#1opentext™ Investor Presentation NASDAQ: OTEX | TSX: OTEX November 5, 2020#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. ©2020 All Rights Reserved. 2#3Q1 Fiscal 2021 Financial Results opentext™ Open Text Confidential. ©2020 All Rights Reserved. 3#4Q1 Fiscal 2021 Financial Highlights With Y/Y Comparisons Q1 FY'21 Total Revenues ARR(1) Cloud Revenues A-EBITDA (2) Non-GAAP Earnings Per Share (2) Free Cash Flows (2), (3) opentext TM $804.0M $670.4M 83.4% of Total Revenue $341.0 M $342.3M 42.6% (margin) $0.89 $218.6M 15.4% 14.5% in CC 22.0% 21.4% in CC 43.7% 43.4% in CC 34.7% 32.1% in CC 39.1% 35.9% in CC 84.0% Trailing Twelve Months (TTM) Ending Q1 FY'21 11.0% 11.7% in CC Total Revenues ARR(1) Cloud Revenues A-EBITDA (²) Non-GAAP Earnings Per Share (2) Free Cash Flows (2), (3) $3.22B $2.55B 79.4% of Total Revenue $1.26B $1.24B 38.4% (margin) $3.14 $981.6M 1 Annual recurring revenue is defined as the sum of cloud services and subscriptions revenue and customer support revenue. 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. 3. Free Cash Flows = Operating Cash Flows minus Capital Expenditures (or "Additions to property & equipment" in the Statement of Cash Flow). 16.9% 17.6% in CC 34.6% 35.2% in CC 11.5% 11.9% in CC 12.1% 12.5% in CC ▲ 25.1% Open Text Confidential. ©2020 All Rights Reserved. 4#5Q1 FY'21 Revenue Breakdown Total Revenue by Geography Total Revenue Mix 9% 41% 8% Cloud Services & Subscriptions Customer Support opentext™ 42% ■License ■ Professional Service & Other 1. Excludes XMedius. 28% 9% ■Americas ■ EMEA ■APJ 63% ARR by Industry (1) 9% 9% 7% 11% 5% ■ Financial ■ Services ■ Technology 3% Consumer goods ■ Utilities 15% 23% 18% Public Sector Healthcare Basic materials and conglomerates Industrial goods Open Text Confidential. ©2020 All Rights Reserved. 5#6Q1 F'21 Customer Wins Business Network Sephora is a leader in prestige omni-retail, with more than 500 stores across the Americas, plus over 600 locations inside JCPenney. SEPHORA With the Open Text Active Intelligence platform, Sephora will be able to ramp up a program to reach more than 350 brands across their portfolio. Cyber Resilience Texas A&M University is a public research university in College Station, Texas. The organization purchased Carbonite Endpoint to better centrally manage all endpoints for their College of Architecture. opentext™ Content Services ECMWF The European Centre for Medium-Range Weather Forecasts (ECMWF) provides world-leading, numerical weather predictions. A longtime Open Text customer, ECMWF integrated Open Text Core Share with its existing Content Suite solution. Digital Experience SOUTHERN CALIFORNIA EDISON An EDISON INTERNATIONAL® Company As one of the nation's largest electric utilities, Southern California Edison delivers power to 15 million people. Southern California Edison is leveraging Open Text Exstream to continue to manage business critical print customer communications and will soon expand to include email communications. ON freshdirect ON Semiconductor Department for Work & Pensions securex PLEX® DEPARTMENT OF Managed Health Care Vetv LAB HERITAGE INC Morrisons Since 1899 1828 University of Central Lancashire UCLan Open Text Confidential. ©2020 All Rights Reserved. 6#7FY'21 OpenText 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 Revenue New M&A 1. As of November 5, 2020. 2. All dollars in USD millions. Prior Y/Y Expected % Growth Low double-digit Constant Mid-single digit Decline Decline Constant Additive New Y/Y Expected % Growth Mid double-digit Low single-digit High single-digit Decline Decline Constant to low single-digit Additive Open Text Confidential. ©2020 All Rights Reserved. 7#8FY'21 Target Model Revenue Type: Cloud Services and Subscriptions Customer Support Annual Recurring Revenue (ARR) License Professional Services and Other Non-GAAP Gross Margin Cloud Services and Subscriptions Customer Support License Professional Services and Other Non-GAAP Gross Margin (¹) Non-GAAP Operating Expenses: Research & Development Sales & Marketing General & Admin Depreciation A-EBITDA Margin(¹) Interest and Other Related Expense (USD millions) Adjusted Tax Rate (2) Capital Expenditures (USD millions) 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 Prior Fiscal 2021 Model(³) New Fiscal 2021 Model (³) 41% - 43% 38% -42% 80% - 82% 10% - 13% 6% -9% 63% - 65% 89% - 91% 96% - 98% 18% - 20% 74% -76% 12% -14% 18% - 20% 6% -8% 2% -4% 37% -38% $157 - $162 14% $85 - $95 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. ©2020 All Rights Reserved. 8#9Q2 FY'21 Quarterly Factors(¹) ● Externalities COVID-19 health, financial and societal crisis Industry and supply chain disruption Global geopolitical including post-US elections Volatile macro environment opentext 1. Expect Q2 q/q: Company Specific ● • Favorable FX up to $3M Annual Recurring Revenue (ARR) constant Adjusted EBITDA dollars to decline low-single digits Total Revenue constant The Q2 Quarterly Factors are anticipated quarterly variances that do not reflect Open Text's annual business. Our business is annual, and quarters will vary Open Text Confidential. ©2020 All Rights Reserved. 9#10FY'23 Aspirations opentext™ A-EBITDA Margin 38% -40% Free Cash Flow $0.9B-$1.0B We plan to invest any profit above 40% A-EBITDA into growth initiatives Open Text Confidential. ©2020 All Rights Reserved. 10#11Strong Cash Flow and Balance Sheet Cash Generated for Total Shareholder Return TTM Q1 FY'21 (US$ M) Operating Cash Flows $1,051 Less: CapEx Free Cash Flows Less: Principal Less: Dividends Cash Generated for Corporate Purposes (2) opentext™ $69 $982 $10 $189 $783 2.61X 2.30x 2.01x Trended Consolidated Net Leverage Ratio (¹) 1.86x Q1 FY'18 Q2 FY'18 Q3 FY'18 Q4 FY'18 1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 2. Corporate purposes may include M&A, debt repayment, share repurchases, or other initiatives. 1.72x 1.89x 1.70x Q1 FY'19 Q2 FY'19 Q3 FY'19 1.53x 1.48x Q4 FY¹19 Q1 FY'20 Carbonite Acquisition Closing 2.28x 2.25x Q2 FY'20 Q3 FY'20 2.04x 1.82x Q4 FY'20 Q1 FY'21 Open Text Confidential. ©2020 All Rights Reserved. 11#12Strong Liquidity and Cash Position Current Liquidity (US$ M) Total Available & Committed Liquidity (¹)(2) Capital Expenditures as % of Total Revenue (FY'14 to Q1 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% FY'17 3.7% FY'18 2.2% $1,996 FY'19 2.3% FY'20 2.2% Q1 FY'21 (TTM) Total cash & short-term investments at $1.846B (Sept. 30, '20)(²) Cash Balance Trend 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $150m as of September 30, 2020. 2. Subsequently in October 2020, we repaid the $600M drawn under the Revolver using cash at hand. Millions USD 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 0 788 595 10 CY'20 765 Ï 941 10 10 CY'21 CY'22 ■TLB Debt Maturity Profile (²) 150 999 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'21 600 10 10 CY'23 CY'24 Drawn RCF 675 933 CY'25 Undrawn RCF 1,453 850 1,693 900 CY'26 CY'27 CY'28 CY'29 Senior Notes 1,846 900 CY'30 Open Text Confidential. ©2020 All Rights Reserved. 12#13Strategy opentext™ Open Text Confidential. ©2020 All Rights Reserved. 13#14The world runs on information From the debate on truth, to a global pandemic response, to a modern civil rights movement, the fact is, information is more important than ever. M P#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 (83% ARR) (¹) Expanding EBITDA margins Strong Free Cash Flows (FCF) (2) and Balance Sheet Target dividend payout of ~20% of TTM FCF ● ● About Open Text opentext 1 TM 2. 3 Value Creation Playbook Organic Growth Accretive Acquisitions + + Cloud Growth + ARR Growth + Margin Expansion + Cash Flow Growth + Dividends + Share Repurchase Plan (3) ARR as a percentage of Total Revenues for the quarter ended September 30, 2020. Free Cash Flows = Operating Cash Flows minus Capital Expenditures (or "Additions to property & equipment" in the Statement of Cash Flow). On November 5, 2020, Open Text announced a Repurchase Plan to purchase, from time to time over 12 months, if considered advisable, up to an aggregate of $350M of its common shares. No assurance can be given as to the precise number of shares, if any, that will ultimately be purchased under the Repurchase Plan. Innovation Reinvest for Growth Capital Structure and Allocation Open Text Confidential. ©2020 All Rights Reserved. 15#16The OpenText Business System. Total Growth Capital Investment, Dividends, Shareholder Return opentext™ ROIC Strategic Acquisitions Diligence پیرا Integration 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. ©2020 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. ©2020 All Rights Reserved. 17#18Driving Shareholder Returns Continued Investment in Growth Initiatives opentext™ 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 Target Model of 81% to 83% ● Over $1 billion in dividends since FY'13(²) + Share Repurchase Plan (³) 1. Please see Open Text Q4 F'20 Financial Results Presentation for definition of ROIC, August 6, 2020. 2. Includes dividends declared on November 5, 2020 payable to shareholders on December 22, 2020. 3. On November 5, 2020, OpenText announced a Repurchase Plan to purchase, from time to time over 12 months, if considered advisable, up to an aggregate of $350M of its common shares. No assurance can be given as to the precise number of shares, if any, that will ultimately be purchased under the Repurchase Plan. Open Text Confidential. ©2020 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. ©2020 All Rights Reserved. 19#20Leadership in Information Management DIGITAL EXPERIENCE opentext™ Information BUSINESS NETWORK ADVANCED INFORMATION ADVANTAGE TECHNOLOGY CYBER RESILIENCE 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 89 of the world's largest 100 companies are OpenText customers 3.8% FY'19 9.7% FY'20 Open Text Confidential. ©2020 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. ©2020 All Rights Reserved. 21#22Agility Using Open Text's Content Services Information makes Agility more responsive. "Visibility into supply has been critical to helping us navigate the disruption brought by the COVID-19 pandemic. 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 TM Open Text Intelligent Capture Open Text Professional Services AME Open Text Confidential. ©2020 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. ©2020 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. ©2020 All Rights Reserved. 24#25Total Growth Strategy Retain opentext™ Information Management Acquire Grow 1 ARR as a percentage of Total Revenues for the quarter ended September 30, 2020. 2 For the quarter ended September 30, 2020. Retain Grow Acquire ● • 83% ARR(1¹) 94% Customer Support renewals (2) ● ● ● Growing Sales Breadth and Depth Product Innovation • Accretive Acquisitions ● On Operating Model in 12 Months Open Text Confidential. ©2020 All Rights Reserved. 25#26Retain: Our World Class Customer Base Annual Recurring Revenue (US$ M) opentext™ 136% $1,080 FY'14 1. Excludes Carbonite. $2,554 Q1 FY'21 TTM Q1 FY'2021 Key Metrics Renewal Rates (1): Cloud: Mid 90%'s Off Cloud CS: 94% 91% Customer Support Gross Margin Retain Open Text Confidential. ©2020 All Rights Reserved. 26#27FY'21 Key Growth Initiatives Growth Initiatives opentext™ 1 Accelerate Product Innovation 2 Continued Migration to Open Text Clouds 3 Broaden and Deepen Sales Coverage 4 Leverage Cyber Resilience. Grow Open Text Confidential. ©2020 All Rights Reserved. 27#28Accelerate Product Innovation opentext™ Past Content Business Network Open Text Clouds Developer (19) 812 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. ©2020 All Rights Reserved. 28#29Continued Migration to the Open Text Clouds Cloud is our largest revenue contributor opentext™ G Content 18 CAM STZ Experience Business Network All Open Text software launched as a Service with APIs Developer Security & Protection Grow Open Text Confidential. ©2020 All Rights Reserved. 29#30Broaden & Deepen Sales Coverage Enterprise Solutions Direct I વર 2,000+ Field Facing Professionals GOAL opentext™ Strategic Partners SAP Ⓡ aws 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. ©2020 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. ©2020 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 1. Please see Open Text Q4 F'20 Financial Results Presentation for definition of ROIC, August 6, 2020 Large Install Base & Cross- Sell Opportunities 8 Mission Critical Strong IP Portfolio Acquire Solid Track Record of Free Cash Flows and High-Teens ROIC (1) Open Text Confidential. ©2020 All Rights Reserved. 32#33Track Record of Shareholder Returns Dividends Paid (¹) (US$ million) $74.7 FY'14 opentext™ $87.6 $99.3 +153% $120.6 $145.6 FY'17 FY'15 FY'16 Over $1 Billion in Dividends since FY13 (1) $168.9 FY'18 FY'19 $188.7 FY'20 1. Dividend amount includes one quarter of dividends paid in Q4 FY13 and Q1 FY21 dividend declared payable on December 22, 2020. 2 On November 5, 2020, the Board declared a cash dividend increase of 15% from $0.1746 to $0.2008 per common share. 3 On November 5, 2020, Open Text announced a Repurchase Plan to purchase, from time to time over 12 months, if considered advisable, up to an aggregate of $350M of its common shares. No assurance can be given as to the precise number of shares, if any, that will ultimately be purchased under the Repurchase Plan. Q1 FY21 Dividend increase of 15% to 20.08 cents per common share(2) + Share Repurchase Plan (³) Open Text Confidential. ©2020 All Rights Reserved. 33#34Executive Leadership Team (ELT) Mark J. Barrenechea CEO and CTO Madhu Ranganathan EVP, CFO Savinay Berry SVP, Lou Blatt SVP, Cloud Service Delivery Chief Marketing Officer opentext™ Muhi Majzoub EVP, Chief Product Officer Prentiss Donohue SVP, Partners & Alliances Gordon Davies EVP, CLO & Corporate Development Paul Duggan SVP, Revenue Operations Ted Harrison EVP, Sales David Jamieson SVP, CIO James McGourlay EVP, Customer Operations Doug Parker SVP, Corporate Development Craig Stilwell EVP, SMB & Consumer Sales Brian Sweeney SVP, CHRO Open Text Confidential. ©2020 All Rights Reserved. 34#35Information Makes Us More Information fuels knowledge. When we know more, only then can we understand, achieve, do and be more. opentext™ DIG via Open Text Confidential. ©2020 All Rights Reserved. 35#36Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non- GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus, it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its Consolidated Financial Statements, all of which should be considered when evaluating the Company's results. The Company uses these Non-GAAP financial measures to supplement the information provided in its Consolidated Financial Statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. 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. The Company's management believes that the presentation of Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain nonoperational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP. The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special Charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends. In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of 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 Forms 10-K, 10-Q and 8-K for reconciliations of certain Non-GAAP measures to U.S. GAAP-based financial measures. opentext™ Open Text Confidential. ©2020 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 Q1 FY21 GAAP-based operating income Non-GAAP-based operating income (1) GAAP-based EPS, diluted Q1 FY20 $237.3 312.3 $549.6 77.9 69.4 $696.9 $132.5 $234.0 $0.27 $0.64 $74.4 $254.2 $137.4 $118.8 $ Change $103.7 17.1 $120.8 (9.4) (4.3) $107.1 $49.8 $86.4 $0.11 $0.25 $29.0 $88.1 $96.5 $99.8 % Change Q1 FY21 in CC* 43.7 % 5.5 % 22.0% $340.2 327.1 $667.3 67.1 63.6 $798.0 N/A $313.9 (12.0) % (6.2) % 15.4 % 37.6 % 36.9 % 40.7 % 39.1 % 38.9 % 34.7 % 70.2 % 84.0% $341.0 329.4 $670.4 68.5 65.1 $804.0 $182.4 $320.4 $0.38 Non-GAAP-based EPS, diluted (1)(2) $0.89 GAAP-based net income, attributable to Open Text $103.4 Adjusted EBITDA (1) $342.3 Operating cash flows $233.9 Free cash flows(1) $218.6 (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements. *CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. ** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. opentext™ % Change in CC* N/A $0.87 N/A $335.7 N/A N/A 43.4 % 4.8 % 21.4 % (13.8) % (8.5) % 14.5 % N/A 34.2% N/A 35.9 % N/A 32.1% N/A N/A Open Text Confidential. ©2020 All Rights Reserved. 37#38Reconciliation of Selected Non-GAAP Measures | Q1 F21 Three Months Ended September 30, 2020 (in '000s USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%)/ Non-GAAP-based gross profit and gross margin (%) 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 112,624 29,194 46,581 58,037 555,088 93,903 132,400 56,189 54,993 13,244 182,356 2,883 42,744 103,376 0.38 GAAP % of Total Revenue 69.0% $ $ Adjustments (836) (442) (517) (58,037) 59,832 (2,342) (4,057) (3,542) (54,993) (13,244) 138,010 (2,883) (3,365) 138,492 0.51 FN (1) (1) (1) (2) (3) (1) (1) (1) (2) (4) (5) (6) (7) (8) $ (8) $ Non-GAAP 111,788 28,752 46,064 614,920 91,561 128,343 52,647 320,366 39,379 241,868 0.89 Non-GAAP % of Total Revenue 76.5% Open Text Confidential. ©2020 All Rights Reserved. 38#39Reconciliation of Selected Non-GAAP Measures | Q1 F21 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. 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. 2 3 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 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 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 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 8 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 29% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to 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 September 30, 2020 Per share diluted 0.38 103,376 113,030 11,736 13,244 (2,883) 42,744 (39,379) 241,868 $ $ 0.41 0.04 0.05 (0.01) 0.16 (0.14) 0.89 Open Text Confidential. ©2020 All Rights Reserved. 39#40Reconciliation of Selected Non-GAAP Measures | Q1 F20 (in '000s USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development 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 102,162 29,387 54,338 40,298 468,380 81,178 128,618 51,535 49,158 5,101 132,513 (2,785) 23,091 74,401 0.27 Three Months Ended September 30, 2019 GAAP % of Total Revenue 67.2% $ $ Adjustments FN (383) (316) (243) (40,298) 41,240 (1,221) (2,116) (2,612) (49,158) (5,101) 101,448 2,785 5,154 99,079 0.37 (1) $ 101,779 (1) (1) 29,071 54,095 (2) (3) (1) (1) (1) (2) (4) (5) (6) (7) (8) (8) Non- GAAP $ 509,620 79,957 126,502 48,923 233,961 28,245 173,480 0.64 Non-GAAP % of Total Revenue 73.1% Open Text Confidential. ©2020 All Rights Reserved. 40#41Reconciliation of Selected Non-GAAP Measures | Q1 F20 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 4 5 6 7 8 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based income from operations stated in dollars. Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 24% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to Open Text Add: 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 September 30, 2019 Per share diluted 0.27 74,401 $ 89,456 6,891 5,101 2,785 23,091 (28,245) 173,480 $ 0.33 0.03 0.02 0.01 0.09 (0.11) 0.64 Open Text Confidential. ©2020 All Rights Reserved. 41#42Reconciliation of Adjusted EBITDA and Free Cash Flows (in '000s 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 Adjusted EBITDA margin (% of total revenue) (in '000s USD) GAAP-based cash flows provided by operating activities Add: Capital expenditures (1) Free cash flows (1) Defined as "Additions of property & equipment" in the Condensed Consolidated Statements of Cash Flows opentext™ $ $ $ Q1 FY21 103,376 42,744 39,089 58,037 54,993 22,003 11,736 13,244 (2,883) 342,339 804,013 42.6 % Q1 FY21 233,904 (15,305) 218,599 $ $ $ Q1 FY20 74,401 23,091 32,210 40,298 49,158 20,277 6,891 5,101 2,785 254,212 696,888 36.5 Q1 FY20 137,447 (18,614) 118,833 % Open Text Confidential. ©2020 All Rights Reserved. 42#43Reconciliation of Adjusted EBITDA | F11-F20 (in '000s 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 Adjusted EBITDA Margin (% of total revenue) opentext™ FY11 12,931 8,452 68,048 38,966 22,116 11,308 15,576 6,019 FY12 $ 123,203 $ 125,174 $ 148,520 $ 218,125 $ 234,327 $ 284,477 $1,025,659 $ 242,224 $285,501 $ 234,225 12,171 29.7 % 15,564 84,572 53,326 21,587 18,097 24,523 (3,549) FY13 29,690 29.1 % 16,982 93,610 68,745 24,496 15,575 24,034 FY14 2,473 58,461 31.1 % 27,934 69,917 81,023 35,237 19,906 31,314 FY15 31,638 33.1 % 54,620 81,002 108,239 50,906 22,047 12,823 FY16 28,047 6,282 33.7% 76,363 74,238 113,201 54,929 25,978 34,846 FY17 1,423 36.8 % (776,364) 143,826 120,892 130,556 150,842 64,318 30,507 FY18 63,618 138,540 34.7 % 185,868 184,118 86,943 27,594 29,211 FY19 154,937 36.2% 136,592 183,385 (3,941) (15,743) (17,973) (10,156) $ 306,619 $ 351,465 $ 424,125 $ 537,976 $ 623,649 $ 671,737 $ 794,285 $1,020,351 $ 1,100,291 $ 1,148,080 189,827 97,716 26,770 35,719 FY20 110,837 $ 1,033,303 $ 1,207,473 $ 1,363,336 $1,624,699 $ 1,851,917 $1,824,228 $2,291,057 $ 2,815,241 $2,868,755 $3,109,736 38.4% 146,378 205,717 219,559 89,458 29,532 100,428 11,946 36.9 % Open Text Confidential. ©2020 All Rights Reserved. 43#44opentext Thank you TM twitter.com/opentext in linkedin.com/company/opentext opentext.com