#1Investor Presentation NASDAQ: OTEX | TSX: OTEX August 5, 2021 opentext™#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 and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19. 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™ OpenText ©2021 All rights reserved 2#3Q4 and Fiscal 2021 Financial Results opentext™ OpenText ©2021 All rights reserved 3#4Q4 and Fiscal 2021 Financial Highlights with Y/Y comparisons Total Revenues ARR (²) Cloud Revenues A-EBITDA (3) Non-GAAP Earnings Per Share (3) Free Cash Flows (3) opentext™ Q4 FY'21 $893.5M $694.4M 78% of total revenues $360.2M $314.8M 35.2% (margin) $0.80 $268.8M ▲ 8.1% 4.0% in CC (1) ▲ 5.6% 2.2% in CC ▲ 8.3% 6.0% in CC ▼ (0.8)% ▼ (3.5)% in CC 0.0% ▼ (2.5)% in CC ▲ 2.4% Total Revenues ARR (²) Cloud Revenues A-EBITDA (3) Non-GAAP Earnings Per Share (3) Free Cash Flows (³) (Includes IRS settlement payment of $299.6M) Fiscal 2021 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. $3.39B $2.74B 81% of total revenues $1.41B $1.32B 38.8% (margin) $3.39 $812.4M ▲ 8.9% 6.3% in CC ▲ 12.7% 10.4% in CC ▲ 21.6% 20.0% in CC ▲ 14.5% A 11.3% in CC ▲ 17.3% ▲ 13.5% in CC ▼ (7.9)% OpenText ©2021 All rights reserved 4#5FY'21 Organic Growth(¹) 1010101 0010110101 200 101 1010 thrashed 16 101019497 Cloud Revenue Organic Growth 3.2% 1010010100 1111 ਵੀਡੀਓ 0101010100 010161010 ਅਸੀਸ 00011 foto/6801 ਲਈ ਬਾਲ [118] opentext™ 101001 8872 001011 | 111010 010101 101010 99001) 1991 117100000 2016100101 2000111001 2016010110 61010100015 79 1807 016 101,00 1000019 ਹੁੰਦਾ ਹੈ ਕਿ 2121313079 10101 218 ARR Organic Growth ਕਿ 2.7% 1010 ਸ +6818169ter 1. Please refer to Appendix A at the end of this presentation for the reconciliation of the FY'21 Organic Growth. | 01941 malete 010101 941701300 10100 ife 1040101 1000101011 Total Revenue Organic Growth 0049101 101 191970 194 ਸਐਸ 0.5% $101110101 10401000 11907 ਨੂੰ +10+ OpenText ©2021 All rights reserved 5#6Q4 FY'21 Revenue Breakdown Total Revenue Mix 15% 37% 8% opentext™ 40% ■ Cloud Services & Subscriptions ■ Customer Support License ■ Professional Service & Other Total Revenue by Geography 31% 9% ■ Americas ■ EMEA ■APJ 60% ARR by Industry 10% 7% 10% 6% 12% Technology ■ Financial ■ Consumer goods ■ Services 3% ■ Public Sector ■ Healthcare 15% 22% 15% Basic materials and conglomerates Industrial goods ■ Utilities OpenText ©2021 All rights reserved 6#7FY'21 Revenue Breakdown Total Revenue Mix 11% 39% 8% opentext™ 42% ■ Cloud Services & Subscriptions ■ Customer Support License ■ Professional Service & Other Total Revenue by Geography 31% 8% ■ Americas ■ EMEA ■APJ 61% ARR by Industry 9% 10% 7% 6% 11% ■ Financial ■ Services 3% Consumer goods Technology ■ Public Sector ■ Healthcare 15% 23% 16% Basic materials and conglomerates Industrial goods ■ Utilities OpenText ©2021 All rights reserved 7#8Q4 FY'21 Customer Wins Business Network eDF EDF is a leading producer and supplier of electricity in Europe, and the world's second largest electricity company. Products: A 10-year contract for Open Text AppWorks, Magellan and Extended ECM Solutions. Business Purpose: For EDF Nuclear Production Department to support a major enterprise program for nuclear power plants. Cyber Resilience vmware® VMware is a leading cloud computing and virtualization technology. Products: Open Text Axcelerate Business Purpose: To deliver deeper information management across eDiscovery and legal review processes, minimize risk and costs associated with the explosion of data volume, heightened regulatory requirements and cybersecurity breaches. opentext™ Content Services REVLON Revlon is a multinational cosmetics, skin care, fragrance, and personal care company. Products: OpenText Vendor Invoice Management for SAPⓇ Solutions, Intelligent Capture and Archiving / Document Access for SAP® Solutions, Cloud Edition I Business Purpose: To streamline their internal processes. Digital Experience California Department of DSH State Hospitals The California Department of State Hospitals manages the California state hospital system. Products: Open Text XM Fax in the cloud Business Purpose: To ensure compliance across all hospital locations and to enable secure, compliant faxing from desktop environments during the COVID 19 pandemic. e TRANSPORT FOR LONDON EVERY JOURNEY MATTERS bigcart multibank ALDI Cerner FRONERI RapidRad POLITIE WELLS FARGO DHL Raytheon Missiles & Defense MENERCON ENERGY FOR THE WORLD OpenText ©2021 All rights reserved 8#9Q1 FY'22 Quarterly Factors ● COVID-19, vaccines, health & financial crisis Industry and supply chain disruption Global geopolitical and volatile macro environment • Inflation and labor shortages US stimulus ● ● ● Externalities opentext™ ● 1. All comments include FX impact. Company Specific (¹) Expect Q1 Revenue y/y: • Total Revenue up low single-digits • ARR up low single-digits FX tailwind of $15M Expect Q1 q/q: Adjusted EBITDA margin % up 250-300 bps ● Our business is annual, and quarters will vary OpenText ©2021 All rights reserved 9#10FY'22 OpenText Total Growth Strategy(¹) opentext™ FY'21 Actual (2) $1,407.4 $1,334.1 $2,741.5 $384.7 $259.9 $3,386.1 Cloud Customer Support ARR License Professional Service Total Revenues New M&A 1. As of August 5, 2021. FY'22 revenues represent organic growth. 2. All dollars in USD millions. FY'22 Expected % Growth 3% -4% Constant to slightly up Low single-digit Decline mid single-digit Constant 1% -2% Additive OpenText ©2021 All rights reserved 10#11FY'22 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 2021 Actuals 41.6% 39.4% 81.0% 11.4% 7.7% 66.0% 90.9% 96.4% 25.1% 76.1% 12.2% 17.8% 7.3% 2.5% 38.8% $151.6 14% $63.7 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. Fiscal 2022 (³) 41% -43% 39% -41% 81% -83% 9% -11% 7% -9% 65% -67% 91% -92% 96% -98% 23% -24% 75% - 77% 12% -14% 18%-20% 7% -9% 2% -4% 37% -38% $147-$152 14% $80-$90 OpenText ©2021 All rights reserved 11#12Our Financial Aspirations opentext TM Total Revenue Organic Growth (1) 2% -4% FY'24 Long Term Aspirations ARR % of Total Revenue 85% A-EBITDA Margin (²) 38% - 40% Free Cash Flows (²) (FCF) 1. Revenue % are year-over-year comparisons. 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. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. $1.2B+ New M&A will be additive A-EBITDA margin over 40% to be re-invested in organic growth Target Capital Allocation Strategy: 33% TTM FCF via dividends & buyback(³) OpenText ©2021 All rights reserved 12#13Strong Liquidity and Cash Position Current Liquidity (US$) Total Cash & Committed Liquidity (¹) 4.0% 3.5% 3.0% 2.5% 2.0% 1.5% 1.0% 0.5% 0.0% Capital Expenditures as % of Total Revenue (FY'18 to FY'21) 3.7% FY'18 opentext™ 2.2% FY'19 2.3% $2.4B FY'20 1.9% FY¹21 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of June 30, 2021. 2. OpenText made payments related to the IRS settlement of $299.6m in FY'21. 3. Undrawn Revolving Credit Facility of $750m matures in October 2024. Millions USD 2,000 1,500 1,000 500 Millions USD 1000 800 600 400 200 0 Total Cash & Cash Equivalents (2) 1,453 Q3 FY'20 1,693 1,846 1 Q4 FY'20 10 10 CY'22 CY¹23 Q1 FY'21 Debt Maturity Profile (3) 933 10 CY¹24 CY¹25 Term Loan B 1,501 Q2 FY'21 850 1,476 Q3 FY'21 900 1,607 Q4 FY'21 900 CY'26 CY'27 CY'28 CY¹29 CY'30 Senior Notes OpenText ©2021 All rights reserved 13#14Strong Cash Flows and Balance Sheet FY'21 (US$M) Operating Cash Flows (²) Less: CapEx Free Cash Flows (2) Less: Principal(³) Less: Dividends Less: Share Buyback Cash Generated for Corporate Purposes (2), (4) opentext™ $876 $64 $812 $10 $211 $119 $472 1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 2. Includes IRS settlement payment of $299.6m in FY'21. Carbonite Acquisition Closing 2.28x Q2 FY'20 3. Excludes $600 million repayment in Q2F21. As of June 30, 2021, we had no outstanding balance under the Revolver. 4. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. Trended Consolidated Net Leverage Ratio (¹) 2.25x Q3 FY'20 2.04x Q4 FY'20 1.82x Q1 FY¹21 1.60x Q2 FY¹21 1.57x Q3 FY¹21 1.45x Q4 FY¹21 OpenText ©2021 All rights reserved 14#15Strategy opentext™ OpenText ©2021 All rights reserved 15#16GROW with Open Text Information in the right hands knows no bounds. Growing ideas further, faster, wider. Open Text is at the center of that growth, helping businesses to expand everywhere and anywhere. opentext TM OpenText ©2021 All rights reserved 16#17OpenText Snapshot Leader in Large Growing Addressable Market with Marquee Customer Base 75K Enterprise Customers $84B Total Addressable Market growing 8% 12% Revenue CAGR (FY'13-FY'21) opentext™ 89 of the Top 100 companies Track Record of Growth, Profitability and Capital Efficiency 81% 38.8% A-EBITDA (1) margin % (FY'21) Dividend Growth 24 of the 30 largest supply chains -33% TTM FCF Annual Recurring Revenue (FY'21) Target Capital Allocation Strategy (³) Anti-dilutive Share Buyback. 470K SMB Customers 24% FCF (1), (2) % of Revenue (FY'21) ~67% TTM FCF Available for Corporate Purposes Including M&A 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. Includes IRS settlement payment of $299.6M. 3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. OpenText ©2021 All rights reserved 17#18How We Create Value 12% Total Revenue CAGR (FY'13 to FY'21) A-EBITDA aspiration of 38% to 40% (1) opentext™ Profitability Revenue Growth Value Capital Efficiency 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Includes IRS settlement payment of $299.6M. 24% FCF to Total Revenue (1), (2) OpenText ©2021 All rights reserved 18#19Large and Growing Addressable Market Information Management (¹) CY21E to CY24E CAGR Content Business Network Digital Experience Security & Protection Total opentext™ $24B +11% $20B +7% $21B +7% $19B +6% $84B +8% 1.Source: Individual market reports from IDC. Industry Trends Master Modern Work Digitize Supply Chains Power Modern Experiences Strengthen Cyber Resilience. Open Text Product opentext Cloud Content opentext Cloud Business Network opentext Cloud Experience opentext™ | Cloud Security & Protection OpenText ©2021 All rights reserved 19#20GROW with opentext™ The Ultimate Cloud™ All Points of Departure opentext™ Master Modern Work ¶ Digital Business Network ZAY W Power Modern Experiences ¹0 Be Cyber Resilient Power the API Economy The Intelligent, Secure & Connected Business Cloud Editions The Information Management Journey OpenText ©2021 All rights reserved 20#21GROW with Open Text - Our Growth Plan Market leaders by industry Top supply chains by industry Grow long-term customer value and share of wallet opentext™ K M GROW our Strategic Accounts GROW our Cloud Editions GROW our Selling Capacity GROW our Ecosystem Migrate and upgrade install base to Cloud Editions New product releases every 90 days Full coverage of G10K by end of CY'23 Investment in Digital Zone New route to market via our API cloud services Strategic partners, Hyperscalers and Global System Integrators SMB channel at scale - RMMs, MSPs, and other OpenText ©2021 All rights reserved 21#22Marquee Customer Base 89 of the top 100 largest companies in the world (¹) Life Sciences Consumer Goods 10 of top 10 10 of top 10 Financial 8 of top 10 Syngene citi L'ORÉAL Technology opentext™ 1.The top 100 is based on the Forbes Global 2000 listing (2019). 10 of top 10 Google Manufacturing 10 of top 10 B Great foundation for future growth M W Telecom 8 of top 10 Ovodafone OpenText ©2021 All rights reserved 22#23Comprehensive Go-to-Market opentext™ Enterprise Solutions Direct de 2,000+ Field Facing Professionals CROSS-SELL AND UPSELL OPPORTUNITIES Strategic Partners SAP aws Google Cloud Microsoft SMB & Consumer Solutions Channel Partners DIGITAL ZONE 16,000+ Partners Online & Retail 101 7M+ Consumers OpenText ©2021 All rights reserved 23#24Open Text Digital Zone Grow with OpenText Automate process initiation across departments with a single platform Learn more Grow with Open Tert Explore the OpenText Ultimate™ Cloud Content- Bu mom we Animated & interactive gube with live data opentext™ Experience - Modemin ur engagement with den speen my A strategic investment in frictionless customer engagement Amancing Open Cont The Future of Business Apr change and technology enamon ethinking usess water and sering new a Read the CEO white paper Business Network -> Opene gotin commerce and stane ly charcoations New opentext.com Home Good morning Adam Welcome to the T-Mobile Digital Room which providing access to product collateral, demos and trials, meetings and much more... H 4 15 Projects 9 Demos 2 Members 卧6 Events ● 20 Core Content on TestDrive Care Content is the next generation of content services from Open Text 13 Assets testdrive Demo, Hands-On Labs and Videos 4 Meetings !!!!!! Tasks 3 2 Questions Digital Room January 2021 26 January 13:00-14:00 15:00-15:30 Updated CE21.1 demos Some demo systems have already been upgraded to support the new 21.1 Test-Drive 02 February 13:00-14:00 04 February 10:00-11:00 VIDEO Click-tours, explainer videos and customer stories DEMOS On-demand product demos and process plays Connected Works demo and review with Project Review price proposal with Kan WEDNAR What's new in Coutur CE 20 47 Requirments for custom de with Open Com NEWS The latest demonstration news and updates s LABS Access to "Hands-on leaming experiences ^ Brava/Blazon License Expired Brava/Biazon License has expired on KnowZone images (28FEB2021) ALERT! D Developer Experience Unleash the power and creativity of your Developer teams through the use of our API's, tools and services. Search Capture & Digitize Multi-channel capture and advanced recognition capabilities Learn more 8632,043 Members Store & Manage Secure and flexible content services capabilities opentext Voyager Embark on a journey to success An innovator, lifelong learner Learn more Developer 1,260,192 Posts Analyze & Report Prescriptive and predictive analytics and reporting capabilities A leader who creates paths for others An explorer or seeker with endless curiosity Learn more 31 Online Communities An Information Management ambassador Open Text ©2021 All rights reserved 24#25Five Clouds on Modern, Scalable Cloud-based Architecture OpenText Cloud Editions: The Ultimate Cloud ™ opentext™ | Cloud Content | Business Network | Experience Security & Protection | Developer opentext™ | Cloud opentext™ OT2 - Cloud API Services aws Azure Google Cloud a Global Secure Always on (99.99% availability) |</> Modern API services Compliant (GDPR, data zones, etc.) Run anywhere: off- cloud, private cloud, public cloud OpenText ©2021 All rights reserved 25#26Accelerate Product Innovation Past Many Products Multi-Year Upgrade Cycle opentext™ Present + Future Five Clouds TM opentext | Cloud Content Business Network Experience Security & Protection Developer Product Releases Every 90 Days ☆ = ← → r ☐☐ More efficient R&D spend Accelerates speed of delivering innovation Simplifies go-to-market - 5 clouds Solution selling versus point products Scales human capital via customer self-service, self-sell Accelerates ability to integrate acquired products OpenText ©2021 All rights reserved 26#27Continued Migration to the Open Text Cloud Editions opentext™ opentext Cloud Content opentext | Cloud Experience opentext Cloud Business Network opentext Cloud Developer opentext | Cloud Security & Protection All Open Text software launched as a service with APIs OpenText ©2021 All rights reserved 27#28Investing in Future Organic Growth Research & Development ($ and in % of Total Revenues) (1), (2) R&D% of Total Revenues R&D US$ 10.5% $194 M FY'15 HE opentext™ 12.2% $412 M FY'21 12-14% FY'22 $2.2B+ investment in R&D over the next 5 years Sales & Marketing Enterprise Sales Goal Full coverage of G10K by end of CY'23 ● SMB/C Goal Grow SM B/C partners - RMMs, MSPs Customer Engagement Increased investment in Digital Zone 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Refers to non-GAAP R&D expense. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. OpenText ©2021 All rights reserved 28#29Scalable, High-Velocity, Low-Friction Business Model Digitization and Automation: • Automate DevOps Automate routine R&D Product is built for: • Self-service • Upsell • Cross-sell • Renew Product Design opentext™ New Customer Engagement Model: • Pre-sales demand creation automation Self-sell-upsell, cross-sell ● - ● • Post-sales renewal automation Digital Zone Digitization & Automation Removing friction from all company processes OpenText ©2021 All rights reserved 29#30Total Growth Strategy Growing sales breadth and depth • Product innovation. ● ● ● ● Drives future organic growth Long-term competitive gains High cash returns opentext TM Acquire 1. ARR as a percentage of Total Revenues for the fiscal year ended June 30, 2021. 2. For the fiscal year ended June 30, 2021. Excludes Carbonite. Grow Information Management Retain .81% ARR(1) • 94% Customer support renewals (2) ● ● 93% Cloud renewals (2) OpenText ©2021 All rights reserved 30#31Sustainable Growth Through Retention and Upgrades Annual Recurring Revenue (ARR) (US$M) opentext™ 105% $1,337 FY'15 $2,742 1. For the fiscal year ended June 30, 2021. Excludes Carbonite. FY'21 Renewal Rate (1) Customer Support 94% Customer satisfaction is a foundation for future growth Cloud 93% OpenText ©2021 All rights reserved 31#32Strategic M&A: Foundation for Our Business GXS 2014 opentext™ | Cloud Business Network opentext™ Various HP Assets 2016 opentext™ Cloud Experience ● documentum 2017 opentext™ | Cloud Content Open Text Cloud Editions CARBONITEO 2019 opentext | Cloud Security & Protection OpenText ©2021 All rights reserved 32#33Acquisition Philosophy: Carbonite Case Study We are: • Patient and disciplined • Growth & returns-based metrics. ● Target characteristics: • IM market leadership. ● ● ● ● Significant ARR Channel at scale. Cross-sell/upsell opportunities. M&A Framework: • In-house expertise in diligence & ● integration • Driver of future organic growth opentext TM Carbonite Case Study Acquired Strategic Rationale Revenue Synergies 12/24/19 for 2.8x revenue (1) Critical mass in Security & Protection Scaled SMB channel • Strong growth prospects Cross-sell opportunities Increased corporate ARR • Increased cloud margins On target model in <12 months Expense Synergies Improved cash conversion cycle 1. Total purchase price is approximately 2.8x TTM (Trailing Twelve Months) Carbonite GAAP revenues (as of September 30, 2019), inclusive of annualized full year reported Webroot GAAP revenues, a significant acquisition which closed in March 2019. 15 OpenText ©2021 All rights reserved 33#34Proven Track Record of Growth $1,936 19.2% FY'15 opentext™ $1,904 2.8% FY'16 Total Revenue Growth in CC (US$M) (¹) $2,318 27.0% FY '17 7 $2,743 19.7% FY'18 $2,922 3.8% FY'19 Consecutive Years of Y/Y Growth in CC (¹) 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. $3,147 9.7% FY'20 $3,305 6.3% FY'21 OpenText ©2021 All rights reserved 34#35Proven Durable Business Model ARR % of Total Revenues A-EBITDA Margin License % of Total Revenues opentext™ (1) 54.4% 29.1% 24.3% FY'12 Growing ARR and Upper Quartile Margin(1), (2) H!!!!!! FY'17 FY'13 FY'14 FY'15 FY'16 FY'18 FY'19 FY'20 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. 81.0% 38.8% 11.4% FY'21 FY'22 Model: 81% -83% FY'22 Model: 37% -38% FY'22 Model: 9% -11% OpenText ©2021 All rights reserved 35#36Strong Track Record of Financial Performance Total Revenues (US$M) 83% $1,852 FY'15 opentext TM $3,386 FY¹21 Annual Recurring Revenue (US$M) 105% $1,337 FY'15 $2,742 FY¹21 Cloud Revenue (US$M) 133% $605 FY¹15 $1,407 FY¹21 A-EBITDA (1) (US$M) 111% $624 FY'15 Upper quartile A-EBITDA margin 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. $1,315 FY'21 Free Cash Flows (1) (US$M) 82% $445 FY'15 $812 FY¹21 OpenText ©2021 All rights reserved 36#37Strong Track Record of Shareholder Returns Dividends Paid and Shares Repurchased (US$M) Shares Repurchased ■Dividends $17.7 FY'13 $74.7 FY'14 opentext™ Dividends Paid (7-year CAGR): 16% $87.6 FY'15 $65.5 $99.3 FY'16 $120.6 FY'17 $145.6 FY'18 $168.9 FY'19 $188.7 FY'20 $119.1 $210.7 FY'21 Approx. $1.3 billion returned to shareholders since FY'13 New! Target Capital Allocation Strategy (¹) Available for corporate purposes ~ 67% 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. TTM Free Cash Flows ~ 33% Dividends and anti-dilutive share buyback OpenText ©2021 All rights reserved 37#38Corporate Citizenship Reflects our Culture Progress We've Made: Adopted GRI sustainability reporting standards ● • New ED&I department, mandate and initiatives • Enhanced Human Rights Statement. Expanded Supplier Code of Conduct Updated priority topics to guide our ESG strategy ● ● Where We're Going: Continue to implement reporting best practices Invest in initiatives to increase disclosures • Establish additional goals and targets opentext™ 2nd Corporate Citizenship Report published Corporate Citizenship Report FY21 opentext™ Open Text Global Gender Profile Women make up: 29% of OpenText's global workforce 25% of Open Text's management roles 33% of Open Text's board members 冒 38 YOP $1 MILLION DONATION 65 FOOD BANKS 4 MILLION MEALS 21 COUNTRIES OpenText ©2021 All rights reserved 38#39We Strive To Do The Right Thing opentext™ opere COMID-19 SE SUPE opentext COVID Corporate Citizenship Report FY21 opentext™ GENER opentext fe .Rofert opentext OVID ort Our Customers Rapid Radiology and OpenText Accelerate Diagnostic Results to Help Improve Patient Care Jun 25, 2020 OpenText Enters Agreement to Serve as the Platform of Choice for EIM for the U.S. NIH Aug 6, 2020 Improving Accessibility for Individuals with Visual Impairments Nov 18, 2020 0000 ÖÖÖÖ 0000 Braille Works Our Beliefs OpenText CEO Issues Call for Corporate Social Responsibility Jul 15, 2019 AITHORITY AL TECHNOLOGY INSIGHTS COMMUNITECH NEWS INIH National Institute of Mental Health Southern Alberta Internet Child Exploitation Unit Customer Reference ALERT Our Communities OpenText Donates US $1M to Global Food Banks Dec 11, 2020 4CBC OpenText Provides 4 Million Meals for 58 Communities in 21 Countries Worldwide Dec 11, 2020 TORONTO STAR Our Employees Open Text rolls out Covid-19 vaccination drive for 3,000 employees and their dependents in India June 19, 2021 ET HRWorld OpenText ©2021 All rights reserved 39#40Open Text Products Enhance Global Sustainability opentext™ | Cloud Content opentext™ | Cloud Business Network opentext™ | Cloud Experience Paperless Workflows Ethical Supply Chain Data Privacy and Protection 10 opentext™ Digitizes 26 billion transactions per year عليكم opentext | Trading Grid™ Paper reduction saves 5.1 million trees man opentext™ Cloud Security & Protection Paper reduction saves GHG emissions of 725,000 tonnes of CO₂e OpenText ©2021 All rights reserved 40#41Executive Leadership Team (ELT) Mark J. Barrenechea CEO and CTO Madhu Ranganathan opentext™ Kristina Lengyel EVP, EVP, CFO Customer Solutions Muhi Majzoub EVP, Chief Product Officer Paul Duggan EVP, Worldwide Renewals EVP, CLO & Corporate Development Brian Sweeney Gordon Davies EVP, CHRO Ted Harrison EVP, Enterprise Sales Doug Parker SVP, Corporate Development James McGourlay EVP, International Sales Renee McKenzie ᏚᏙᏢ, CIO Prentiss Donohue EVP, SMB & Consumer Sales Lou Blatt SVP, CMO OpenText ©2021 All rights reserved 41#42opentext™ Thank you twitter.com/opentext in linkedin.com/company/opentext opentext.com#43Appendix opentext™ OpenText ©2021 All rights reserved 43#44Appendix A Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results. The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. 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 Open Text, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to OpenText, 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 the COVID-19 pandemic, 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™ OpenText ©2021 All rights reserved 44#45Organic Growth opentext™ In US$ billions (unless indicated otherwise) Total Revenues Less: Revenues from acquisitions (2) Organic revenues Growth (decline) in organic revenues over prior year(³) Annual Recurring Revenues Less: Revenues from acquisitions (²) Organic revenues Growth (decline) in organic revenues over prior year(³) Cloud Revenues Less: Revenues from acquisitions (²) Organic revenues Growth (decline) in organic revenues over prior year(³) Customer Support Revenues Less: Revenues from acquisitions (²) Organic revenues Growth (decline) in organic revenues over prior year (3) Reported $3.39 $0.26 $3.13 0.5% $2.74 $0.24 $2.50 2.7% $1.41 $0.21 $1.20 3.2% $1.33 $0.03 $1.30 2.3% 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 2021 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 2021 FX Headwind / (Tailwind) ($0.08) ($0.05) ($0.02) ($0.04) CC (1) $3.30 $0.26 $3.05 (2.1)% $2.69 $0.24 $2.45 0.5% $1.39 $0.21 $1.18 1.8% $1.30 $0.03 $1.27 (0.6)% OpenText ©2021 All rights reserved 45#46Summary of Quarterly Results with Constant Currency Q4 FY'21 in CC* (In millions, except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues** License Professional service and other Total revenues GAAP-based operating income Non-GAAP-based operating income (¹) GAAP-based net income, attributable to Open Text GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) Q4 FY'21 $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 Q4 FY'20 $332.6 324.9 $657.5 105.8 63.3 $826.6 $91.2 $293.8 $26.4 $0.10 $0.80 $317.4 $280.3 $262.5 $ Change $27.5 9.3 $36.9 26.7 3.3 $66.9 $80.5 $0.1 $154.9 $0.56 ($2.6) $15.9 $6.2 % Change 8.3 % 2.9 % 5.6 % 25.3% 5.2 % 8.1 % 88.2 % % 586.9 % 560.0 % % (0.8) % 5.7 % 2.4 % $352.7 319.1 $671.8 124.6 63.0 $859.4 N/A $285.7 N/A N/A $0.78 $306.3 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* 6.0 % (1.8) % 2.2 % 17.8 % (0.4) % 4.0 % N/A (2.7) % N/A N/A (2.5) % (3.5) % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. Open Text ©2021 All rights reserved 46#47Summary of Annual Results with Constant Currency (In millions, except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues** License Professional service and other Total revenues GAAP-based operating income Non-GAAP-based operating income (¹) GAAP-based net income, attributable to Open Text GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) FY'21 $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 FY'20 $1,157.7 1,275.6 $2,433.3 402.9 273.6 $3,109.7 $503.5 $1,058.8 $234.2 $0.86 $2.89 $1,148.1 $954.5 $881.8 $ Change $249.8 58.5 $308.2 (18.1) ($13.7) $276.4 $237.4 $171.2 $76.4 $0.28 $0.50 $167.0 ($78.4) ($69.4) % Change 21.6 % 4.6 % 12.7 % (4.5) % (5.0) % 8.9 % 47.1 % 16.2 % 32.6 % 32.6 % 17.3 % 14.5 % (8.2) % (7.9) % FY'21 in CC* $1,389.7 1,297.0 $2,686.6 368.1 250.0 $3,304.8 N/A $1,193.9 N/A N/A $3.28 $1,278.2 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* 20.0 % 1.7 % 10.4 % (8.6) % (8.6) % 6.3 % N/A 12.8 % N/A N/A 13.5 % 11.3 % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. Open Text ©2021 All rights reserved 47#48Reconciliation of Selected Non-GAAP Measures | Q4 FY'21 Three Months Ended June 30, 2021 (In '000's USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to Open Text opentext™ GAAP 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 GAAP % of Total Revenue 69.6% $ Adjustments (935) (505) (698) (1) (1) (1) (53,215) (2) 55,353 (3) FN (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 (8) 0.14 SA (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% Open Text ©2021 All rights reserved 48#49Reconciliation 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 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 7 8 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax recovery 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: 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™ SA 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 Open Text ©2021 All rights reserved 49#50Reconciliation of Selected Non-GAAP Measures | FY'21 Year Ended June 30, 2021 (In '000's USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to Open Text opentext™ EA 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 GAAP % of Total Revenue 69.4% Adjustments FN (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 (8) 2.25 (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% Open Text ©2021 All rights reserved 50#51Reconciliation 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. 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 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 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 7 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 the income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits that was recognized during the second quarter of Fiscal 2021. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 8 GAAP-based net income, attributable to Open Text Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GA 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™ 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 Open Text ©2021 All rights reserved 51#52Reconciliation of Selected Non-GAAP Measures | Q4 FY'20 Three Months Ended June 30, 2020 (In '000's USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText opentext™ SA GAAP 116,569 32,568 48,435 59,719 565,917 100,766 152,882 62,574 58,998 75,849 91,199 7,790 32,037 26,392 0.10 GAAP % of Total Revenue 68.5% Adjustments FN (490) (1) (310) (1) (377) (1) (59,719) (2) 60,896 (3) (1,590) (1) (2,575) (1) (2,660) (1) (58,998) (2) (75,849) (4) 202,568 (5) (7,790) (6) 3,416 (7) (8) (8) 191,362 0.70 $ Non-GAAP 116,079 32,258 48,058 626,813 99,176 150,307 59,914 293,767 35,453 217,754 0.80 Non-GAAP % of Total Revenue 75.8% Open Text ©2021 All rights reserved 52#53Reconciliation of Selected Non-GAAP Measures | Q4 FY'20 FOOTNOTES 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. 1 2 3 4 5 6 7 8 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 55% 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 (recovery of) income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to Open Text opentext™ Three Months Ended June 30, 2020 Per share diluted 0.10 26,392 $ 118,717 8,002 75,849 (7,790) 32,037 (35,453) 217,754 $ 0.44 0.03 0.28 (0.03) 0.12 (0.14) 0.80 Open Text ©2021 All rights reserved 53#54Reconciliation of Selected Non-GAAP Measures | FY'20 Year Ended June 30, 2020 (In '000's USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing General and administrative Amortization of acquired customer-based intangible assets Special charges (recoveries) GAAP-based income from operations / Non-GAAP-based income from operations Other income (expense), net Provision for (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to Open Text opentext™ GAAP 449,940 123,894 212,903 205,717 2,105,961 370,411 585,044 237,532 219,559 100,428 503,529 (11,946) 110,837 234,225 0.86 GAAP % of Total Revenue 67.7% Adjustments FN (1,642) (1) (1,207) (1) (1,294) (1) (205,717) (2) 209,860 (3) (5,309) (1) (9,335) (1) (10,745) (1) (219,559) (2) (100,428) (4) 555,236 (5) 11,946 (6) 16,897 (7) 550,285 (8) (8) 2.03 Non-GAAP 448,298 122,687 211,609 2,315,821 365,102 575,709 226,787 1,058,765 127,734 784,510 2.89 Non-GAAP % of Total Revenue Open Text ©2021 All rights reserved 74.5% 54#55Reconciliation of Selected Non-GAAP Measures | FY'20 FOOTNOTES 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. 1 2 3 4 5 6 7 8 Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 32% 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 OpenText opentext™ $ Year Ended June 30, 2020 Per share diluted 0.86 234,225 $ 425,276 29,532 100,428 11,946 110,837 (127,734) 784,510 $ 1.56 0.11 0.37 0.04 0.41 (0.46) 2.89 Open Text ©2021 All rights reserved 55#56Reconciliation of Adjusted EBITDA and Free Cash Flows FY'21 (In '000's USD) GAAP-based net income, attributable to Open Text Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) (In '000's USD) GAAP-based cash flows provided by operating activities Add: Capital expenditures (1) Free cash flows (1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. opentext™ $ 339,906 151,567 218,796 216,544 85,265 51,969 1,748 (61,434) $ 1,315,033 $ 3,386,115 SA 310,672 $ FY'21 9.2% 38.8% $ SA 876,120 $ (63,675) 812,445 $ Q4 FY'21 181,283 (2,215) 37,550 53,215 $ 52,469 21,021 13,350 3,152 (45,017) 314,808 $ 893,527 $ 20.3% 35.2 % Q4 FY'21 296,189 $ (27,408) 268,781 $ FY'20 234,225 $ 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% FY'20 954,536 $ (72,709) 881,827 $ Q4 FY'20 26,392 32,037 40,529 59,719 58,998 23,649 8,002 75,849 (7,790) 317,385 826,612 3.2% 38.4 % Q4 FY'20 280,250 (17,704) 262,546 Open Text ©2021 All rights reserved 56#57Reconciliation of Adjusted EBITDA and Free Cash Flows FY'11-FY'20 (In '000's USD) Adjusted EBITDA GAAP-based net income, attributable to Open Text Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) Free Cash Flows GAAP-based cash flows provided by operating activities (1) Add: Capital expenditures (2) Free cash flows $ $ $ FY'11 123,203 $ $ 12,931 8,452 68,048 38,966 22,116 11,308 15,576 6,019 $ 1,033,303 306,619 11.9% 29.7 % 223,221 (36,662) 186,559 FY'12 125,174 12,171 15,564 84,572 53,326 21,587 18,097 24,523 (3,549) $ 351,465 $ 1,207,473 10.4 % 29.1 % $ 266,490 (25,828) $ 24 662 $ FY'13 148,520 $ 218,125 29,690 16,982 93,610 68,745 24,496 15,575 24,034 2,473 $ 424,125 $1,363,336 10.9 % 31.1 % FY'14 $ 318,502 58,461 27,934 69,917 81,023 35,237 19,906 31,314 (3,941) $ 537,976 $1,624,699 13.4% 33.1 % $ 417,096 FY'15 31,638 54,620 81,002 108,239 50,906 22,047 12,823 28,047 $ 623,649 $ 1,851,917 234,327 $ 284,477 $ 1,025,659 $ 242,224 12.7% 33.7% $ 522,055 FY'16 (23,107) (42,268) (77,046) 95,395 $ 374,828 $ 445,009 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 (70,009) $ 453,654 (776,364) 120,892 130,556 150,842 64,318 30,507 63,618 (15,743) $ 794,285 523,663 $ $ 2,291,057 44.8% 34.7 % 440,353 FY'18 143,826 138,540 185,868 184,118 86,943 27,594 29,211 (17,973) $ 1,020,351 $ 2,815,241 $ 8.6 % 36.2% 708,081 FY'19 285,501 154,937 136,592 183,385 189,827 97,716 26,770 35,719 (10,156) $ 1,100,291 $ 2,868,755 10.0% 38.4% 876,278 $ FY'20 $1,148,080 (79,592) (105,318) (63,837) $ 360,761 $ 602,763 $ 812,441 $ 234,225 $ 3,109,736 110,837 146,378 205,717 219,559 89,458 29,532 100,428 11,946 OpenText ©2021 All rights reserved $ (1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. As a result, certain prior period comparative figures above have been adjusted to conform to current period presentation. Fiscal years 2014-2020 have been adjusted retrospectively per ASU 2016-18 while fiscal years 2011-2013 are presented prior to adoption of ASU 2016-18. (2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows opentext™ 7.5% 36.9 % 954,536 (72,709) 1,827 57