#1opentext™ Investor Presentation NASDAQ: OTEX | TSX: OTEX May 6, 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#3Q3 Fiscal 2021 Financial Results opentext™ Open Text Confidential. ©2021 All Rights Reserved. 3#4Q3 Fiscal 2021 Financial Highlights With Y/Y Comparisons Q3 FY'21 Total Revenues ARR (2) Cloud Revenues A-EBITDA (3) Non-GAAP Earnings Per Share (³) Free Cash Flows(3), (4) (Includes IRS settlement. payment of $290 million) opentext 1. 3 4. $832.9M $691.8M 83% of Total Revenues $355.8 M $297.1 M 35.7% (margin) $0.75 $50.3M 2.2% (0.8)% in CC (¹) 4.4% 1.7% in CC 4.8% 3.1% in CC 14.5% 9.9% in CC 23.0% 16.4% in CC (83.9)% Trailing Twelve Months (TTM) Ending Q3 FY'21 9.5% 8.4% in CC Total Revenues ARR(2) Cloud Revenues A-EBITDA (3) Non-GAAP Earnings Per Share (3) Free Cash Flows(3), (4) (Includes IRS settlement payment of $290 million) $3.32B $2.70B 81% of Total Revenues $1.38B $1.32B 39.7% (margin) $3.39 $806.2M 15.9% 14.9% in CC 29.3% 28.7% in CC 18.2% 15.8% in CC 20.6% A 18.1% in CC (3.5)% 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 Open Text Confidential. ©2021 All Rights Reserved. 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). 4#5Q3 FY'21 Revenue Breakdown Total Revenue by Geography Total Revenue Mix 9% 40% 8% 43% Cloud Services & Subscriptions Customer Support opentext™ ■License ■ Professional Service & Other 31% 8% Americas ■EMEA ■APJ 61% ARR by Industry 10% 8% 10% 5% 12% ■Financial ■Services ■ Technology 3% Consumer goods ■ Utilities 15% 22% 15% Public Sector Healthcare Basic materials and conglomerates Industrial goods Open Text Confidential. ©2021 All Rights Reserved. 5#6Q3 FY'21 Customer Wins Business Network RBC Royal Bank of Canada (RBC) is Canada's largest bank and one of the largest banks in the world. Selected Open Text's STP Financial Hub for Commercial Lending, along with B2B Managed Services, providing RBC with a technology platform that includes significant self-service capabilities and an enhanced user experience. Cyber Resilience Achievers Achievers' award-winning employee voice and recognition solution creates a workplace environment that accelerates employee engagement and performance. Purchased Carbonite data protection and recovery solutions to protect the data that lives on various systems, enhancing their cyber resiliency. opentext™ Content Services MAERSK Maersk is a global leader in container shipping and integrated container logistics, working on connecting and simplifying its customers supply chains. Maersk will use various Open Text ECM solutions, deployed in the cloud, to accelerate their digital transformation journey. Digital Experience central 1 Central 1 powers Canada's credit unions and smaller banks to fuel their liquidity and supports their digital innovations to improve customer experience. Expanded it's OpenText TeamSite TM use as it continues. to modernize the Digital Experience it delivers to customers Johnson & Johnson accessD redefining personalized therapy uni për B STATE OF a PHILAM LIFE An AIA Group Company MINISTRY OF QATAR INTERIOR Hope is Here State of Qatar Ministry of Interior AIR PRODUCTS IMPULSE DYNAMICS BA Open Text Confidential. ©2021 All Rights Reserved. 6#7Q4 FY'21 Quarterly Factors ● Externalities COVID-19, vaccines, health & financial crisis Industry and supply chain disruption Global geopolitical and volatile macro environment US stimulus opentext™ Company Specific Expect Q4 y/y (all comments include FX impact): Q4 FX tailwind similar to Q3 Total Revenue growth up to 2% ARR up low single-digit Adjusted EBITDA margin % down 300-400 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 May 6, 2021. 2. All dollars in USD millions. Prior Y/Y Expected % Growth High teens Low single-digit High-single to low-double digit Decline Decline Mid single-digit Additive New Y/Y Expected % Growth 18%-20% 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 Oth 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 Previous Fiscal 2021 Model (³) 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 New 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% $55-$65 Open Text Confidential. ©2021 All Rights Reserved. 9#10Our Financial Outlook" FY'21 Outlook Total Growth Total Revenue Growth Mid Single Digit opentext™ Cloud Revenue Growth 18%-20% New FY'22 Outlook Total Cloud Revenue Revenue Organic Organic Growth Growth 1% -2% 3% -4% 1. Revenue % are year over year comparisons. Total Revenue Organic Growth 2% -4% FY'24 Long Term Aspirations M&A will be additive ARR % of Total Revenue 85% A-EBITDA Margin 38% -40% Adj. EBITDA Margin over 40% to be re-invested in Organic Growth Free Cash Flows (FCF) $1.1-$1.2B Open Text Confidential. ©2021 All Rights Reserved. 10#11Strong Liquidity and Cash Position. Current Liquidity (US$ M) Total Available & Committed Liquidity (¹) Capital Expenditures as % of Total Revenue (FY'18 to Q3 FY'21 TTM) 4.0% 3.5% 3.0% 2.5% 2.0% 1.5% 1.0% 0.5% 0.0% 3.7% FY'18 opentext 2.2% FY'19 2.3% $2,226 FY'20 1.6% Q3 FY'21 (TTM) 1 Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of Mar 31, 2021. TM 2 OpenText made payments related to the IRS settlement of $290m in Q3F21. 3. Undrawn Revolving Credit Facility of $750m matures in October 2024. Total cash & short-term investments at $1.476B (Mar. 31, '21)(²) Cash Balance Trend Millions USD 2,000 1,800 1,600 1,400 1,200 1,000 800 600 400 200 Millions USD 1000 900 800 700 600 500 400 300 200 100 0 675 Q2 FY'20 10 CY'21 1,453 10 CY'22 Q3 FY'20 1,693 10 CY'23 Q4 FY'20 Debt Maturity Profile (³) 933 1,846 10 CY'24 CY'25 Term Loan B. Q1 FY'21 850 1,501 Q2 FY'21 900 1,476 Q3 FY'21 900 CY'26 CY'27 CY'28 CY'29 CY'30 Senior Notes Open Text Confidential. ©2021 All Rights Reserved. 11#12Strong Cash Flow and Balance Sheet TTM Q3 FY'21 (US$ M) Operating Cash Flows (2) $860 $54 Less: CapEx Free Cash Flows (²) Less: Principal (³) Less: Dividends Cash Gener ted for Corporate Purposes (2)(4) opentext $806 $10 $204 $592 Carbonite Acquisition. Closing 2.28x Q2 FY'20 Trended Consolidated Net Leverage Ratio (¹) 2.25X Q3 FY'20 2.04x Q4 FY'20 1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. TM 2 Includes IRS settlement payment of $290 million. 3. Excludes $600 million repayment in Q2F21. As of March 31, 2021, we had no outstanding balance under the Revolver. 4. Corporate purposes may include Total Growth Strategy, debt repayment, share repurchases, or other initiatives. 1.82x Q1 FY'21 1.60x Q2 FY'21 1.57x Q3 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. M -#15Open Text Snapshot Growing, Profitable and Recurring Business ● Large and growing addressable market Leader in Information Management Modern, scalable, cloud-based architecture • Marquee customer base ● • Comprehensive go-to-market $84B Total Addressable Market growing 8% 12.5% Revenue CAGR (FY'13-FY'20) 80% + Annual Recurring Revenue 24.3% FCF conversion (1) $1B+ Dividends paid (since FY'13) • Investing in future organic growth ● • Total Growth Strategy: Retain, Grow, Acquire ● GROW with Open Text initiative Low-friction business model Strong track record of financial performance ● ● ● Customers and End Points: Of the Top 100 companies Of the 25 largest supply chains Enterprise customers 89 21 75K 470K SMB customers 287M Endpoints opentext™ 1. FCF conversion is FCF as a % of Total Revenue for Q3 FY'21 TTM which includes the IRS settlement payment of $290.0 million. Open Text Confidential. ©2021 All Rights Reserved. 15#16Large and Growing Addressable Market Information Management (¹) Content Business Network Digital Experience Security & Protection Total opentext™ $24B $20B $21B $19B $84B CY'21 to CY'24 CAGR +11% +7% +7% +6% +8% 1. Source: individual market reports from IDC Open Text Product opentext | Cloud Content opentext | Cloud Business Network opentext™ | Cloud Experience opentext™ | Cloud Security & Protection Open Text Market Position Established Market Leader Established Market Leader Future Growth Opportunity Future Growth Opportunity Open Text Confidential. ©2021 All Rights Reserved. 16#17Leadership in Information Management opentext | Cloud Content opentext™ | Cloud Business Network opentext™ Cloud Experience opentext™ | Cloud Security & Protection opentext™ | Cloud Developer opentext™ 1. Based on Open Text internal research. Growth Driver Modern Work Connecting Global Ecosystems Creating Engaging Customer Experiences Keeping Cyber Threats at Bay Growing Demand for API Services Submarket Leadership (¹) Document, Records & Archive Management • Capture ● Business Network Connectivity • Global Invoicing Compliance • Omni Channel Communications • Digital Fax • Backup & Recovery • Anti virus protection Intelligent Capture ● • BrightCloud Threat Intelligence Selected Growth Opportunities • eSignature • Collaboration • Integration & data management • SaaS workloads • Data and user experience integration • Digital Investigations and Forensics • End point backup • Media management • Magellan text mining • Dev studio low code Open Text Confidential. ©2021 All Rights Reserved. 17#18Proven Track Record of Growth DIGITAL EXPERIENCE Information BUSINESS NETWORK opentext™ ADVANCED INFORMATION ADVANTAGE TECHNOLOGY CYBER RESILIENCE O Management CONTENT SERVICES 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 3.8% FY'19 9.7% FY'20 Open Text Confidential. ©2021 All Rights Reserved. 18#19Modern, Scalable Cloud-based Architecture Open Text Information Management Platform The Foundation for the Intelligent, Secure and Connected Business opentext | Cloud Content opentext | Cloud Off Cloud, Private Cloud, Public Cloud Open Text Cloud Editions: The Ultimate Cloud ™ opentext™ opentext | Cloud Business Network opentext Cloud Security & Protection aws OT2 - Cloud API Services opentext Cloud Developer opentext | Cloud Experience Azure Google Cloud The Ultimate Cloud™ is: • Global ● • Secure • Always on (99.99% Availability) • Compliant (GDPR, Data Zones ...) • Modern - API services • Run Anywhere: off-cloud, private cloud, public cloud Open Text Confidential. ©2021 All Rights Reserved. 19#20Marquee Customer Base Life Sciences 10 of top 10 Syngene opentext™ 89 of the top 100 largest companies in the world(¹) Financial 8 of top 10 cíti Consumer Goods 10 of top 10 Technology 10 of top 10 L'ORÉAL Google 1. The top 100 is based on the Forbes Global 2000 listing (2019). Great foundation for future growth Manufacturing 10 of top 10 B M W Telecom 8 of top 10 Ovodafone Open Text Confidential. ©2021 All Rights Reserved. 20#21Comprehensive and Growing Go-to-Market. Enterprise Solutions Direct de 2,000+ Field Facing Professionals opentext™ Strategic Partners SAP aws Microsoft Google Cloud SMB & Consumer Solutions Channel Partners Online & Retail 16,000+ Partners 7M+ Consumers Open Text Confidential. ©2021 All Rights Reserved. 21#22Investing in Future Organic Growth R&D Investment ($ and in % of Total Revenue) (1),(2) R&D% of Total Revenues R&D US$ 10.5% 194 M FY'15 opentext 11.0% TM 317 M 11.7% FY'19 FY'20 $2.2B+ investment in R&D over the next 5 years 365 M 12-14% FY'21 AL Sales Investment Enterprise Sales Goal Grow Global 10K sales coverage from 58% in March 2021 to full coverage by end of CY23 SMB/C Goal • Grow the number of SMB partners and breadth of products offered through the channel 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Refers to non-GAAP R&D expense. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. Open Text Confidential. ©2021 All Rights Reserved. 22#23Total Growth Strategy Retain opentext™ Information Management Acquire Grow 1. ARR as a percentage of Total Revenues for the three months ended March 31, 2021. 2. For the quarter ended March 31, 2021. Retain Grow Acquire ● ● ● ● ● 83% ARR (1) 94% Customer Support renewals (2) Growing sales breadth and depth Product innovation Accretive acquisitions On operating model in 12 months Open Text Confidential. ©2021 All Rights Reserved. 23#24Sustainable Growth through Retention and Upgrades Annual Recurring Revenue (ARR) ($US M) 125% $1,080 FY'14 opentext™ $2,433 FY'20 1. For the quarter ended March 31, 2021. Excludes Carbonite Off-Cloud 94% Renewal Rate(1) Cloud 93% Renewal Rate (¹) Targeting Upper Quartile Renewal Rates Compelling product and security updates • Proven highly effective model of Land, Adopt, Expand, Renew (LAER) Provide best in class expertise both in systems and people Retain Open Text Confidential. ©2021 All Rights Reserved. 24#25Accelerate Product Innovation opentext™ Past Content Business Network Open Text Clouds Developer CTY 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. 25#26GROW with The Ultimate Cloud ™M OpenText Open Text Cloud Editions All Points of Departure Modern Work opentext™ ¶ Business Network um W Digital Experience Po Data Protection & Security Advanced Technology & Experts The Intelligent, Secure and Connected Businesses Cloud Editions Grow The Information Management Journey Open Text Confidential. ©2021 All Rights Reserved. 26#27Continued Migration to the Open Text Clouds Cloud is our largest revenue contributor opentext™ Content 18 CAM 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. 27#28Strategic M&A: Foundation for Our Business GXS 2014 opentext™ | Cloud Business Network opentext™ Various HP Assets 2016 opentext™ | Cloud Experience documentum 2017 opentext™ | Cloud Content Acquire CARBONITEO 2019 opentext™ | Cloud Security & Protection Open Text Confidential. ©2021 All Rights Reserved. 28#29Acquisition Philosophy We are: Patient and disciplined Value-based • Returns driven Target characteristics: ● • IM market leadership Significant ARR ● ● ● • Cross-sell/upsell opportunities Bring assets into Organic Growth: In-house expertise in diligence and close workings with the business • Provides an excellent framework to bring all assets to organic growth opentext™ Carbonite Case Study Acquired Strategic Rationale Revenue Synergies ● . ● 12/24/19 for 2.8x revenue (1) Critical mass in Security & Protection Scaled SMB channel Strong growth prospects Cross-sell opportunities Increased corporate ARR Increased cloud margins On target model in <12 months Expense Synergies Improved cash conversion cycle 1. Total purchase price is approximately 2.8x TTM (Trailing Twelve Months) Carbonite GAAP revenues (as of September 30, 2019), inclusive of annualized full year reported Webroot GAAP revenues, a significant acquisition which closed in March 2019. ●●00 P 00 Acquire Open Text Confidential. ©2021 All Rights Reserved. 29#30Scalable, High-Velocity, Low-Friction Business Model Digitization and Automation: Automate DevOps Automate routine R&D Product is built for: Self-service ● ● • Upsell ● ● Cross-sell Renew Product Design opentext™ New Customer Engagement Model: ● • Pre-sales Demand creation automation • Self-sell-upsell, cross-sell ● • Post-sales - renewal automation Digital Zone ● Digitization & Automation (DnA 2.0) Removing friction from all company processes Open Text Confidential. ©2021 All Rights Reserved. 30#31Strong Track Record of Financial Performance Total Revenue (US$ M) 104% $1,625 FY'14 $3,319 Q3 FY'21 TTM opentext 1 2. Annual Recurring Revenue (US$ M) 150% $1,080 FY'14 $2,705 Q3 FY'21 TTM 270% $373 Cloud (US$ M) FY'14 $1,380 Q3 FY'21 TTM A-EBITDA (1) (US$ M) 145% $538 FY'14 $1,318 Q3 FY'21 TTM Upper quartile A-EBITDA margin and free cash flow conversion (²) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. FCF Conversion is FCF as a % of Total Revenue for Q3 FY'21 TTM. Free Cash Flow (1) (US$ M) 115% $375 FY'14 $806 Q3 FY'21 TTM Open Text Confidential. ©2021 All Rights Reserved. 31#32Proven 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. 32#33Track Record of Shareholder Returns $74.7 FY'14 opentext™ $87.6 FY'15 Dividends Paid (US$ million) $99.3 FY'16 +153% $120.6 FY'17 $145.6 FY'18 $168.9 FY'19 Over $1 Billion in Dividends since FY'13 $188.7 FY'20 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. O Q3 FY'21 Dividend declared of 20.08 cents per common share + Share Repurchase Plan (1) Open Text Confidential. ©2021 All Rights Reserved. 33#34How We Create Value 12.5% Total Revenue CAGR (FY'13 to FY'20) A-EBITDA aspiration of 38% to 40% (1) opentext™ Profitability Growth Value Capital Efficiency 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. FCF conversion is FCF as a % of Total Revenue for Q3 FY'21 TTM which includes the IRS settlement payment of $290.0 million. 24.3% FCF conversion (2) Open Text Confidential. ©2021 All Rights Reserved. 34#35Corporate Citizenship Reflects our Culture O Corporate Citizenship Report Progress We've Made: First Corporate Citizenship Report published ● • Identified ESG reporting gaps and increased disclosure ESG ratings improvement Disclosure gap analysis Open Text Acts of Kindness • Voyager Fund ● ● Where We're Going: Implementing reporting best practices • Industry reporting framework adoption Invest in initiatives to increase disclosures Continue improving ESG ratings ● ● opentext™ ΚΑΙ ISS ESG Bloomberg N ESG Ratings Improvement ecovadis ... SAM Now a Part of S&P Global opentext™ SUSTAINALYTICS a Morningstar company CDP MSCI ANAN Open Text Confidential. ©2021 All Rights Reserved. 35#36Deeply Talented and Experienced Leadership Team Mark J. Barrenechea CEO and CTO Tenure: 9 years Madhu Ranganathan EVP, CFO Tenure: 3 years Kristina Lengyel EVP, Customer Solutions Tenure: <1 year opentext™ Muhi Majzoub EVP, Chief Product Officer Tenure: 9 years Paul Duggan SVP, Revenue Operations Tenure: 4 years Gordon Davies EVP, CLO & Corporate Development Tenure: 12 years Brian Sweeney SVP, CHRO Tenure: 3 years Ted Harrison EVP, Enterprise Sales Tenure: 21 years Doug Parker SVP, Corporate Development Tenure: 12 years James McGourlay EVP, Customer Operations Tenure: 24 years Renee McKenzie SVP, CIO Tenure: 17 years Prentiss Donohue EVP, SMB/C Sales Tenure: 5 years Lou Blatt SVP, CMO Tenure: 1 year Open Text Confidential. ©2021 All Rights Reserved. 36#37Information Makes Us More Information fuels knowledge. When we know more, only then can we understand, achieve, do and be more. opentext™ DIG via Open Text Confidential. ©2021 All Rights Reserved. 37#38Appendix opentext™ Open Text Confidential. ©2021 All Rights Reserved. 38#39Appendix 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. 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 or earnings 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 before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, 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. 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. 39#40Summary of Quarterly Results with Constant Currency Q3 FY'21 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 net income, attributable to Open Text GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) Q3 FY'21 $355.8 335.9 $691.8 76.3 64.9 $832.9 $152.4 $275.2 $91.5 $0.33 $0.75 $297.1 $63.6 $50.3 Q3 FY'20 $339.5 322.9 $662.3 81.1 71.3 $814.7 $95.1 $234.7 $26.0 $0.10 $0.61 $259.5 $329.6 $312.8 $ Change $16.4 13.1 $29.4 (4.8) (6.4) $18.3 $57.3 $40.5 $65.5 $0.23 $0.14 $37.7 ($266.0) ($262.5) % Change 4.8 % 4.0 % 4.4 % (5.9) % (9.0) % 2.2 % 60.3 % 17.3% 252.4 % 230.0 % 23.0 % 14.5 % (80.7) % (83.9) % $350.0 323.8 $673.8 72.2 61.8 $807.9 N/A $263.4 N/A N/A $0.71 $285.2 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™ 3.1 % 0.3% 1.7 % (10.9) % (13.3) % (0.8) % N/A 12.2 % N/A N/A 16.4 % 9.9 % 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. 40#41Summary of Year to Date 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 net income, attributable to Open Text GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) FY'21 YTD $1,047.3 999.8 $2,047.1 252.2 193.3 $2,492.6 $569.2 $936.1 $129.4 $0.47 $2.59 $1,000.2 $579.9 $543.7 FY'20 YTD $825.1 950.7 $1,775.7 297.0 210.3 $2,283.1 $412.3 $765.0 $207.8 $0.77 $2.09 $830.7 $674.3 $619.3 $ Change $222.2 49.1 $271.4 (44.9) ($17.0) $209.5 $156.9 $171.1 ($78.4) ($0.30) $0.50 $169.5 ($94.4) ($75.6) % Change 26.9 % 5.2 % 15.3% (15.1) % (8.1) % 9.2 % 38.1 % 22.4 % (37.7) % (39.0) % 23.9 % 20.4 % (14.0) % (12.2) % FY'21 in CC* $1,036.9 977.9 $2,014.8 243.5 187.0 $2,445.4 N/A $908.2 N/A N/A $2.50 $971.9 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™ 25.7 % 2.9 % 13.5 % (18.0) % (11.1) % 7.1 % N/A 18.7 % N/A N/A 19.6 % 17.0 % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. Open Text Confidential. ©2021 All Rights Reserved. 41#42Reconciliation of Selected Non-GAAP Measures | Q3 FY'21 Three Months Ended March 31, 2021 (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 123,729 30,953 50,321 53,453 571,665 110,071 158,687 71,548 54,156 2,846 152,396 8,283 31,818 91,490 0.33 GAAP % of Total Revenue 68.6% $ Adjustments FN (505) (1) $ (464) (1) (684) (1) (53,453) (2) 55,106 (3) (2,146) (1) (1) (4,580) (3,978) (1) (54,156) (2) (4) (2,846) 122,812 (5) (8,283) (6) 1,485 (7) 113,044 (8) 0.42 (8) $ Non-GAAP 123,224 30,489 49,637 626,771 107,925 154,107 67,570 275,208 33,303 204,534 0.75 Non-GAAP % of Total Revenue 75.2% Open Text Confidential. ©2021 All Rights Reserved. 42#43Reconciliation of Selected Non-GAAP Measures | Q3 FY'21 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 4 5 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 26% and a Non-GAAP-based tax rate of roximately 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) 7 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: 6 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. 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™ $ $ Three Months Ended March 31, 2021 Per share diluted 0.33 91,490 $ 107,609 12,357 2,846 (8,283) 31,818 (33,303) 204,534 $ 0.39 0.05 0.01 (0.03) 0.12 (0.12) 0.75 Open Text Confidential. ©2021 All Rights Reserved. 43#44Reconciliation of Selected Non-GAAP Measures | FY'21 YTD Nine Months Ended March 31, 2021 (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 354,235 89,815 143,521 165,581 1,729,835 304,212 438,984 190,502 164,075 (1,404) 569,222 16,417 342,121 129,389 0.47 GAAP % of Total Revenue 69.4% $ $ Adjustments FN (2,484) (1) $ (1,405) (1) (1,867) (1) (165,581) (2) 171,337 (1) (7,195) (13,594) (1) (1) (12,074) (164,075) 1,404 (2) (4) 366,871 (5) (16,417) (6) (227,030) 577,484 (8) 2.12 (8) $ Non-GAAP 351,751 88,410 141,654 1,901,172 297,017 425,390 178,428 936,093 115,091 706,873 2.59 Non-GAAP % of Total Revenue 76.3% Open Text Confidential. ©2021 All Rights Reserved. 44#45Reconciliation of Selected Non-GAAP Measures FY'21 YTD FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. 4 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. 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. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 73% 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 nine months ended March 31, 2021 includes the 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 that was recognized during the three months ended December 31, 2020. 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™ $ $ Nine Months Ended March 31, 2021 Per share diluted 0.47 129,389 $ 329,656 38,619 (1,404) (16,417) 342,121 (115,091) 706,873 $ 1.21 0.14 (0.01) (0.06) 1.26 (0.42) 2.59 Open Text Confidential. ©2021 All Rights Reserved. 45#46Reconciliation of Selected Non-GAAP Measures | Q3 FY'20 Three Months Ended March 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 127,565 32,151 56,526 63,401 532,492 108,184 166,234 68,828 59,943 9,406 95,077 (18,923) 8,891 25,965 0.10 GAAP % of Total Revenue 65.4% $ $ Adjustments FN (398) (284) (1) (1) (2) (3) (328) (63,401) 64,411 (1,243) (1) (1) (2,261) (2,342) (1) (59,943) (2) (9,406) (4) 139,606 (5) $ 18,923 (6) 18,188 (7) 140,341 (8) (8) $ 0.51 Non-GAAP 127,167 31,867 56,198 596,903 106,941 163,973 66,486 234,683 27,079 166,306 0.61 Non-GAAP % of Total Revenue 73.3% Open Text Confidential. ©2021 All Rights Reserved. 46#47Reconciliation of Selected Non-GAAP Measures | Q3 FY'20 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 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 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 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 March 31, 2020 Per share diluted 0.10 25,965 $ 123,344 6,856 9,406 18,923 8,891 (27,079) 166,306 $ 0.45 0.03 0.03 0.07 0.03 (0.10) 0.61 Open Text Confidential. ©2021 All Rights Reserved. 47#48Reconciliation of Selected Non-GAAP Measures | FY'20 YTD Nine Months Ended March 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 333,371 91,326 164,468 145,998 1,540,044 269,645 432,162 174,958 160,561 24,579 412,330 (19,736) 78,800 207,833 0.77 GAAP % of Total Revenue 67.5% $ $ Adjustments FN (1,152) (1) (897) (1) (917) (1) (145,998) (2) 148,964 (3) (3,719) (1) (6,760) (1) (8,085) (1) (160,561) (2) (24,579) (4) 352,668 (5) 19,736 (6) 13,481 (7) 358,923 (8) $ 1.32 (8) $ Non-GAAP 332,219 90,429 163,551 1,689,008 265,926 425,402 166,873 764,998 92,281 566,756 2.09 Non-GAAP % of Total Revenue Open Text Confidential. ©2021 All Rights Reserved. 48 74.0%#49Reconciliation of Selected Non-GAAP Measures | FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 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 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. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 27% 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™ FY'20 YTD Nine Months Ended March 31, 2020 Per share diluted 0.77 207,833 $ 306,559 21,530 24,579 19,736 78,800 (92,281) 566,756 $ 1.13 0.08 0.09 0.07 0.29 (0.34) 2.09 Open Text Confidential. ©2021 All Rights Reserved. 49#50Reconciliation of Adjusted EBITDA and Free Cash Flows FY'21 YTD Q3 FY'21 FY'20 YTD (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) (In '000's USD) GAAP-based cash flows provided by operating activities Add: Capital expenditures (1) Free cash flows opentext™ (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. $ $ $ $ 129,389 $ 342,121 114,017 165,581 164,075 64,244 38,619 (1,404) (16,417) 1,000,225 2,492,588 5.2 % 40.1 % FY'21 YTD 579,931 $ $ (36,267) 543,664 $ 91,490 $ 31,818 37,333 53,453 54,156 21,961 12,357 2,846 (8,283) 297,131 832,931 $ 11.0 % 35.7% Q3 FY'21 63,572 $ (13,311) 50,261 $ $ 207,833 78,800 105,849 145,998 160,561 65,809 21,530 24,579 19,736 830,695 2,283,124 9.1 % 36.4 % FY'20 YTD $ $ $ 674,286 $ (55,005) 619,281 $ Q3 FY'20 25,965 8,891 41,263 63,401 59,943 24,820 6,856 9,406 18,923 259,468 814,679 3.2% 31.8% Q3 FY'20 329,601 (16,793) 312,808 Open Text Confidential. ©2021 All Rights Reserved. 50#51Reconciliation 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 $ 306,619 $ 1,033,303 11.9% 29.7 % FY12 $ 125,174 12,171 15,564 84,572 53,326 21,587 18,097 24,523 (3,549) $ 351,465 $ 1,207,473 10.4 % 29.1 % FY13 $ 148,520 $ 218,125 29,690 16,982 93,610 68,745 24,496 15,575 24,034 2,473 $ 424,125 $ 1,363,336 10.9 % 31.1 % FY14 $ 58,461 27,934 69,917 81,023 35,237 19,906 31,314 $1,624,699 13.4% FY15 33.1% $ 234,327 $ 284,477 31,638 54,620 81,002 108,239 50,906 (3,941) 537,976 $ 623,649 22,047 12,823 28,047 $ 1,851,917 12.7 % FY16 33.7% 6,282 76,363 74,238 113,201 54,929 25,978 34,846 1,423 $1,824,228 15.6 % FY17 36.8 % $ 1,025,659 (776,364) 120,892 130,556 150,842 (15,743) $ 671,737 $ 794,285 64,318 30,507 63,618 $ 2,291,057 44.8% 34.7% FY18 $ 242,224 143,826 138,540 185,868 184,118 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) $ 1,100,291 $ 2,868,755 10.0% 38.4 % Open Text Confidential. ©2021 All Rights Reserved. FY20 $ 234,225 110,837 146,378 205,717 219,559 89,458 29,532 100,428 51 11,946 $1,148,080 $3,109,736 7.5 % 36.9%#52opentext Thank you TM twitter.com/opentext in linkedin.com/company/opentext opentext.com