#1Investor Presentation August 4, 2022 NASDAQ: OTEX | TSX: OTEX#2Safe Harbor and IP Statement This presentation contains 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 other applicable securities laws of the United States and 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," "might," "will" and variations of these words or similar expressions, we do so to identify forward-looking statements or information under applicable securities laws. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current estimates, beliefs and assumptions, including management's perception of historical trends, current conditions and expected future developments, as well as its expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Management's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to the duration and severity of the COVID-19 pandemic, including any new strains or resurgences, as well as our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that we achieve may differ materially from any forward-looking statements, which speak only as of the date made. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. For additional information with respect to risks and other factors which could materially affect our business, financial condition, operating results and prospects, including these forward- looking statements, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings we make with the Securities and Exchange Commission and other securities regulators. For these reasons, we caution you not to place undue reliance upon any forward- looking statements. opentext™ 2#3Q4 Fiscal 2022 Financial Results#4Q4 Fiscal 2022 Financial Highlights with Y/Y comparisons Reflects continued investments in talent, innovation and go-to-market to drive organic growth Q4 FY'22 Total Revenues ARR (2) 82% of total revenues Cloud Revenues A-EBITDA (3) 34.8% (margin) Non-GAAP Earnings Per Share (³) Free Cash Flows (³) $902.5M $935.4M in CC opentext™ $739.9M $762.2 in CC $411.6M $420.0M in CC $313.6M $326.7M in CC $0.80 $213.8M 23.7% of total revenues ▲ 1.0% ▲4.7% in CC (1) ▲ 6.6% 9.8% in CC ▲ 14.3% ▲ 16.6% in CC ▼ (0.4)% 3.8% in CC 0% 11.3% in CC (20.5)% Total Revenues ARR (2) 82% of total revenues Cloud Revenues A-EBITDA (3) 36.2% (margin) Non-GAAP Earnings Per Share (³) Free Cash Flows (³) FY'22 $3.49B $3.53B in CC $2.87B $2.89B in CC $1.54B $1.54B in CC $1.26B $1.29B in CC $3.22 $888.7M 25.4% of total revenues 1. CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. 2. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue. 3. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 3.2% 4.3% in CC ▲ 4.5% ▲ 5.5% in CC ▲ 9.1% ▲ 9.8% in CC ▼ (3.8)% ▼ (2.1)% in CC (5.0)% ▼ (1.2)% in CC ▲ 9.4% 4#5Strong Cash Flows and Balance Sheet Current Liquidity (US$) Total Cash & Committed Liquidity (1) FY'22 (US$M) Operating Cash Flows Less: CapEx Free Cash Flows (³) Less: Principal(4) Less: Dividends Less: Share Buyback Cash Generated for Corporate Purposes (5) opentext™ $2.44B $982 $93 $889 $10 $238 $177 $464 Millions USD 2.0x Q4 FY'20 1000 800 600 400 200 0 Trended Consolidated Net Leverage Ratio (2) Zix Acquisition Closing 1.8x Q1 FY'21 10 CY'22 10 CY¹23 1.6x Q2 FY'21 10 CY'24 1.6x Q3 FY¹21 1.5x 933 Q4 FY'21 Debt Maturity Profile (6) CY'25 CY'26 Term Loan B 1.4x Q1 FY'22 CY'27 900 CY'28 Senior Notes 2.0x Q2 FY'22 850 CY¹29 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of June 30, 2022. 2. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 3. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 4. Excludes redemption of $850m Snr. Notes 2026 in Q2F22. As of June 30, 2022, we had no outstanding balance under the Revolver. 5. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 6. Undrawn Revolving Credit Facility of $750m matures in October 2024 1.9x Q3 FY'22 900 CY'30 2.0x Q4 FY¹22 650 CY'31#6World's Largest Customers Trust OpenText(¹) Manufacturing Companies Oil & Gas Companies 97 of the 100 largest companies in the world are Open Text Customers opentext™ III 00 20 out of top 20 20 out of top 20 20 out of top 20 18 out of top 20 20 out of top 20 19 out of top 20 20 out of top 20 18 out of top 20 20 out of top 20 19 out of top 20 20 out of top 20 20 out of top 20 1. Customer logos represent selected FY'22 wins. Telecom Companies Utilities Companies Federal Governments Financial Services Companies Retail Companies High Tech Companies Automotive Companies Life Sciences Companies Healthcare Companies Transportation Companies NOVARTIS Kimberly-Clark ista UCB Uniquely Yours EVERMARK BUILDING INFINITE POSSIBILITIES HOMEBASE FEELS good TO BE HOME HYUNDAI Hydro Québec CITGO >> DO mymoneybank W ZEISS WELLS FARGO UNITED STATES A AL ARMY VESTIGATION DI BANQUE DE FRANCE EUROSYSTÈME AIP LX Hausys MAA The Auto Club Group MUFG B AVER BAYER CNA Mary Washington Healthcare KAISER PERMANENTEⓇ PEPSICO BNY MELLON PERSHING BD HEALTH DEFENSE PRO CURA DEPARTMENT OF H MILITIS AGENCY DEFENSE Ⓡ Pill Pack by amazon pharmacy 6#7Q1 FY'23 Quarterly Factors Externalities Inflation, supply chain and macroeconomic Strength of US dollar Geopolitical (Russia) Continued pandemic effects opentext™ Expect Q1 Y/Y Revenue in constant currency: Cloud revenues up 13% to 15% ARR up 6% to 8% Total revenues up 4% to 6% FX revenue headwind of $40M to $45M ● ● Company Specific A-EBITDA dollars constant in constant currency: • While making key investments in cloud, security and edge ● Continued integration of Zix acquisition FX A-EBITDA headwind of approximately $20M ● Our business is annual, and quarters will vary 7#8FY'23 OpenText Total Growth Strategy (Constant Currency)(¹) Y-Y Expected Growth (4) in Constant Currency 15% + F'22 Actual (2) $465.8 $1,535.0 $1,331.0 $2,866.0 $358.4 $269.5 $3,493.8 opentext TN 1. 2. 3. 4. Enterprise Cloud Bookings (3) Cloud Revenue (1) Customer Support Revenue ARR (1) License Revenue Professional Services Revenue Total Revenue (1) New M&A 6% to 8% Constant to 2% 3% to 4% 3% to 5% 2% to 4% 3% to 4% Additive Total Growth Strategy includes Zix contribution and revenue FX headwind of approximately $100 million. All dollars in USD million. Revenues may not add up exactly to Total Revenue due to rounding. Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the fiscal year that are new, committed and incremental to our existing contracts, excluding the impact of Carbonite and Zix. Projected as of August 4, 2022. 8#9FY'23 Target Model opentext™ Revenue Type: Cloud Services and Subscriptions Customer Support Annual Recurring Revenue (ARR) License Professional Services and Other Non-GAAP Gross Margin(¹): Cloud Services and Subscriptions Customer Support License Professional Services and Other Non-GAAP Gross Margin (¹) Non-GAAP Operating Expenses: Research & Development Sales & Marketing General & Admin Depreciation Total Operating Expenses A-EBITDA Margin(1) Interest and Other Related Expense (USD millions) Adjusted Tax Rate (2) Capital Expenditures (USD millions) Fiscal 2022 Actuals 43.9% 38.1% 82.0% 10.3% 7.7% 67.0% 91.1% 96.2% 20.9% 75.6% 12.1% 18.7% 8.5% 2.5% 41.9% 36.2% $157.9 14.0% $93.1 Fiscal 2023 Model (3,4) 44% -46% 36% - 38% 81% - 83% 9% -11% 7% -9% Constant 75% - 77% 12% -14% 18% - 20% 7% -9% 2% -4% 42% -44% 36.0% - 36.5% $170 - $180 14.0% $80 - $90 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. 3. This model is not guidance. 4. Reflects the acquisition of Zix Corporation. Bricata acquisition impact is immaterial and not included. 9#10FY'25 Medium-Term Aspirations Constant Currency (1) Enterprise Cloud Bookings Growth (2) Organic Revenue Growth (3) Cloud Organic Revenue Growth (3) ARR (% of Total Revenue) A-EBITDA Margin (4) (%) Free Cash Flows (4) (FCF) Capital Allocation to Dividends & Buybacks Non-GAAP Effective Tax Rate (6) 15% + opentext™ 2% to 4% 6% to 8% 85% 37% to 39% $1.1B 33% of FCF Low 20%'s Cloud Editions (CE), private cloud expertise, APIs, Titanium Strategic GROW with Open Text programs Efficient conversion of cloud bookings to revenue Cloud revenue and Customer Support renewals Upper quartile profitability while investing in cloud, security and edge Continued high conversion from A-EBITDA and working capital efficiency 67% for M&A and corporate purposes (5) Utilization of tax attributes while enhancing current structure 1. Revenue and Cloud Bookings % are year-over-year comparisons. 2. Enterprise cloud bookings is defined as the total value from cloud services and subscription contracts, entered into in the fiscal year that are new, committed and incremental to our existing contracts, excluding the impact of Carbonite and Zix. 3. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. 4. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 5. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 6. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. 10#11FY'22-FY'25 Free Cash Flows(1) FY'22 Actuals $889M opentext TN FY'25 Aspirations $1.1B Expect FCF as % of Total Revenue to high 20%'s by F'25 Upside Opportunity 1. Stronger revenues & profitability 2. Improving currency 3. Higher benefits from tax structure optimization Baseline Assumptions 1. US dollar strength 2. Global tax regimes 3. Conversion efficiency of A-EBITDA and FCF 1. Please refer to "Safe Harbor and IP Statement" at the beginning of this presentation regarding assumptions and risks related to the company's objectives. Please refer to the "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. 11#12Our Longer-Term Aspirations In Information Management (1) To be the leading cloud-based Information Management company, enabling intelligent, secure and connected businesses for customers of all sizes #1 in Every Cloud opentext™ Longer-Term Aspirations. Double the Company Up to 4% Organic Growth Plus M&A $6B+ in Free Cash Flows (²) 1. Base year F'21. 2. Represents estimated cumulative FCF. 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. 12#13Our Business#14OpenText Snapshot FY'13-FY'22 Revenue growth $1.4B to $3.5B 11% CAGR Market Coverage opentext™ Upper quartile profitability % 36.2% A-EBITDA Margin SAP Ⓡ Sources: Dun & Bradstreet G 10K list and internal estimates. Returned to shareholders since F'13 ~$1.7 Billion Google Cloud 97 of top 100 largest companies 40 of top 50 supply chains Open Text customers aws Azure World's Largest Customers Trust Open Text Manufacturing Oil & Gas Telecom Utilities Federal Financial Public Cloud Off-Cloud 20 out of 20 20 out of 20 20 out of 20 18 out of 20 20 out of 20 19 out of 20 11 million subscribers 75,000+ customers Retail High-Tech Automotive Life Sciences Healthcare Transportation Private Cloud API Cloud 3,000+ Field facing professionals 20 out of 20 18 out of 20 20 out of 20 19 out of 20 20 out of 20 20 out of 20 3,000+ customers 1 trillion calls/year 22,000+ MSPs 14#15Who We Are OpenText: The information Company Our Mission: Our Purpose: opentext™ We power and protect information. To elevate every person and every organization to gain the information advantage#16Why Customers Need Open Text OPERATIONAL DATA Structured and unstructured data from objective, observable, and measurable processes and transactions opentext™ CEO CIO COO CISO CLO CONTENT SERVICES to modernize work and automate processes BUSINESS NETWORK DIGITAL EXPERIENCE to digitize supply chain and connect ecosystems to create communication centric experiences Information Management SECURITY to create a safer world with prevention, compliance, governance, & remediation EXPERIENCE DATA Customer & employee experience data that measures attitudes, intentions, and emotions CDO CTO Developers д смо al LOB Shift to Cloud 80% + of our investments in cloud technologies 16#17Information Management Addressable Market Medium Business CY'22 Market Size $B CY'22-25 CAGR % Content Services Business Network Digital Experience Security & Protection Total opentext™ Small Business <100 employees 100-499 employees 500-999 employees $4.3B 10% $2.6B 7% $4.5B 7% $8.7B 5% $20.1B 7% $4.1B 11% $4.6B 10% $4.2B 7% $2.7B 11% Mid-Market Enterprise $15.6B 10% $2.6B 11% $2.1B 9% $2.7B 7% $1.4B 11% $8.8B 10% Large Enterprise 1000+ employees $13.0B 11% $12.8B 9% $14.0B 8% $7.8 11% $47.6B 9% TAM (1) $24.0B 11% $22.1 B 9% $25.4B 7% $20.6B 9% $92B 9% 1. Source: Estimates based on individual market reports from International Data Corporation (IDC). As disclosed at Open Text Investor Day on March 1, 2022. OpenText Total Revenue Market share gains through Total Growth $1.4B to $3.5B FY'13 to FY'22 11% CAGR 17#18OpenText Information Management Market Leadership opentext™ Cloud Content Master Modern Work opentext™ | Cloud Experience Power Modern Experiences opentext | Cloud Developer opentext™ Market Leader Forrester Wave ™: Content Platforms, Q2 2021 Market Leader IDC MarketScape: Worldwide Customer Communications Management, 2020 Market Innovator Newgen Sure Technologies- GAM normation Management C Goog BMC Uneal O Laserliche MFM Marage opentext™ | Cloud Business Network Digitize the Supply Chain opentext™ | Cloud Security & Protection Be Cyber Resilient Build the API Economy Information-Led Transformations Market Leader IDC MarketScape: Worldwide Multi-Enterprise Supply Chain Commerce. Networks, 2021 Market Leader PC Editors' Choice PCMag: The Best Antivirus Protection for 2022 CYBER SECURITY EXCELLENCE AWARDS Trap Bantoo Res WINNER 2021 Els PC EDITORS CHOICE PCMAG.COM 22 TIME WINNER BUSINESS Open TiLink One Network SE Labs AAA JAN-MAR2021 Curanda SENDPOINT PROTE Customers using APIs Zero to 25 APIs over last two years 18#19Titanium: The OpenText Cloud Platform Developer Cloud Content APIs Business Network APIs Digital Experience APIs Secure Data Management APIs Threat Intelligence APIs opentext™ Open Text Zone Open Text Zone | Single Sign-On | Learn, Try, Buy | Provision & Support | Resources & Enablement | Renewals ● Intelligent | Connected | Responsible opentext Cloud Content Run Anywhere | Off-Cloud | Private Cloud | Public Cloud | API OpenText Business Clouds opentext | Cloud Business Network Open and integrated information Common platform Multi-cloud partnerships ● ● ● opentext Cloud Experience All Cloud Editions Cloud and Edge Accessible through APIs opentext | Cloud Security 80%+ of our investments in cloud technologies Scaled Ecosystems opentext Cloud Google Cloud Azure aws 2M Trading Partners 23,000 MSPs Connected Subscribers 19#20GROW with Open Text GROW top customers and top supply chain accounts. Technology investments (internal) & automation Strong capital deployment strategy - M&A, dividends & buyback opentext™ Full Global 10K coverage (80%) by end of CY'23 Ultimate Cloud: 4 ways to consume cloud by companies of all sizes World-class integration of acquisitions - growth synergies, ROIC, FCF returns See "Safe Harbor and IP Statement" regarding assumptions and risks related to the company's objectives. Cross-sell / upsell across product portfolios Best-in-class operational support to accelerate organic growth Optimal debt structure 20#21How we Go-to-Market opentext $92B TAM (1) TN $56B $36B Target Organizations Large Enterprise 1000+ employees Mid-Market Enterprise 500-999 employees SMB/C <499 employees 1. Source: Estimates based on individual market reports from International Data Corporation (IDC). Go-to-Market Motions MSPs Retail Open Text Direct Sales amazon W Global Accounts Enterprise Accounts Corporate Accounts Strategic Partners G SAP RMMS ww-g servicenow Channel Partners Distributors VARS eCommerce 21#22Partners and the Open Text Cloud Zone: Our Force Multiplier SAP 0 Top cloud & off-cloud partner Highest growth cloud aws Open Text's largest cloud platform opentext™ Google Public cloud partnership Joint GTM with Workspace salesforce Deepen relationship with joint GTM planning Microsoft Leading partnership with SMB/C New Partnerships Service Now Infor AT&T Cerner 22,000+ MSPs opentext™ | Cloud Zone A new digital resource zone for Open Text customers Evaluate > Use > Procure> Support > Renew > Administrate Single Sign-On Provision & Support Renewals Learn, Try, Buy Resources & Enablement 22#23Sustainable Growth Through Retention and Upgrades Annual Recurring Revenue (ARR) (US$M) opentext TN 114% $1,337 FY'15 $2,866 FY'22 Renewal Rate (1) 1. For the quarter ended June 30, 2022. Excludes Carbonite and Zix. Cloud 94% Customer satisfaction is a foundation for growth 0000 0000 Customer Support 94% 23#24$20B+ M&A Opportunity Aligned with TAM Segmentation (1) Large fragmented market (¹) with no scarcity of assets Content Services Business Network Digital Experience Security & Protection Total opentext™ 1. CY'22-'25 CAGR % $24B 11% $22B 9% $25B 7% $21B 9% $92B 9% > 200 >400 > 200 >200 >1,200 companies >$5B >$3B >$5B >$5B >$20B Source: Estimates based on individual market reports from International Data Corporation (IDC). M&A Approach and Criteria ✔Lead with market segmentation ✓High adjacency within Information Management Expands market presence, customer base, technology position ✓Contributes to organic growth On operating model in 12 months ✔Free cash flows, returns-based, 5-7 year payback 24#25The Open Text Cloud will help Global Organizations deliver a new Green Ledger and Green Bottom Line Net-zero Commitments per Sector Share of large companies with announced. pledges to reach net-zero emissions by 2050 Heating / Cooling Cement Road Vehicles Power Technology Steel Passenger Airlines Aircraft Shipping Operations Oil and Gas Transport Logistics Construction opentext™ 0 20 40 Source: Fortune 60 80 100% 2030 Sustainability Pledges from the Global 10,000 L'ORÉAL Nestle BANK OF AMERICA HONDA Shell "We are empowering our business ecosystem, helping them transition to a more sustainable world" "We will halve our greenhouse gas emissions by 2030 and reach net-zero by 2050" "Dedicating 1 Trillion to aid sustainability and low carbon activities" "100% Electrification" "Carbon Neutral by 2050" Google VOLVO amazon "Apple will become entirely carbon neutral across business and manufacturing by 2030" "The company now hopes to reach 24/7 carbon-free energy by 2030" "From 2030, Volvo Cars will only sell electric vehicles" "Amazon plans to have 100,000 electric vans on the road by 2030" Source: Sustainability Magazine 25#26Corporate Citizenship Reflects our Culture Progress We've Made: ● ● ● ● Where We're Going: ● Introduced Zero-In Initiative ● Established science-based net- zero emissions targets Established new ED&I targets Continue to implement reporting best practices Invest in initiatives to increase disclosures Establish additional relevant goals and targets opentext TN 1. As of June 30, 2022. 3rd Corporate Citizenship Report Published opentext 2022 CORPORATE CITIZENSHIP REPORT INTRODUCING THE OPENTEXT ZERO-INT INITIATIVE Open Text Global Gender Profile (1) Women make up: 30% of Open Text's global workforce of Open Text's management roles 26% 33% of Open Text's board members Waterstone CANADA'S MOST ADMIRED CORPORATE CULTURES 2021 EMPLOYERS FOR YOUNG CANADA'S 2022 PEOPLE WATERLOO AREA'S TOP EMPLOYERS 2022 THE CAREER DIRECTORY 2022 CANADA'S BEST EMPLOYERS FOR RECENT GRADUATES Canada's Most Admired Corporate Cultures Canada's Top Employers for Young People Waterloo Area's Top Employers Canada's Best Employers for Recent Graduates 26#27Deeply Talented and Experienced Leadership Team Mark J. Barrenechea СЕО & СТО Menlo Park, CA opentext™ Madhu Ranganathan EVP, CFO Menlo Park, CA Paul Duggan EVP, Renewals Menlo Park, CA Muhi Majzoub EVP, Chief Product Officer Menlo Park, CA Sandy Ono EVP, CMO Menlo Park, CA Ted Harrison EVP, Enterprise Sales Menlo Park, CA Doug Parker EVP, Corporate Development Richmond Hill, ON James McGourlay EVP, International Sales Waterloo, ON Brian Sweeney EVP, CHRO Menlo Park, CA Prentiss Donohue EVP, SMB/C Sales Boulder, CO Renee McKenzie SVP, CIO Waterloo, ON Kristina Lengyel EVP, Customer Solutions Boston, MA Michael Acedo SVP, CLO & Corporate Secretary Richmond Hill, ON 27#28Proven Value Creation Track Record#29The OpenText Business System How We Create Value Our Operating Model Best Teams opentext™ Total Innovation Inclusion Total Growth Ecosystem Building Operational Excellence Sustainability Our Shareholder Value Creation Model Operating model profitability Disciplined strategic acquisitions Capital efficiency & returns Cash based returns & ROIC 29#30How We Create Value Capital Efficiency opentext TN Total Revenue Growth Value Profitability Total Revenue Growth Profitability Capital Efficiency ● ● ● ● ● Model Organic growth Acquired growth High recurring revenues Targeting upper quartile A-EBITDA margin Growing free cash flows. Free cash flows return greater than cost of capital 33% of TTM FCF towards dividends and anti-dilutive share buyback 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. For the year ended June 30, 2022. FCF/Average Invested Capital is calculated as FCF expressed as percent of average invested capital for the two most recent comparative fiscal year ends. Invested Capital is defined by and sourced by Bloomberg. Please refer to Bloomberg definition code RX215. Value Creation 11% Total Revenue 10-yr CAGR (FY'13-FY'22) 36.2% A-EBITDA margin (FY'22)(1) 11.7% FCF/Avg Invested Capital(1).(2) 30#31Total Growth Strategy ● ● ● ● ● opentext™ Growing sales breadth and depth Product innovation Drives organic growth Gain market share High free cash flow returns Acquire 1. ARR as a percentage of Total Revenues for the quarter ended June 30, 2022. 2. For the quarter ended June 30, 2022. Excludes Carbonite and Zix. Grow Information Management Retain ● 82% ARR (1) 94% Customer support renewals (2) 94% Cloud renewals (2) 31#32Cloud Acceleration in a Proven Durable Business Model ARR % of Total Revenues Cloud % of Total Revenues A-EBITDA (¹) Margin opentext TN Cloud is our largest revenue contributor at $1.5B 54.4% 29.1% 0% Growing Cloud and ARR While Delivering Upper Quartile Margin (1), (2) FY'12 H FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 82.0% 43.9% 36.2% FY¹22 FY'23 Model (% of Total Revenues) ARR 81% - 83% Cloud 44% -46% A-EBITDA Margin 36% - 36.5% 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. 32#33Strong Track Record of Financial Performance Annual Recurring Revenue (US$M) Total Revenues (US$M) 189% $1,207 FY¹12 opentext TN $3,494 FY'22 337% $657 FY'12 $2,866 FY¹22 Cloud Revenue (US$M) $0 to $1.5B $0 FY¹12 $1,535 FY¹22 A-EBITDA (1) (US$M) 260% $351 FY'12 Upper Quartile A-EBITDA Margin $1,265 FY'22 Free Cash Flows (1) (US$M) 269% $241 FY'12 $889 FY¹22 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. 33#34Proven Track Record of Value Creation FCF/Revenue (2) FCF/Avg Total Assets (³) FCF/Avg Invested Capital (4) WACC (5) We run a disciplined Free Cash Flows (¹) return business FY'20 FY'21 FY'22 28.4% 24.0% 25.4% 9.7% 8.2% 13.2% 6.0% 9.0% 10.8% 11.7% 7.4% 8.2% USD in millions $1,350 $1,250 $1,150 $1,050 $950 $8.50 $750 $650 $550 $450 $350 FY'17 A-EBITDA and FCF Trends (¹) FY'18 FY'19 A-EBITDA $ FCF FY'20 FY'21 FY¹22 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/Revenue is calculated as FCF expressed as percentage of total revenue. 3. FCF/Average Total Assets is calculated as FCF expressed as percent of average assets for the two most recent comparative fiscal year ends. 4. FCF/Average Invested Capital is calculated as FCF expressed as percent of average invested capital for the two most recent comparative fiscal year ends. Invested Capital is defined by and sourced by Bloomberg. Please refer to Bloomberg definition code RX215. 5. Weighted Average Cost of Capital (WACC) is defined by and sourced from Bloomberg. Please refer to Bloomberg definition code VM011. opentext™ FY'21 FCF includes $299.6M IRS settlement 34#35Strong Track Record of Shareholder Returns Shares Repurchased ■ Dividends $17.7 FY'13 Dividends Paid and Shares Repurchased (US$M) opentext $74.7 TN Dividends Paid (CAGR (2)): 33% $87.6 Approximately $1.7B returned to shareholders since FY'13 $65.5 $99.3 $120.6 $145.6 $168.9 $188.7 $119.1 $210.7 $177.0 FY¹14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 FY'22 $237.7 Target Capital Allocation Strategy (1) Available for corporate purposes ~ 67% TTM Free Cash Flows 1. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 2. Since Fiscal 2013. ~ 33% anti-dilutive share buyback 35#36opentext™ Thank you twitter.com/opentext in linkedin.com/company/opentext opentext.com#37Appendix#38Open Text Content Cloud: Master Modern Work [88] Suppliers Field Workers opentext™ Agreements Drawings Invoices 000 End Points Client Documents HR Documents Policies and Procedures Plants Financial Documents Legal Documents Warehouses Corporate Office 0000 10⁰ Remote Offices Office Workers Partner Agreements Client Information Product Information Internal Documents Partners Quotes Orders Invoices 3rd Parties 0000 100 00 Customers 38#39Open Text Business Network Cloud: Digitize Supply Chains E-commerce Marketing Automation Data Analytics Transport Management Warehouse Management Accounting IT Service Management Support Services opentext™ ERP CRM 8 PLM A Data Lake On-Premises Connectivity "2 API Capabilities opentext™ Trading Grid™ G Data Exchange Unified Data Visibility U Your Company X X X Secure Ecosystem Management Partner Connectivity Cloud Apps lo T Capabilities M Partners Data Services lot Devices Market Places $ Banks Contractors Customers 88 Distributors Suppliers Logistics Providers 39#40Open Text Experience Cloud: Create Customer Centric Experiences Native Journey Orchestration Native Journey Insights opentext™ Journey Data Exports Big Data Al Analysis Analytics Customer Journey Insights & Orchestration $1$ Integrated CDP for Personalization at Scale Integrated Communication Portal Customer Insights Integrated DAM for rich media assets Ä Customer Communication Management (CCM) Native Messaging Service Archive and Retrieval Interactive and On- Demand Communications Automated Document Generation (ADG) Batch Communications Processing Email, SMS, Voice, RCS, Push Notifications... Assured Delivery Global telecom/messaging carrier integrations 40#41Open Text Security Cloud: Build a Resilient and Safer World [88] Suppliers Field Workers opentext™ Threat Intelligence 000 End Points Cyber Resilience Am APP Detect rapidly, respond forensically, remediate threats 999 Your Data 10011010111 01101010101 11001010100 Predictive Insights End Points Cyber Security 3rd Parties 0000 100 00 Customers 41#42Appendix A Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results. Reconciliations of Non-GAAP financial measures for future periods are not provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below. 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 OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP- based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP- based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to Open Text, excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue. The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non- operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP. The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to our return to office planning, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends. In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. See historical filings, including the Company's 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™ 42#43Organic Growth opentext TN In US$ billions (unless indicated otherwise) Total Revenues Less: Revenues from acquisitions (2) Organic revenues Growth (decline) in organic revenues over prior year(³) Annual Recurring Revenues Less: Revenues from acquisitions (2) Organic revenues Growth (decline) in organic revenues over prior year(³) Cloud Revenues Less: Revenues from acquisitions (2) Organic revenues Growth (decline) in organic revenues over prior year(³) Customer Support Revenues Less: Revenues from acquisitions(²) Organic revenues Growth (decline) in organic revenues over prior year(³) Reported $3.49 $0.09 $3.40 0.5% $2.87 $0.09 $2.78 1.3% $1.54 $0.09 $1.45 2.9% $1.33 $0.00 $1.33 (0.3%) 1. Constant currency is defined as the current period reported revenues represented at the prior comparative period's foreign exchange rate. 2. Revenues from acquisitions refers to those revenues recognized during Fiscal 2022 from acquired businesses within one year of acquisition date. 3. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. Fiscal 2022 FX Headwind / (Tailwind) $0.04 $0.03 $0.01 $0.02 CC (1) $3.53 $0.09 $3.44 1.7% $2.89 $0.09 $2.80 2.3% $1.54 $0.09 $1.46 3.6% $1.35 $0.00 $1.35 0.9% 43#44Return on Invested Capital (ROIC) ROIC (OTEX Calculation) Adj. Operating Income (after-tax) We measure our ROIC annually. It is defined as our non-GAAP net operating profit after tax, divided by our average invested capital (Debt + Equity - Cash Deferred Tax) Non-GAAP net operating profit after tax is our non- GAAP based income from operations (as previously defined), net of our non-GAAP tax rate opentext Invested capital is defined as our total debt, plus total equity, less the sum of total cash and total net deferred tax assets (liabilities), as they each appear on our Consolidated Balance Sheets TN 1. Estimated. To be confirmed. 2. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. ROIC (in US$M) Non-GAAP based income from operations (1) Adjusted Tax Rate (%) (²) Non-GAAP based operating income after non-GAAP tax Total Debt (incl. Current Portion of LT Debt) + Total Shareholders' Equity - Cash & Cash Equivalents - Net Deferred Tax Assets (Liabilities) = Invested Capital Average Invested Capital (Avg. Current Yr. & Prior Yr.) FY'20 17.6% 14% FY'21 $911 19.0% $1,059 $1,230 $1,177 14% FY'22 $1,058 18.1% 14% $1,012 $4,194 $3,589 $4,220 $4,007 $4,099 $4,032 $1,693 $1,607 $1,694 $763 $689 $744 $5,814 $5,745 $5,392 $5,178 $5,569 $5,603 44#45Summary of Quarterly Results with Constant Currency (In millions U.S. dollars, except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues** License Professional service and other Total revenues GAAP-based operating income Non-GAAP-based operating income (¹) GAAP-based net income, attributable to OpenText GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) Q4 FY'22 $411.6 328.3 $739.9 94.7 67.8 $902.5 $137.6 $291.0 $102.2 $0.38 $0.80 $313.6 $251.9 $213.8 Q4 FY¹21 $360.2 334.3 $694.4 132.5 66.6 $893.5 $171.7 $293.9 $181.3 $0.66 $0.80 $314.8 $296.2 $268.8 Change $51.4 (5.9) $45.5 (37.9) 1.3 $8.9 ($34.1) ($2.9) ($79.1) ($0.28) ($1.2) ($44.2) ($55.0) % Change 14.3 % (1.8) % 6.6 % (28.6) % 1.9 % 1.0 % (19.9) % (1.0) % (43.6) % (42.4) % % (0.4) % (14.9) % (20.5) % Q4 FY'22 in CC* $420.0 342.3 $762.2 101.3 71.9 $935.4 N/A $303.9 N/A N/A $0.89 $326.7 N/A N/A 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* 16.6 % 2.4 % 9.8 % (23.6) % 7.9 % 4.7 % N/A 3.4 % N/A N/A 11.3 % 3.8 % 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. 45#46Summary of Annual Results with Constant Currency (In millions U.S. dollars, except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues License Professional service and other Total revenues ** GAAP-based operating income Non-GAAP-based operating income (1) GAAP-based net income, 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'22 $1,535.0 1,331.0 $2,866.0 358.4 269.5 $3,493.9 $644.8 $1,176.9 $397.1 $1.46 $3.22 $1,265.0 $981.8 $888.7 FY'21 $1,407.4 1,334.1 $2,741.5 384.7 259.9 $3,386.1 $740.9 $1,230.0 $310.7 $1.14 $3.39 $1,315.0 $876.1 $812.4 $ Change $127.6 (3.1) $124.5 (26.4) $9.6 $107.7 ($96.1) ($53.0) $86.4 $0.32 ($0.17) ($50.0) $105.7 $76.3 % Change 9.1 % (0.2) % 4.5 % (6.9) % 3.7 % 3.2 % (13.0) % (4.3) % 27.8 % 28.1 % (5.0) % (3.8) % 12.1 % 9.4 % FY'22 in CC* $1,544.7 1,347.3 $2,892.0 367.0 274.3 $3,533.3 N/A $1,199.9 N/A N/A $3.35 $1,288.1 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™ N/A N/A % Change in CC* 9.8 % 1.0 % 5.5 % (4.6) % 5.5 % 4.3 % N/A (2.4) % N/A N/A (1.2) % (2.1) % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see Note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. 46#47Reconciliation of Selected Non-GAAP Measures | Q4 FY'22 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ 69 $ GAAP 133,785 30,571 55,436 46,274 633,793 118,931 185,985 85,958 56,341 26,281 137,591 (19) (5,005) 102,196 0.38 Three Months Ended June 30, 2022 GAAP % of Total Revenue Adjustments FN Non-GAAP 70.2% (2,213) (1) $ (768) (1) (1,465) (1) (46,274) (2) 50,720 (3) (7,186) (1) (7,251) (1) (5,582) (1) (56,341) (2) (26,281) (4) 153,361 (5) 19 (6) 40,090 (7) 113,290 (8) 0.42 (8) GA 131,572 29,803 53,971 684,513 111,745 178,734 80,3 290,952 35,085 215,486 0.80 Non-GAAP % of Total Revenue 75.9% 47#48Reconciliation of Selected Non-GAAP Measures | Q4 FY'22 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 5 GAAP-based and Non-GAAP-based income from operations stated in dollars. 2 4 6 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. 7 8 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 5% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based provision for come taxes Non-GAAP-based net income, attributable to OpenText $ opentext™ Three Months Ended June 30, 2022 Per share diluted 0.38 102,196 $ 102,615 24,465 26,281 19 (5,005) (35,085) 215,486 $ 0.38 0.09 0.10 (0.02) (0.13) 0.80 48#49Reconciliation of Selected Non-GAAP Measures | FY'22 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ GA GAAP 511,713 121,485 216,895 198,607 2,431,643 440,448 677,118 317,085 217,105 46,873 644,773 29,118 118,752 397,090 1.46 Year ended June 30, 2022 GAAP % of Total Revenue Adjustments 69.6% 69 (5,285) (1) (2,399) (1) (3,740) (1) (198,607) (2) 210,031 (3) FN (17,122) (1) (22,628) (1) (18,382) (1) (217,105) (2) (46,873) (4) 532,141 (5) (29,118) (6) 23,913 (7) (8) 479,110 1.76 (8) $ Non-GAAP 506,428 119,086 213,155 2,641,674 423,326 654,490 298,703 1,176,914 142,665 876,200 3.22 Non-GAAP % of Total Revenue 75.6% 49#50Reconciliation of Selected Non-GAAP Measures | FY¹22 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. 2 Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 5 GAAP-based and Non-GAAP-based income from operations stated in dollars. 4 6 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 23% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to OpenText opentext™ 397,090 415,712 69,556 46,873 (29,118) 118,752 Year ended June 30, 2022 Per share diluted 1.46 (142,665) 876,200 $ 1.52 0.26 0.17 (0.11) 0.44 (0.52) 3.22 50#51Reconciliation of Selected Non-GAAP Measures | Q4 FY'21 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%)/ Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ GA GAAP 127,583 32,938 53,662 53,215 621,814 117,235 183,237 73,019 52,469 3,152 171,681 45,017 (2,215) 181,283 0.66 Three Months Ended June 30, 2021 GAAP % of Total Revenue Adjustments FN 69.6% (935) (1) (505) (1) (698) (1) (53,215) (2) 55,353 (3) (2,664) (1) (4,718) (1) (3,830) (1) (52,469) (2) (3,152) (4) 122,186 (5) (45,017) (6) 38,099 (7) 39,070 0.14 (8) (8) $ Non-GAAP 126,648 32,433 52,964 677,167 114,571 178,519 69,189 293,867 35,884 220,353 0.80 Non-GAAP % of Total Revenue 75.8% 51#52Reconciliation of Selected Non-GAAP Measures | Q4 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 2 excluded from our internal analysis of operating results. 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 5 GAAP-based and Non-GAAP-based income from operations stated in dollars. 4 6 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 1% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net $ GAAP-based provision for income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to OpenText $ opentext™ Three Months Ended June 30, 2021 Per share diluted 0.66 181,283 $ 105,684 13,350 3,152 (45,017) (2,215) (35,884) 220,353 $ 0.39 0.05 0.01 (0.16) (0.02) (0.13) 0.80 52#53Reconciliation of Selected Non-GAAP Measures | FY'21 (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%)/ Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for income taxes GAAP-based net income / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ GA GAAP 481,818 122,753 197,183 218,796 2,351,649 421,447 622,221 263,521 216,544 1,748 740,903 61,434 339,906 310,672 1.14 Year Ended June 30, 2021 GAAP % of Total Revenue Adjustments FN 69.4% (3,419) (1) (1,910) (1) (2,565) (1) (218,796) (2) 226,690 (3) (9,859) (1) (18,312) (1) (15,904) (1) (216,544) (2) (1,748) (4) 489,057 (5) (61,434) (6) (188,931) (7) 616,554 2.25 (8) (8) Non-GAAP 478,399 120,843 194,618 2,578,339 411,588 603,909 247,617 1,229,960 150,975 927,226 3.39 Non-GAAP % of Total Revenue 76.1% 53#54Reconciliation of Selected Non-GAAP Measures | 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. 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 5 GAAP-based and Non-GAAP-based income from erations stated in dollars. 2 4 6 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 52% 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 year ended June 30, 2021 includes an income tax provision charge from IRS settlements 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 second quarter of Fiscal 2021. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to OpenText $ opentext™ Year Ended June 30, 2021 Per share diluted 1.14 310,672 $ 435,340 51,969 1,748 (61,434) 339,906 (150,975) 927,226 $ 1.59 0.19 0.01 (0.22) 1.23 (0.55) 3.39 54#55Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) GAAP-based net income, attributable to OpenText Add: Provision for income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) (In '000's U.S. dollars) GAAP-based cash flows provided by operating activities $ opentext™ (A $ Add: Capital expenditures (1) Free cash flows (1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. Q4 FY'22 102,196 (5,005) 40,342 46,274 56,341 22,706 24,465 26,281 19 313,619 902,454 11.3% 34.8 % Q4 FY'22 $ $ 251,940 $ (38,172) 213,768 $ Q4 FY'21 181,283 893,527 20.3 % 35.2 % (2,215) 118,752 37,550 157,880 53,215 198,607 52,469 217,105 21,021 88,241 13,350 69,556 3,152 46,873 (45,017) (29,118) 314,808 $ 1,264,986 Q4 FY'21 296,189 (27,408) 268,781 FY'22 YTD $ 397,090 3,493,844 11.4% 36.2% FY'22 YTD $ 981,810 $ (93,109) 888,701 $ FY'21 YTD 310,672 339,906 151,567 218,796 216,544 85,265 51,969 1,748 (61,434) 1,315,033 3,386,115 9.2 % 38.8 % FY'21 YTD 876,120 (63,675) 812,445 55#56Reconciliation of Adjusted EBITDA and Free Cash Flows FY'13 FY'14 FY'16 FY'20 FY'21 (In '000's U.S. dollars) Adjusted EBITDA GAAP-based net income, attributable to OpenText Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) Free Cash Flows GAAP-based cash flows provided by operating activities (1) Add: Capital expenditures (2) Free cash flows $ 148,520 opentext™ $ 29,690 16,982 93,610 68,745 24,496 15,575 24,034 2,473 424, 125 6 1,363,336 10.9 % 31.1 % $ 318,502 (23,107) $ 295,395 $ 218,125 $ 234,327 58,461 27,934 69,917 31,638 54,620 81,002 108,239 50,906 22,047 12,823 28,047 $ 537,976 $ 623,649 FY'15 81,023 35,237 19,906 31,314 (3,941) 1,624,699 $ 1,851,917 13.4 % 12.7 % 33.7% 33.1 % $ 417,096 522,055 (42,268) (77,046) $ 374,828 $ 445,009 284,477 6,282 76,363 74,238 113,201 54,929 25,978 34,846 1,423 671,737 $ 1,824,228 15.6 % 36.8 % FY'17 $ 1,025,659 (776,364) 120,892 130,556 150,842 64,318 30,507 63,618 (15,743) $ 794,285 $ 2,291,057 44.8 % 34.7 % 523,663 $ 440,353 FY'18 $ 242,224 $ 285,501 $ 234,225 $ 310,672 143,826 138,540 185,868 184,118 86,943 27,594 29,211 (17,973) $ 1,020,351 $ 2,815,241 8.6 % 36.2 % FY'19 708,081 154,937 136,592 183,385 189,827 97,716 26,770 35,719 (10,156) $ 1,100,291 $ 2,868,755 10.0 % 38.4 % $ 876,278 110,837 146,378 205,717 219,559 89,458 29,532 100,428 11,946 $ 1,148,080 $ 3,109,736 $ 7.5 % 36.9% 954,536 339,906 151,567 218,796 216,544 85,265 51,969 1,748 (61,434) $ 1,315,033 $ 3,386,115 9.2 % 38.8% $ 876,120 (70,009) (79,592) (105,318) (63,837) (72,709) (63,675) $ 453,654 $ 360,761 $ 602,763 $ 812,441 $ 881,827 $ 812,445 (1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. Fiscal years 2014-2020 have been adjusted retrospectively to conform to current period presentation while fiscal years 2012-2013 are presented prior to adoption of ASU 2016-18. (2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows FY'22 $ 397,090 118,752 157,880 198,607 217,105 88,241 69,556 46,873 (29,118) $ 1,264,986 $ 3,493,844 11.4 % 36.2 % 981,810 (93,109) $ 888,701 56