Down 8% to 10% 2% to 4% 1. All dollars in USD million. Revenues may not add up exactly to Total Revenue due to rounding. 2. Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the fiscal year that are new, committed and incremental to our existing contracts, excluding the impact of Carbonite and Zix. 3. Projected as of November 3, 2022; projection is not guidance. 3% to 4% Additive OpenText ©2022 All rights reserved 10#11FY'23 Target Model opentext™ Revenue Type: Cloud Services and Subscriptions Customer Support Annual Recurring Revenue (ARR) License Professional Services and Other Non-GAAP Gross Margin (¹); 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 Total Operating Expenses A-EBITDA Margin(1) Interest and Other Related Expense (USD millions) Adjusted Tax Rate (2) Capital Expenditures (USD millions) Fiscal 2022 Actuals 43.9% 38.1% 82.0% 10.3% 7.7% 67.0% 91.1% 96.2% 20.9% 75.6% 12.1% 18.7% 8.5% 2.5% 41.9% 36.2% $157.9 14.0% $93.1 Updated! Fiscal 2023 Model (3,4) 46% -48% 35% -37% 82% 84% 8% - 10% 7% -9% Constant 75% - 77% 12% -14% 18% - 20% 7% -9% 2% -4% 42% -44% 36.0% - 36.5% $170-$180 14.0% $80 - $90 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. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. 3. This model is not guidance. 4. Reflects the acquisition of Zix Corporation. OpenText ©2022 All rights reserved 11#12FY'25 Medium-Term Aspirations Constant Currency (1) Enterprise Cloud Bookings Growth (2) Organic Revenue Growth (3) Cloud Organic Revenue Growth (3) ARR (% of Total Revenue) A-EBITDA Margin (4) (%) Free Cash Flows (4) (FCF) Capital Allocation to Dividend Program Non-GAAP Effective Tax Rate (6) 15% + opentext™ 2% to 4% 6% to 8% 85% 37% to 39% $1.1B 20% of TTM FCF Low 20%'s Cloud Editions (CE), private cloud expertise, APIs, Titanium Strategic GROW with Open Text programs Efficient conversion of cloud bookings to revenue Cloud revenue and Customer Support renewals Upper quartile profitability while investing in cloud, security and edge Continued high conversion from A-EBITDA and working capital efficiency Prioritizing < 3x net leverage and continuation of dividend program (5) Utilization of tax attributes while enhancing current structure 1. Revenue and Cloud Bookings % are year-over-year comparisons. 2. Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered in the period that are new, committed and incremental to our existing contracts, excluding the impact of Carbonite and Zix. 3. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. 4. 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. 5. Strategy subject to change based on acquisition opportunities or other corporate purposes. 6. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. OpenText ©2022 All rights reserved 12#13Strong Track Record of Shareholder Returns Shares Repurchased ■ Dividends $17.7 FY'13 opentext™ $74.7 Approximately $1.7B returned to shareholders since FY'13 FY¹14 $87.6 FY'15 Dividends Paid and Shares Repurchased (US$M) $65.5 $99.3 FY'16 Dividends Paid (CAGR (2)): 33% $120.6 FY'17 $145.6 FY'18 I $168.9 FY'19 $188.7 FY'20 1. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 2. Since Fiscal 2013. $119.1 $210.7 FY'21 $177.0 $237.7 FY'22 OpenText ©2022 All rights reserved 13#14Free Cash Flow and Capital Allocation (1) Dividend Program (4)(5) Approximately 20% of TTM Free Cash Flows $1.35B returned to shareholders since F'13 Share buyback to be reconsidered upon deleveraging (4) FCF (3) opentext™ FCF as % of Total Revenue Open Text pre-acquisition FCF F'23E (2) (3) $725M to $750M Low 20%'s F'25E(2)(3) $1.1B Continued high conversion from A-EBITDA and working capital efficiency Deleveraging remains top priority over 8 quarters following the close of Micro Focus Acquisition $2.3B of expected debt repayment, with Net Leverage ratio reduced from 3.8x to 3x 1. Strategy subject to change. 2. Numbers and estimates (not guidance) and exclude impact of potential Micro Focus acquisition. 3. Please refer to "Reconciliation of selected GAAP-based measures to non-GAAP-based measures" included within our current and historical filings on forms 10Q, 10K and 8-K 4. Prior 33% capital allocation program included -20% of FCF for Dividend Program and -13% of FCF for share repurchases under the Normal Course Issuer Bid (NCIB) program. The NCIB expires November 11, 2022. 5. Declaration of dividend subject to board discretion Open Text ©2022 All rights reserved 14#15Micro Focus Update ✔ Commitments As announced on August 25, 2022(¹) Return Micro Focus to organic growth Accelerate Micro Focus cloud growth and improve Micro Focus renewals Leverage proven Open Text Business System to drive accretive integration of Micro Focus Provide investors with enhanced visibility into the high value business areas ✔ Upper quartile A-EBITDA and expansion ✔ Upper quartile Free Cash Flow and expansion ✔Rapid 8-quarter deleveraging program ✔Continuation of dividend program (2) opentext™ ✔ Closing Update Micro Focus shareholders approved all cash acquisition by Open Text on October 18, 2022. The Acquisition is expected to close in the first quarter of calendar 2023, subject to the satisfaction of regulatory approvals and customary closing conditions. Financing Approximately $4.6B of Committed Financing. Concurrently with the takeover announcement we entered into committed Term and Bridge Loan agreements to satisfy "certain funds" requirements under the UK Takeover Code. The Company intends to further syndicate the committed Term Loan and reduce commitments or the borrowings under the Bridge Loan by accessing the debt capital markets, each subject to market conditions.(3) 1. OpenText to Acquire Micro Focus International plc press release, 8/25/2022, https://solutions.opentext.com/corpnews and https://s23.q4cdn.com/197378439/files/doc_news/2022/OpenText-to-Acquire-Micro-Focus-Investor- Presentation.pdf 2. Dividends are subject to board discretion. 3. No assurance can be given that the Company will be able to further syndicate or access debt capital markets and this presentation does not constitute the offer or sale of any securities in any jurisdiction. OpenText ©2022 All rights reserved 15#16Our Business#17OpenText: The Information Company A 30-Year Track Record of Market Expansion and Value Creation Our Mission: We power and protect information Our Purpose: To elevate every person and every organization to gain the information advantage Our Passion: Deliver compelling innovations that provide our CUSTOMERS a competitive advantage An inclusive environment where passionate, skilled, and diverse EMPLOYEES thrive Deliver SHAREHOLDER value through growth, profits and capital efficiency improvements opentext™ Value creation 1991 Foundation out of University of Waterloo 2014 GXS: Cloud and Business Network 2005 Content Services Market 1996 IPO on Nasdaq 2005 IXOS: top SAP partnership 2019 Carbonite: new SMB/C market 1. On August 25, 2022, Open Text announced its intent to acquire Micro Focus International plc. The transaction is expected to close in the first calendar quarter of 2023. 2021 Zix: a top Microsoft SMB/C partner 30 Year History 2017 Documentum: now #1 in Content Services 2023 Micro Focus (1) 2020 Cloud Editions: Modern Cloud Platform 2022 Titanium OpenText ©2022 All rights reserved 17#18The OpenText Business System How We Create Value Our Operating Model Best Teams opentext™ Total Innovation Inclusion Total Growth Ecosystem Building Operational Excellence Sustainability Our Shareholder Value Creation Model Operating model profitability Disciplined strategic acquisitions Capital efficiency & returns Cash based returns & ROIC OpenText ©2022 All rights reserved 18#19Business 2030 Every Industry Digitally Transformed Through Information and Software Acceleration • Financial Services, Retail, CPG, Bio Tech, ● Healthcare, Smart Cities, Manufacturing Information driven transformation New Rules • Climate Innovation and The Green Ledger Social Justice, Truth & Reconciliation • Trust & Compliance opentext™ opentext INFORMATION CORE TM Generation Y/Z will dominate the workforce and expectations. • Believe in work and have control of their time, space, priorities and advancement • Instant experiences ● Human Centric Work and Workforces ● New Requirements Al to drive NEW galactic growth (more than the all the output of China and India combined) We are all software companies • We are all information companies OpenText ©2022 All rights reserved 19#20Open Text Information Vision for Business 2030 Assets Connected Processes i People Sales & Services opentext™ DATA Innovation INTERNAL PROCESSES ENTERPRISE ENGAGEMENTS ACTION opentext™ INFORMATION CORE DATA EXTERNAL PROCESSES ACTION Intelligent • Connected. Responsible ● ECOSYSTEM Bot lo T ENGAGEMENT AR/VR ● Mobile Clouds Machines Customers, Suppliers, Eco-Systems OpenText ©2022 All rights reserved 20#21Cloud Editions, Titanium and Business 2030 R11 R16 Automation Foundation opentext™ Upgrade Cloud Editions Digital Foundation Transform ● ● ● ● Titanium Intelligent Connected Responsible Prepare Business Cloud 4 Ways to Consume Business Data Integration Cloud Native Data Compliance & Trust • Information Company ● Software Company ● Business 2030 • New Requirements • New Workforces ● • ΑΓ Open Text ©2022 All rights reserved 21#22Titanium: The Open Text Cloud Platform Developer Cloud Content APIs Business Network APIs Digital Experience APIs Secure Data Management APIs Threat Intelligence APIs opentext™ Intelligent | Connected | Responsible Open Text Zone Open Text Zone | Single Sign-On | Learn, Try, Buy | Provision & Support | Resources & Enablement | Renewals ● ● opentext | Cloud Content Run Anywhere | Off-Cloud | Private Cloud | Public Cloud | API OpenText Business Clouds opentext | Cloud Business Network Open and integrated information Common platform Multi-cloud partnerships ● ● ● opentext | Cloud Experience All Cloud Editions Cloud and Edge Accessible through APIs opentext Cloud Security 80% of our investments in cloud technologies Scaled Ecosystems opentext Cloud Google Cloud Azure aws 2M Trading Partners 23,000 MSPs Connected Subscribers OpenText ©2022 All rights reserved 22#23Our Vision is Clear in Information Management Open Text Zone Single Sign-On Learn, Try, Buy Renewals Provision & Support Resources & Enablement Scaled Ecosystem MSP's Trading Partners Connected Subscribers opentext™ Private Cloud opentext Cloud Platform TM Cloud Editions Architecture with four ways to consume Off-Cloud Private Cloud Public Cloud Cloud Microservices opentext | Cloud Content Content Management Secure Viewing Customer Analytics, Al & Insights opentext | Cloud Experience Process & Collaboration Collaboration & Signature Capture & Archiving Customer Communications Voice & Contact Center opentext | Cloud Developer Capture & Digitize Search & Discover Business Clouds Ecosystem Integrations Industry Solutions Digital Fax Digital Asset Management Store & Manage Digital Business Integration Manage & Secure Identify & Access Management Endpoint Detection & Response (EDR) Developer Cloud Digital Investigations & Forensics opentext | Cloud Business Network Data Management & Security Analyze & Report Supply Chain Optimization Endpoint and Network Security Threat Intelligence Services View & Communicate Industrial IoT Solutions opentext | Cloud Security & Protection Procure-to-Pay Order-to-Cash Data Protection, Backup & Migration Email Encryption opentext™ | Magellan™ Process & Automate Protect & Secure OpenText ©2022 All rights reserved 23#24Comprehensive Go-To-Market Target Organizations Large Enterprise 1,000+ employees Mid-Market Enterprise 500-999 employees SMB/C <499 employees opentext TM Go-to-Market Motions VARS Direct Sales salesforce Global Accounts Enterprise Accounts Corporate Accounts Strategic Partners SAP G accenture amazon Channel Partners Distributors MSPs Digital RMMs Open Text 3,000+ field facing professionals Strategic partners 1M+ trading partners 22,000+ MSPs Open Text Zone OpenText ©2022 All rights reserved 24#25Partners and the Open Text Cloud Zone: Our Force Multiplier SAP Top cloud & off-cloud partner Highest growth cloud 0 aws Open Text's largest cloud platform opentext TM Google Public cloud partnership Joint GTM with Workspace salesforce Deepen relationship with joint GTM planning ● Microsoft Leading partnership with SMB/C New Partnerships Service Now Infor AT&T Cerner 22,000+ MSPs opentext™ | Cloud Zone A new digital resource zone for Open Text customers Evaluate > Use > Procure> Support > Renew > Administrate Single Sign-On Provision & Support Renewals Learn, Try, Buy Resources & Enablement OpenText ©2022 All rights reserved 25#26Strong Track Record of Financial Performance Annual Recurring Revenue (US$M) Total Revenues (US$M) 189% $1,207 FY¹12 opentext™ $3,494 FY'22 337% $657 FY'12 $2,866 FY¹22 Cloud Revenue (US$M) $0 to $1.5B $0 FY¹12 $1,535 FY¹22 A-EBITDA (1) (US$M) 260% $351 FY'12 Upper Quartile A-EBITDA Margin $1,265 FY'22 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. Free Cash Flows (1) (US$M) 269% $241 FY'12 $889 FY¹22 Open Text ©2022 All rights reserved 26#27How We Create Value Proven Track Record of Above Market Growth, Upper Quartile Profitability and FCF Returns Capital Efficiency opentext™ Total Revenue Growth Value Profitability Total Revenue Growth Profitability Capital Efficiency ● ● ● ● ● Model Organic growth, led by cloud Acquired growth High recurring revenues Upper quartile A-EBITDA margin Grow free cash flows FCF return > Cost of capital 20% of TTM FCF for dividends 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. For the year ended June 30, 2022. FCF/Average Invested Capital is calculated as FCF expressed as percent of average invested capital for the two most recent comparative fiscal year ends. Invested Capital is defined by and sourced by Bloomberg. Please refer to Bloomberg definition code RX215. Value Creation 11% 10-yr Revenue CAGR (FY'13-FY'22) 36.2% A-EBITDA margin (FY'22)(¹) 11.7% FCF/Avg Invested Capital (1) (2) Open Text ©2022 All rights reserved 27#28OpenText Zero-In. Our 2030 Pledge. The future is inclusive and sustainable opentext™ opentext Zero-In TM Zero Footprint Zero Barriers Zero Compromise ● ● ● ● • Advance Equity, Diversity and Inclusion (ED&I): Majority Diverse • 50/50 for key roles ● 40% female in leadership positions • Center on ICT Education and Training. Advance wellness & wellbeing ● Help our customers digitize Zero waste from operations by 2030 ● Science-based emissions reduction target of 50% net reduction by 2030/net-zero by 2040 ● Zero compromise on what matters most Principle-based approach Annual Report + The Open Text Way OpenText ©2022 All rights reserved 28#29The 1% Challenge Be a Climate Innovator 3 Trillion Trees in the world A tree produces 10,000 pages of paper Information Management can save 1% of the world's trees by 2030 by eliminating 300 Trillion Printed Pages ! opentext™ OpenText ©2022 All rights reserved 29#30Deeply Talented and Experienced Leadership Team Mark J. Barrenechea СЕО & СТО Menlo Park, CA opentext™ Madhu Ranganathan EVP, CFO Menlo Park, CA Paul Duggan EVP, Renewals Menlo Park, CA Muhi Majzoub EVP, Chief Product Officer Menlo Park, CA Sandy Ono EVP, CMO Menlo Park, CA Ted Harrison EVP, Enterprise Sales Menlo Park, CA Doug Parker EVP, Corporate Development Richmond Hill, ON James McGourlay EVP, International Sales Waterloo, ON Brian Sweeney EVP, CHRO Menlo Park, CA Prentiss Donohue EVP, SMB/C Sales Boulder, CO Renee McKenzie EVP, CIO Waterloo, ON Kristina Lengyel EVP, Customer Solutions Boston, MA Michael Acedo EVP, CLO & Corporate Secretary Richmond Hill, ON OpenText ©2022 All rights reserved 30#31Appendix A Use 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. Reconciliations of Non-GAAP financial measures for future periods are not provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. 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. Open Text 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. Non-GAAP-based net income and Non-GAAP-based EPS, attributable to Open Text, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income (loss), attributable to Open Text, excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue. The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non- operational 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 and most recently in response to our return to office planning, 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 Open Text'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 Annual Reports on Form 10-K, for reconciliations of certain Non-GAAP measures to GAAP measures. The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. opentext™ OpenText ©2022 All rights reserved 31#32Appendix#33Organic Growth opentext™ In US$ billions (unless indicated otherwise) Total Revenues Less: Revenues from acquisitions (2) Organic revenues Growth (decline) in organic revenues over prior year(³) Annual Recurring Revenues Less: Revenues from acquisitions (2) Organic revenues Growth (decline) in organic revenues over prior year(³) Cloud Revenues Less: Revenues from acquisitions (2) Organic revenues Growth (decline) in organic revenues over prior year(³) Customer Support Revenues Less: Revenues from acquisitions(²) Organic revenues Growth (decline) in organic revenues over prior year(³) Reported $3.49 $0.09 $3.40 0.5% $2.87 $0.09 $2.78 1.3% $1.54 $0.09 $1.45 2.9% $1.33 $0.00 $1.33 (0.3%) 1. Constant currency is defined as the current period reported revenues represented at the prior comparative period's foreign exchange rate. 2. Revenues from acquisitions refers to those revenues recognized during Fiscal 2022 from acquired businesses within one year of acquisition date. 3. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. Fiscal 2022 FX Headwind / (Tailwind) $0.04 $0.03 $0.01 $0.02 CC (1) $3.53 $0.09 $3.44 1.7% $2.89 $0.09 $2.80 2.3% $1.54 $0.09 $1.46 3.6% $1.35 $0.00 $1.35 0.9% OpenText ©2022 All rights reserved 33#34Return on Invested Capital (ROIC) ROIC (OTEX Calculation) Adj. Operating Income (after-tax) (Debt + Equity - Cash Deferred Tax) We measure our ROIC annually. It is defined as our non-GAAP net operating profit after tax, divided by our average invested capital Non-GAAP net operating profit after tax is our non- GAAP based income from operations (as previously defined), net of our non-GAAP tax rate opentext™ Invested capital is defined as our total debt, plus total equity, less the sum of total cash and total net deferred tax assets (liabilities), as they each appear on our Consolidated Balance Sheets ROIC (in US$M) Non-GAAP based income from operations Adjusted Tax Rate (%)(¹) Non-GAAP based operating income after non-GAAP tax Total Debt (incl. Current Portion of LT Debt) + Total Shareholders' Equity - Cash & Cash Equivalents - Net Deferred Tax Assets (Liabilities) = Invested Capital Average Invested Capital (Avg. Current Yr. & Prior Yr.) FY'20 17.6% $1,059 14% $911 FY'21 19.0% 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. $1,230 14% $1,058 $4,194 $3,589 $4,007 $4,099 $1,693 $1,607 $763 $689 $5,745 $5,392 FY'22 18.1% $1,177 14% $1,012 $4,220 $4,032 $1,694 $744 $5,814 $5,178 $5,569 $5,603 OpenText ©2022 All rights reserved 34#35Additional Information Disclosure requirements of the UK City Code on Takeovers and Mergers Under Rule 8.3(a) of the UK City Code on Takeovers and Mergers (the Code), any person who is interested in 1 percent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 percent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at https://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. Additional Information U.S. shareholders (and the acquired company's ADS holders) should note that the Acquisition relates to an offer for the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 of the Exchange Act and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a scheme of arrangement involving a target company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, we exercise our right to implement the Acquisition by way of a takeover offer and determines to extend the takeover offer into the United States, the Acquisition will be made in compliance with applicable U.S. securities laws and regulations, including Sections 14(d) and 14(e) of the Exchange Act and Regulations 14D and 14E thereunder. Such a takeover offer would be made in the United States by us or our wholly-owned subsidiary and no one else. opentext™ Open Text ©2022 All rights reserved 35#36Summary of Quarterly Results with Constant Currency (In millions U.S. dollars, except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues** License Professional service and other Total revenues GAAP-based operating income Non-GAAP-based operating income (1) GAAP-based net income (loss), attributable to OpenText GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) Q1 FY'23 $404.7 317.4 $722.0 62.5 67.5 $852.0 $146.4 $280.9 ($116.9) ($0.43) $0.77 $304.0 $132.0 $95.6 Q1 FY'22 $356.6 335.2 $691.8 73.5 67.0 $832.3 $182.7 $302.0 $131.9 $0.48 $0.83 $323.4 $189.7 $163.0 $ Change $48.1 (17.9) $30.2 (11.0) 0.5 $19.7 ($36.3) ($21.1) ($248.8) ($0.91) ($0.06) ($19.3) ($57.7) ($67.3) % Change 13.5 % (5.3) % 4.4 % (14.9) % 0.8 % 2.4 % (19.9) % (7.0) % (188.6) % (189.6) (7.2) % (6.0) % (30.4) % (41.3) % Q1 FY'23 in CC* $416.8 336.9 $753.7 66.4 71.8 $891.8 N/A $296.4 N/A N/A $0.83 $319.7 N/A N/A % Change in CC* 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™ 16.9 % 0.5 % 8.9 % (9.7) % 7.2 % 7.1 % N/A (1.9) % N/A N/A % (1.1) % 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. OpenText ©2022 All rights reserved 36#37Reconciliation of Selected Non-GAAP Measures | Q1 FY'23 (In '000's U.S. dollars, 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 Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income (loss) / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings (loss) per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText opentext™ $ GAAP 131,799 27,354 53,800 42,637 593,688 110,198 167,170 78,074 54,438 14,281 146,353 (189,231) 33,625 (116,929) (0.43) Three Months Ended September 30, 2022 GAAP % of Total Revenue Adjustments FN Non-GAAP 69.7% (2,033) (1) $ (567) (1) (1,525) (1) (42,637) (2) 46,762 (3) (6,854) (1) (6,859) (1) (5,370) (1) (54,438) (2) (14,281) (4) 134,564 (5) 189,231 (6) 50 (7) 323,745 (8) 1.20 (8) 129,766 26,787 52,275 640,450 103,344 160,311 72,704 280,917 33,675 206,816 0.77 Non-GAAP % of Total Revenue 75.2% OpenText ©2022 All rights reserved 37#38Reconciliation of Selected Non-GAAP Measures | Q1 FY'23 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. 3 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. 2 4 5 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. Other income (expense) also includes unrealized gains (losses) on our derivatives which are not designated as hedges, that are related to the financing of the Micro Focus Acquisition. We exclude gains and losses on these derivatives as we do not believe they are reflective on our ongoing business and operating results. 6 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 40% 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 (loss). 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 (loss) to Non-GAAP-based net income: 8 GAAP-based net income (loss), attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to OpenText opentext™ $ Three Months Ended September 30, 2022 Per share diluted (0.43) (116,929) $ 97,075 23,208 14,281 189,231 33,625 (33,675) 206,816 $ 0.36 0.09 0.05 0.70 0.12 (0.12) 0.77 Open Text ©2022 All rights reserved 38#39Reconciliation of Selected Non-GAAP Measures | Q1 FY'22 (In '000's U.S. dollars, 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 Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ GA GAAP 119,779 29,483 51,725 53,167 574,185 100,165 146,240 71,477 51,884 344 182,689 29,782 43,450 131,915 0.48 Three Months Ended September 30, 2021 GAAP % of Total Revenue Adjustments FN Non-GAAP 69.0% (907) (1) (721) (1) (1) (721) (53,167) (2) 55,516 (3) (2,934) (1) (4,610) (1) (4,041) (1) (51,884) (2) (344) (4) 119,329 (5) (29,782) (6) (6,355) (7) 95,902 (8) 0.35 (8) $ 118,872 28,762 51,004 629,701 97,231 141,630 67,436 302,018 37,095 227,817 0.83 Non-GAAP % of Total Revenue 75.7% Open Text ©2022 All rights reserved 39#40Reconciliation of Selected Non-GAAP Measures | Q1 FY'22 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. 3 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. 5 GAAP-based and Non-GAAP-based income from operations stated in dollars. 2 4 6 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. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 25% 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: 8 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to OpenText $ opentext™ Three Months Ended September 30, 2021 Per share diluted 0.48 131,915 $ 105,051 13,934 344 (29,782) 43,450 (37,095) 227,817 $ 0.38 0.05 (0.11) 0.17 (0.14) 0.83 Open Text ©2022 All rights reserved 40#41Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) GAAP-based net income (loss), attributable to OpenText Add: Provision for 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 GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) (In '000's U.S. dollars) GAAP-based cash flows provided by operating activities Add: Capital expenditures (1) Free cash flows (1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. opentext™ $ (A GA $ Q1 FY¹23 (116,929) $ 33,625 40,382 42,637 54,438 23,174 23,208 14,281 189,231 304,047 852,036 (13.7)% 35.7% Q1 FY'23 $ 131,959 $ (36,324) 95,635 $ Q1 FY'22 131,915 43,450 37,055 53,167 51,884 21,386 13,934 344 (29,782) 323,353 832,308 15.8 % 38.9% Q1 FY'22 189,669 (26,712) 162,957 OpenText ©2022 All rights reserved 41#42Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) FY'13 FY'18 FY'19 FY'20 FY'21 Adjusted EBITDA 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 GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) Free Cash Flows GAAP-based cash flows provided by operating activities (1) Add: Capital expenditures (2) Free cash flows opentext™ 29,690 16,982 93,610 58,461 27,934 69,917 68,745 81,023 24,496 35,237 15,575 19,906 24,034 31,314 2,473 (3,941) 424,125 $ 537,976 $ 1,363,336 FY'14 $ 148,520 $ 218,125 $ 234,327 $ 284,477 $ 1,025,659 $ 242,224 $ 285,501 $ 234,225 $ 310,672 6,282 76,363 (776,364) 120,892 143,826 138,540 74,238 185,868 113,201 184,118 54,929 86,943 25,978 27,594 34,846 29,211 (17,973) 1,423 $ 1,020,351 10.9 % 31.1 % $ 318,502 $ 1,624,699 13.4 % 33.1 % 417,096 FY'15 (23,107) (42,268) $ 295,395 $ 374,828 31,638 54,620 81,002 108,239 50,906 22,047 12,823 28,047 $ 623,649 1,851,917 12.7 % 33.7 % 522,055 FY'16 (77,046) 445,009 FY'17 $ 1,824,228 150,842 64,318 30,507 63,618 (15,743) $ 671,737 $ 794,285 15.6 % 36.8 % 130,556 $ 2,291,057 44.8 % 34.7 % $ 2,815,241 (70,009) (79,592) $ 453,654 $ 360,761 8.6 % 36.2 % 523,663 $ 440,353 $ 708,081 154,937 136,592 183,385 189,827 97,716 26,770 35,719 (10,156) $ 1,100,291 $ 2,868,755 10.0 % 38.4 % 876,278 110,837 146,378 205,717 219,559 89,458 29,532 100,428 11,946 $ 1,148,080 $ 3,109,736 7.5 % 36.9 % 954,536 339,906 151,567 218,796 216,544 85,265 51,969 1,748 (61,434) $ 1,315,033 $ 3,386,115 9.2 % 38.8 % 876,120 (105,318) (63,837) (72,709) (63,675) $ 602,763 $ 812,441 $ 881,827 $ 812,445 (1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. Fiscal years 2014-2020 have been adjusted retrospectively to conform to current period presentation while fiscal years 2012-2013 are presented prior to adoption of ASU 2016-18. (2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows FY'22 $ 397,090 118,752 157,880 198,607 217,105 88,241 69,556 46,873 (29,118) $ 1,264,986 $ 3,493,844 11.4 % 36.2 % 981,810 (93,109) $ 888,701 OpenText ©2022 All rights reserved 42