#1opentext™ Investor Presentation NASDAQ: OTEX | TSX: OTEX February 4, 2021#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™ Open Text Confidential. ©2021 All Rights Reserved. 2#3Q2 Fiscal 2021 Financial Results opentext™ Open Text Confidential. ©2021 All Rights Reserved. 3#4Q2 Fiscal 2021 Financial Highlights With Y/Y Comparisons Q2 FY'21 Total Revenues ARR (2) Cloud Revenues A-EBITDA (3) Non-GAAP Earnings Per Share (³) Free Cash Flows (3), (4) opentext™ 1 2 3 4. $855.6M $684.9M 80% of Total Revenues $350.5M $360.8M 42.2% (margin) $0.95 $274.8M 10.9% 8.8% in CC (¹) 21.5% 19.5% in CC 41.1% 39.6% in CC 13.8% 10.7% in CC 13.1% 9.5% in CC 46.5% Trailing Twelve Months (TTM) Ending Q2 FY'21 12.5% 12.3% in CC Total Revenues ARR(2) Cloud Revenues A-EBITDA (3) Non-GAAP Earnings Per Share (3) Free Cash Flows(3), (4) $3.30B $2.68B 81% of Total Revenues $1.36B $1.28B 38.8% (margin) $3.25 $1.07 B 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 (ARR) 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. Free Cash Flows = Operating Cash Flows minus Capital Expenditures (or "Additions to property & equipment" in the Statement of Cash Flow). 20.5% 20.4% in CC 41.1% 41.1% in CC 14.6% 13.5% in CC 14.4% 13.0% in CC ▲ 35.0% Open Text Confidential. ©2021 All Rights Reserved. 4#5Q2 FY'21 Revenue Breakdown Total Revenue by Geography Total Revenue Mix 13% 39% 7% Cloud Services & Subscriptions Customer Support opentext™ 41% ■License ■ Professional Service & Other 1. Excludes XMedius. 32% 8% Americas ■EMEA ■APJ 60% ARR by Industry (1) 9% 7% 10% 6% 10% ■ Financial ■Services ■ Technology 3% Consumer goods ■ Utilities 16% 23% 16% Public Sector Healthcare Basic materials and conglomerates Industrial goods Open Text Confidential. ©2021 All Rights Reserved. 5#6Q2 FY'21 Customer Wins Business Network FRONERI Froneri, a global ice cream company that operates in 20 countries with an employee base of over 10,000. Engaged with Open Text to build a service offering that allows them to dynamically flex their supply chain to their customers' needs. Cyber Resilience Ⓒ EVONIK Evonik Industries AG is the second largest chemicals company in Germany. Evonik purchased EnCase Endpoint Investigator, EnCase eDiscovery and Axcelerate to enhance their existing Open Text EnCase products. opentext™ Content Services Department for Work & Pensions The Dept. for Work and Pensions is the U.K. government department responsible for welfare, pensions and child maintenance policy. The organization selected Open Text Enterprise Content Services as an integral part of their process for storing and sharing highly critical and sensitive content. Digital Experience REVO HEALTH Revo Health provides value-based care solutions for physician practices and ambulatory surgery centers. Revo Health is expanding its investment in the Open Text Cloud, using Open Text technology to securely handle confidential communications. AAA The Auto Club Group MedPro Group a Berkshire Hathaway company Heraeus 4 SaskPower AUTORITEIT McCain PERSOONSGEGEVENS serco /nav// REGION SKANE SNCF RÉSEAU Open Text Confidential. ©2021 All Rights Reserved. 6#7Q3 FY'21 Quarterly Factors ● Externalities COVID-19 vaccines, health & financial crisis Industry and supply chain disruption Global geopolitical including US stimulus Volatile macro environment opentext™ Company Specific Expect Q3 y/y (all comments include FX impact): FX tailwind between $10 million to $15 million • Total Revenue constant ARR constant to slightly up Adjusted EBITDA margin % up 100-200 bps ● Our business is annual, and quarters will vary Open Text Confidential. ©2021 All Rights Reserved. 7#8FY'21 Open Text Total Growth Strategy(¹) FY'20 Actual(2) $1,157.7 $1,275.6 $2,433.3 $402.9 $273.6 $3,109.7 opentext™ Cloud Customer Support ARR License Professional Service Total Revenues New M&A 1. As of February 4, 2021. 2. All dollars in USD millions. Prior Y/Y Expected % Growth Mid double-digit Low single-digit High single-digit Decline Decline Constant to low single-digit Additive New Y/Y Expected % Growth High teens Low single-digit High single to low-double digit Decline Decline Mid single-digit Additive Open Text Confidential. ©2021 All Rights Reserved. 8#9FY'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) opentext™ Fiscal 2020 Results 37.2% 41.0% 78.2% 13.0% 8.8% 61.3% 90.4% 97.2% 22.7% 74.5% 11.7% 18.5% 7.3% 2.9% 36.9% $146.4 14% $73 Fiscal 2021 Model (³) 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. 41% -43% 38% -42% 81%83% 9% -12% 6% -9% 63% - 65% 89% - 91% 96% - 98% 20% -22% 74% -76% 12% -14% 18% - 20% 6% -8% 2% -4% 37% -38% $147 - $152 14% $85 - $95 Open Text Confidential. ©2021 All Rights Reserved. 9#10FY'23 Aspirations A-EBITDA Margin opentext™ 38% -40% Free Cash Flow $0.9B-$1.0B We plan to invest any profit above 40% A-EBITDA Margin into growth initiatives. Open Text Confidential. ©2021 All Rights Reserved. 10#11Strong Liquidity and Cash Position. Current Liquidity (US$ M) Total Available & Committed Liquidity (¹) Capital Expenditures as % of Total Revenue (FY'14 to Q2 FY'21 TTM) 4.5% 4.0% 3.5% 3.0% 2.5% 2.0% 1.5% 1.0% 0.5% 0.0% 2.6% FY'14 4.2% FY'15 opentext™ 3.8% FY'16 3.5% 3.7% 11 FY'17 FY'18 2.2% $2,251 FY'19 2.3% FY'20 1.7% Q2 FY¹21 (TTM) Total cash & short-term investments at $1.501B (Dec. 31, ¹20)(²) Cash Balance Trend Millions USD 2,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 Millions USD 1000 900 800 700 600 500 400 300 200 100 0 595 10 CY'21 765 941 11 Q2 FY'19 Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 999 10 10 CY'22 CY'23 Debt Maturity Profile (³) 933 10 CY'24 CY'25 Term Loan B 675 1 Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of December 31, 2020. 2. On December 22, 2020, Open Text settled the longstanding IRS matter resulting in a charge of $299m to the provision for income taxes. Open Text expects to make payments to the IRS of approximately $287m during Q3FY21 and certain associated state tax and interest payments of approximately $12m throughout CY21. 3. Undrawn Revolving Credit Facility of $750m matures in October 2024. 1,453 850 1,693 1,846 900 1,501 900 CY'26 CY'27 CY'28 CY'29 CY'30 Senior Notes Open Text Confidential. ©2021 All Rights Reserved. 11#12Strong Cash Flow and Balance Sheet TTM Q2 FY'21 (US$ M) Operating Cash Flows Less: CapEx Free Cash Flows Less: Principal(²) Less: Dividends Cash Generated for Corporate Purposes (3) $1,126 opentext™ $57 $1,069 $10 $196 $863 2.61X 2.30x 2.01x Trended Consolidated Net Leverage Ratio (¹) 1.86x 1.72x 1.89x 1.70x Carbonite Acquisition Closing 2.28x 2.25x 1.53x 1.48x 1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 1TM 2 Excludes $600 million repayment, from cash on hand, of funds previously drawn on the Revolver during the three-month period ended December 31, 2020. As of December 31, 2020, we had no outstanding balance under the Revolver. 3. Corporate purposes may include Total Growth Strategy, debt repayment, share repurchases, or other initiatives. 2.04x 1.82x 1.60x 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 Q2 FY'21 Open Text Confidential. ©2021 All Rights Reserved. 12#13Strategy opentext™ Open Text Confidential. ©2021 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. BO B C8556#15Open Text: The Information Management Leader The Market Leader in Information Management market Business Network Content Services ● • Cyber Resilience • Digital Experience Total Growth drives share gains Durable, resilient, predictable business (82% ARR) (¹) Expanding EBITDA margins Strong Free Cash Flows (FCF) and Balance Sheet Target dividend payout of ~20% of TTM FCF ● opentext About Open Text 1 TM 2. Value Creation Playbook Organic Growth Accretive Acquisitions + + Cloud Growth + ARR Growth + Margin Expansion + Free Cash Flow Growth + Dividends + Share Repurchase Plan (2) ARR as a percentage of Total Revenues for the six months ended December 31, 2020. 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. Innovation Reinvest for Growth Capital Structure and Allocation Open Text Confidential. ©2021 All Rights Reserved. 15#16The Open Text Business System Total Growth Capital Investment, Dividends, Shareholder Return opentext™ ROIC Strategic Acquisitions Integration Diligence پیرا Retain Disciplined Capital Allocation Information Management. Acquire Grow Customer Driven Innovation Open Text The Information Company Value Orientation Best Teams Win Key Metrics Systems, Tools, Methods Operational Excellence ARR, A-EBITDA $, FCF Open Text Confidential. ©2021 All Rights Reserved. 16#17Proven Durable Business Model ARR % of Total Revenues A-EBITDA" (1) Margin License % of Total Revenues opentext 54.2% 29.7% 26.1% FY'11 Growing ARR and Expanding Margin FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 (1), (2) FY'19 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. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. 78.2% 36.9% 13.0% FY'20 FY'21 Model: 81% -83% FY'21 Model: 37% -38% FY'21 Model: 9% -12% Open Text Confidential. ©2021 All Rights Reserved. 17#18Driving Shareholder Returns Continued Investment in Growth Initiatives opentext TM Capital Efficiency ● ● ● Cloud Migration Cyber-Resilience - Bundle, Cross-Sell, Integrate Accelerated sales coverage and product innovation Business Predictability High-teens ROIC (1) • Self-funding M&A model ● ● Return of Capital FY'20 78.2% ARR FY'21 ARR Target Model of 81% to 83% ● Over $1 billion in dividends since FY'13 Share Repurchase Plan (²) 1 Please see Open Text Q4 F'20 Financial Results Presentation for definition of ROIC, August 6, 2020. 2. 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. Open Text Confidential. ©2021 All Rights Reserved. 18#19Demand Drivers 1 Digital Acceleration opentext™ 2 Global Supply Chain Restructuring opentext™ Cloud 3 Work From Anywhere 4 Direct to Consumer (Contactless and Direct) 5 Security (Cloud and Edge) Open Text Confidential. ©2021 All Rights Reserved. 19#20Leadership in Information Management DIGITAL EXPERIENCE opentext™ Information BUSINESS NETWORK ADVANCED INFORMATION ADVANTAGE TECHNOLOGY CYBER A RESILIENCE Management CONTENT SERVICES Pe 6 Consecutive Years of Y/Y Growth 3,000 2,500 2,000 1,500 1,000 500 0 19.0% FY'15 Total Revenue Growth in CC 2.8% FY'16 27.0% FY'17 19.7% FY'18 89 of the world's largest 100 companies are OpenText customers 3.8% FY'19 9.7% FY'20 Open Text Confidential. ©2021 All Rights Reserved. 20#21Nestlé Using Open Text's Business Network Information helps Nestlé optimize supply chain operations "Nestlé has leveraged the Open Text 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 Open Text to work diligently with us during these challenging times." Ravindranath (Ravi) Arunasalam, Director Partner Productivity & Delivery, Business Solution Integration, Nestlé Nestlé® Products: Open Text B2B Managed Services Active Intelligence opentext™ Active Invoices with Compliance Active Orders Open Text Confidential. ©2021 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. Open Text 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: Open Text Documentum Open Text Documentum XCP Open Text Info Archive opentext™ Open Text Intelligent Capture Open Text Professional Services HOR 122 123 Open Text Confidential. ©2021 All Rights Reserved. 22#23Switch Using Open Text's Cyber Resilience Information accelerates digital transformation at Switch "The Open Text solution has helped us categorize, streamline, de-duplicate, thread, and then prioritize the data in a way that would not otherwise be possible. Open Text has helped us deliver 50% faster than the other providers we used previously." Sam Castor, EVP, Policy and Deputy General Counsel, Switch switch Products: Open Text Axcelerate Open Text EnCase eDiscovery opentext™ Open Text Insight Open Text Professional Services Open Text Confidential. ©2021 All Rights Reserved. 23#24RBC Using Open Text's Digital Experience Information enables compelling digital experiences at RBC "We chose Open Text 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: Open Text Team Site Open Text Live Site opentext™ Open Text Confidential. ©2021 All Rights Reserved. 24#25Total Growth Strategy Retain opentext™ Information Management Acquire Grow 1. ARR as a percentage of Total Revenues for the six months ended December 31, 2020. 2. For the quarter ended December 31, 2020. Retain Grow Acquire ● • 82% ARR (1) 94% Customer Support renewals (2) ● ● ● Growing Sales Breadth and Depth Product Innovation • Accretive Acquisitions. ● On Operating Model in 12 Months Open Text Confidential. ©2021 All Rights Reserved. 25#26Retain: Our World Class Customer Base Annual Recurring Revenue (US$ M) opentext™ 148% $1,080 FY'14 1. Excludes Carbonite. $2,675 Q2 FY'21 TTM Q2 FY'2021 Key Metrics Renewal Rates (1): Cloud: 96% Off Cloud CS: 94% 91% Customer Support Gross Margin Retain Open Text Confidential. ©2021 All Rights Reserved. 26#27FY'21 Key Growth Initiatives Growth Initiatives opentext™ 1 4 Accelerate Product Innovation 2 Continued Migration to Open Text Clouds 3 Broaden and Deepen Sales Coverage Leverage Cyber Resilience Grow Open Text Confidential. ©2021 All Rights Reserved. 27#28Accelerate Product Innovation opentext™ Past Content Business Network Open Text Clouds Developer (+9) STD Experience Security & Protection ● ● Present Modern cloud-based microservices architecture Simplified sales and customer engagement Improved speed of customer deployment Seamless upgrade Product Releases Every 90 Days Grow Open Text Confidential. ©2021 All Rights Reserved. 28#29Continued Migration to the Open Text Clouds Cloud is our largest revenue contributor opentext™ G Content 48 CAT STZ Experience Business Network All Open Text software launched as a Service with APIs Developer Security & Protection Grow Open Text Confidential. ©2021 All Rights Reserved. 29#30Broaden & Deepen Sales Coverage Enterprise Solutions Direct I De 2,000+ Field Facing Professionals GOAL opentext™ Strategic Partners SAP aws Microsoft Google Cloud Double coverage of Global 10K from 40% to 80% in next 3 years through Direct and Partners (1) 1. Target made on OpenText's Investor Day 2019, Sept. 6, 2019. SMB & Consumer Solutions Channel Partners Online & Retail 16,000+ Partners GOAL Tos 7M+ Consumers Grow the number of partners and breadth of products offered through the channel Grow Open Text Confidential. ©2021 All Rights Reserved. 30#31Leverage Cyber Resilience. Bundle: Carbonite & Webroot offerings opentext™ " Cross-Sell: to our Enterprise Customers. Q 1. RMM - Remote Monitoring and Management, MSP - Managed Service Provider. Grow: RMM and MSP Partners (1) Unified Endpoint Platform 21.2 (April '21) [ Grow Open Text Confidential. ©2021 All Rights Reserved. 31#32Acquire: Our M&A Criteria Retain Information Management Acquire opentext™ Grow Leadership in Key Markets $ M Financially Compelling O Value for Customers Large Install Base & Cross- Sell Opportunities 1. Please see OpenText Q4 FY'20 Financial Results Presentation for definition of ROIC, August 6, 2020 8 Mission Critical Strong IP Portfolio Acquire Solid Track Record of Free Cash Flows and High-Teens ROIC (1) Open Text Confidential. ©2021 All Rights Reserved. 32#33Track Record of Shareholder Returns Dividends Paid (US$ million) $74.7 FY'14 opentext™ $87.6 $99.3 FY'15 +153% $120.6 $145.6 FY'16 Over $1 Billion in Dividends since FY'13 FY'17 $168.9 FY'18 FY'19 $188.7 FY'20 Q2 FY'21 Dividend declared of 20.08 cents per common share + Share Repurchase Plan (1) 1. 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. Open Text Confidential. ©2021 All Rights Reserved. 33#34Executive Leadership Team (ELT) Mark J. Barrenechea CEO and CTO Madhu Ranganathan EVP, CFO opentext™ Muhi Majzoub EVP, Chief Product Officer Savinay Berry Lou Blatt SVP, SVP, Cloud Service Delivery Chief Marketing Officer Gordon Davies EVP, CLO & Corporate Development Paul Duggan SVP, Revenue Operations David Jamieson SVP, CIO Ted Harrison EVP, Sales James McGourlay EVP, Customer Operations Doug Parker SVP, Corporate Development Prentiss Donohue EVP, SMB & Consumer Sales Brian Sweeney SVP, CHRO Open Text Confidential. ©2021 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™ On Open Text Confidential. ©2021 All Rights Reserved. 35#36Use of Non-GAAP Financial Measures In addition to reporting financial results 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 are 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 Open Text, 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 (loss) 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, 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 (Loss). 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™ Open Text Confidential. ©2021 All Rights Reserved. 36#37Summary of Quarterly Results with Constant Currency (In millions, 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 earnings (loss) per share, diluted Non-GAAP-based EPS, diluted (1)(2) GAAP-based net income (loss), attributable to Open Text Adjusted EBITDA (1) Operating cash flows Free cash flows (1) Q2 FY'21 $350.5 334.5 $684.9 107.3 63.4 $855.6 $234.5 $340.5 ($0.24) $0.95 ($65.5) $360.8 $282.5 $274.8 Q2 FY'20 $248.3 315.5 $563.8 138.1 69.6 $771.6 $184.7 $296.4 $0.40 $0.84 $107.5 $317.0 $207.2 $187.6 $ Change $102.1 19.0 $121.1 (30.7) (6.3) $84.1 $49.7 $44.2 ($0.64) $0.11 ($172.9) $43.7 $75.2 $87.2 % Change 41.1 % 6.0 % 21.5 % (22.3) % (9.0) % 10.9 % 26.9 % 14.9 % (160.0) % 13.1 % (160.9) % 13.8% 36.3 % 46.5 % Q2 FY'21 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™ $346.7 326.9 $673.6 104.1 61.6 $839.4 N/A $330.9 N/A $0.92 N/A $351.0 N/A N/A % Change in CC* 39.6 % 3.6 % 19.5 % (24.6) % (11.4) % 8.8 % N/A 11.6 % N/A 9.5 % N/A 10.7 % 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. Open Text Confidential. ©2021 All Rights Reserved. 37#38Summary of Year to Date Results with Constant Currency % Change in CC* (In millions, 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 EPS, diluted Non-GAAP-based EPS, diluted (1)(2) GAAP-based net income, attributable to OpenText Adjusted EBITDA (1) Operating cash flows Free cash flows (1) FY'21 YTD $691.4 663.9 $1,355.3 175.9 128.5 $1,659.7 $416.8 $660.9 $0.14 $1.84 $37.9 $703.1 $516.4 $493.4 FY'20 YTD $485.6 627.8 $1,113.4 216.0 139.0 $1,468.4 $317.3 $530.3 $0.67 $1.48 $181.9 $571.2 $344.7 $306.5 $ Change $205.8 36.1 $241.9 (40.1) ($10.6) $191.2 $99.6 $130.6 ($0.53) $0.36 ($144.0) $131.9 $171.7 $186.9 % Change 42.4 % 5.7 % 21.7 % (18.6) % (7.6) % 13.0 % 31.4% 24.6 % (79.1) % 24.3% (79.2) % 23.1% 49.8% 61.0 % FY'21 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™ $686.9 654.0 $1,341.0 171.3 125.2 $1,637.4 N/A $644.8 N/A $1.79 N/A $686.7 N/A N/A 41.5 % 4.2 % 20.4 % (20.7) % (10.0) % 11.5% N/A 21.6% N/A 20.9 % N/A 20.2 % 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. Open Text Confidential. ©2021 All Rights Reserved. 38#39Reconciliation of Selected Non-GAAP Measures | Q2 FY'21 (In '000's 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 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 (recovery of) income taxes GAAP-based net income (loss) / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings (loss) per share / Non-GAAP-based earnings per share-diluted, attributable to Open Text opentext™ GAAP 117,882 29,668 46,619 54,091 603,082 100,238 147,897 62,765 54,926 (17,494) 234,470 5,251 267,559 (65,477) (0.24) Three Months Ended December 31, 2020 GAAP % of Total Revenue 70.5% $ Adjustments FN (1,143) (1) $ (499) (1) (666) (1) (54,091) (2) 56,399 (3) (2,707) (1) (4,957) (1) (4,554) (1) (54,926) (2) 17,494 (4) 106,049 (5) (5,251) (6) (225,150) (7) 325,948 (8) 1.19 (8) $ Non-GAAP 116,739 29,169 45,953 659,481 97,531 142,940 58,211 340,519 42,409 260,471 0.95 Non-GAAP % of Total Revenue 77.1% Open Text Confidential. ©2021 All Rights Reserved. 39#40Reconciliation of Selected Non-GAAP Measures | Q2 FY'21 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. GAAP-based and Non-GAAP-based income from operations stated in dollars. FOOTNOTES 2 4 5 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. Adjustment relates to differences between the GAAP-based vision rate of approximately 132% 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. The GAAP-based tax provision rate for the three months ended December 31, 2020 includes an income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits. 8 Reconciliation of GAAP-based net loss to Non-GAAP-based net income: 7 GAAP-based net loss, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net $ Three Months Ended December 31, 2020 Per share diluted* (0.24) (65,477) $ 109,017 14,526 (17,494) (5,251) 0.40 0.05 (0.06) 267,559 (42,409) 260,471 $ (0.02) 0.98 GAAP-based provision for (recovery of) income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to Open Text $ *Weighted average number of Common Shares diluted (in thousands) used in the calculation of Non-GAAP-based earnings per share for the three months ended December 31, 2020 were 273,183. opentext™ (0.16) 0.95 Open Text Confidential. ©2021 All Rights Reserved. 40#41Reconciliation of Selected Non-GAAP Measures | FY'21 YTD Six Months Ended December 31, 2020 (In '000's 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 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 (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to Open Text opentext™ GAAP 230,506 58,862 93,200 112,128 1,158,170 194,141 280,297 118,954 109,919 (4,250) 416,826 8,134 310,303 37,899 0.14 GAAP % of Total Revenue 69.8% $ Adjustments FN Non-GAAP (1,979) (1) $ (941) (1) (1,183) (1) (112,128) (2) 116,231 (3) (5,049) (1) (9,014) (1) (8,096) (1) (109,919) (2) 4,250 (4) 244,059 (5) (8,134) (6) (228,515) (7) 464,440 (8) (8) $ 1.70 228,527 57,921 92,017 1,274,401 189,092 271,283 110,858 660,885 81,788 502,339 1.84 Non-GAAP % of Total Revenue 76.8% Open Text Confidential. ©2021 All Rights Reserved. 41#42Reconciliation of Selected Non-GAAP Measures | FY'21 YTD 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. FOOTNOTES 2 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. 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 89% 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. The GAAP-based tax provision rate for the six months ended December 31, 2020 includes an income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to Open Text Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for (recovery of) income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to Open Text opentext™ $ $ Six Months Ended December 31, 2020 Per share diluted 0.14 37,899 $ 222,047 26,262 (4,250) (8,134) 310,303 (81,788) 502,339 $ 0.81 0.10 (0.02) (0.03) 1.14 (0.30) 1.84 Open Text Confidential. ©2021 All Rights Reserved. 42#43Reconciliation of Selected Non-GAAP Measures | Q2 FY'20 (In '000's 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 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 (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text $ GAAP-based earnings per share / Non-GAAP-based earnings per $ share-diluted, attributable to Open Text opentext™ GAAP 103,644 29,788 53,604 42,299 539,172 80,283 137,310 54,595 51,460 10,072 184,740 1,972 46,818 107,467 0.40 Three Months Ended December 31, 2019 GAAP % of Total Revenue 69.9% Adjustments FN Non-GAAP $ $ (371) (1) $ (297) (1) (346) (1) (42,299) (2) 43,313 (3) (1,255) (1) (2,383) (1) (3,131) (1) (51,460) (2) (10,072) (4) 111,614 (5) (1,972) (6) (9,861) (7) 119,503 (8) 0.44 (8) $ 103,273 29,491 53,258 582,485 79,028 134,927 51,464 296,354 36,957 226,970 0.84 Non-GAAP % of Total Revenue 75.5% Open Text Confidential. ©2021 All Rights Reserved. 43#44Reconciliation of Selected Non-GAAP Measures | Q2 FY'20 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. FOOTNOTES 2 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. GAAP-based and Non-GAAP-based income from operations stated in dollars. 4 5 6 7 8 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 30% 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: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for (recovery of) income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to Open Text opentext™ $ $ Three Months Ended December 31, 2019 Per share diluted 0.40 107,467 $ 93,759 7,783 10,072 (1,972) 46,818 (36,957) 226,970 $ 0.35 0.03 0.04 (0.01) 0.17 (0.14) 0.84 Open Text Confidential. ©2021 All Rights Reserved. 44#45Reconciliation of Selected Non-GAAP Measures | FY'20 YTD Six Months Ended December 31, 2019 (In '000's 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 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 (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings per share / Non-GAAP-based earnings per $ share-diluted, attributable to Open Text opentext™ GAAP 205,806 59,175 107,942 82,597 1,007,552 161,461 265,928 106,130 100,618 15,173 317,253 (813) 69,909 181,868 0.67 GAAP % of Total Revenue 68.6% Adjustments FN Non-GAAP $ (754) (1) $ (613) (1) (589) (1) (82,597) (2) 84,553 (3) (2,476) (1) (4,499) (1) (5,743) (1) (100,618) (2) (15,173) (4) 213,062 (5) 813 (6) (4,707) (7) 218,582 (8) 0.81 (8) $ 205,052 58,562 107,353 1,092,105 158,985 261,429 100,387 530,315 !!!! 65,202 400,450 Non-GAAP % of Total Revenue 1.48 74.4% Open Text Confidential. ©2021 All Rights Reserved. 45#46Reconciliation of Selected Non-GAAP Measures | FY'20 YTD 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. FOOTNOTES 2 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. GAAP-based and Non-GAAP-based income from operations stated in dollars. 4 5 6 7 8 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 they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 28% 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: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for (recovery of) income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to Open Text opentext™ $ $ Six Months Ended December 31, 2019 Per share diluted 0.67 181,868 $ 183,215 14,674 15,173 813 69,909 (65,202) 400,450 $ 0.68 0.05 0.06 0.26 (0.24) 1.48 Open Text Confidential. ©2021 All Rights Reserved. 46#47Reconciliation of Adjusted EBITDA and Free Cash Flows FY'21 YTD Q2 FY'21 FY'20 YTD (In '000's USD) GAAP-based net income (loss), attributable to Open Text 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 (loss) margin Adjusted EBITDA margin (% of total revenue) (In '000's USD) GAAP-based cash flows provided by operating activities Add: Capital expenditures (1) Free cash flows $ $ $ $ $ 37,899 310,303 76,684 112,128 109,919 42,283 26,262 (4,250) (8,134) 703,094 $ $ 1,659,657 $ 2.3% 42.4% FY'21 YTD 516,359 $ (22,956) 493,403 $ (65,477) $ 267,559 37,595 54,091 54,926 20,280 14,526 (17,494) (5,251) 360,755 $ 855,644 $ (7.7)% 42.2 % Q2 FY¹21 282,455 (7,651) 274,804 (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. opentext™ $ $ 181,868 69,909 64,586 82,597 100,618 40,989 14,674 15,173 813 571,227 1,468,445 12.4% 38.9% FY'20 YTD 344,685 (38,212) 306,473 $ $ $ $ $ Q2 FY'20 107,467 46,818 32,376 42,299 51,460 20,712 7,783 10,072 (1,972) 317,015 771,557 13.9% 41.1% Q2 FY'20 207,238 (19,598) 187,640 Open Text Confidential. ©2021 All Rights Reserved. 47#48Reconciliation of Adjusted EBITDA | F11-F20 (In '000's USD) GAAP-based net income, attributable to Open Text 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) opentext™ FY11 $ 123,203 12,931 8,452 68,048 38,966 22,116 11,308 15,576 6,019 FY12 11.9% 125,174 $ 29.7% 12,171 15,564 84,572 53,326 21,587 18,097 24,523 (3,549) FY13 10.4 % 148,520 29.1 % 29,690 16,982 93,610 68,745 24,496 $ 306,619 $ 351,465 $ 424,125 15,575 $ 1,033,303 $ 1,207,473 $ 1,363,336 24,034 2,473 10.9% 31.1 % FY14 $ 218,125 58,461 27,934 69,917 81,023 35,237 19,906 31,314 (3,941) $ 537,976 $ 1,624,699 13.4% 33.1 % FY15 $ 234,327 $ 284,477 31,638 54,620 81,002 108,239 50,906 22,047 12,823 28,047 FY16 12.7 % 6,282 33.7% 76,363 74,238 113,201 54,929 25,978 34,846 $ 623,649 $ 671,737 1,423 $ 1,851,917 $ 1,824,228 15.6 % 36.8% FY17 $ 1,025,659 $ 242,224 (776,364) 120,892 130,556 150,842 64,318 30,507 63,618 (15,743) $ 794,285 $ 2,291,057 44.8% FY18 34.7% 143,826 138,540 185,868 184,118 86,943 27,594 29,211 (17,973) $ 1,020,351 $ 2,815,241 8.6% 36.2% FY19 $ 285,501 $ 154,937 136,592 183,385 189,827 97,716 26,770 35,719 (10,156) FY20 10.0% 234,225 38.4% 110,837 146,378 205,717 219,559 89,458 29,532 100,428 $1,100,291 $ 1,148,080 11,946 $ 2,868,755 $ 3,109,736 Open Text Confidential. ©2021 All Rights Reserved. 7.5% 36.9 % 48#49opentext Thank you TM twitter.com/opentext in linkedin.com/company/opentext opentext.com