#1Investor Presentation NASDAQ: OTEX | TSX: OTEX February 3, 2022 opentext™#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," "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 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. 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. 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™ Open Text ©2022 All rights reserved 2#3Q2 Fiscal 2022 Financial Results opentext™ OpenText ©2022 All rights reserved 3#4Q2 Fiscal 2022 Financial Highlights with Y/Y comparisons Reflects continued investments in talent, innovation and go-to-market to drive organic growth Trailing Twelve Months (TTM) Ending Q2 FY'22 Total Revenues ARR (2) Cloud Revenues A-EBITDA (3) Non-GAAP Earnings Per Share (³) Free Cash Flows (³) Q2 FY'22 opentext™ $876.8M $699.8M 80% of total revenues $364.9M $343.5M 39.2% (margin) $0.89 $206.0M ▲ 2.5% ▲ 2.7% in CC (1) ▲ 2.2% ▲ 2.3% in CC ▲ 4.1% 4.2% in CC ▼ (4.8)% ▼(3.6)% in CC ▼(6.3)% (5.3)% in CC ▼ (25.0)% 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) $3.44B $2.78B 81% of total revenues $1.44B $1.28B 37.2% (margin) $3.27 $688.0M ▲ 4.1% 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. 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. 2.0% in CC ▲ 3.8% ▲ 2.0% in CC ▲ 5.4% ▲ 4.2% in CC ▼ (0.1)% ▼ (1.5)% in CC ▲ 0.6% ▼ (0.9)% in CC ▼(35.6)% OpenText ©2022 All rights reserved 4#5Q2 FY'22 Customer Wins Content Services & NOVARTIS Novartis Pharmaceuticals is one of the largest global pharmaceutical companies, bringing innovative medicines to market to enhance health outcomes for patients. Products: Open Text Cognitive Capture Business Purpose: To capture, digitize and analyze content using Al and content analytics in their business processes. Business Network BD Becton Dickinson is a global medical technology company advancing the world of health by improving medical discovery, diagnostics and the delivery of care. Products: OpenText Managed Services Business Purpose: Managed Services to support BD's sophisticated global supply chain. opentext™ Content Services Volkswagen is one of the largest motor vehicle manufacturers, headquartered in Germany. Products: Open Text Extended ECM for SAP Solutions Business Purpose: To accelerate their digital transformation and provide an excellent digital user experience. Digital Experience Pill Pack by amazon pharmacy PillPack, Inc. is an American online pharmacy which is a subsidiary of Amazon.com. Products: Open Text XM Cloud Service Business Purpose: To attain reliable service with outstanding support. JAMAAD The Auto Club Group HYUNDAI B BRAUN www H SHARING EXPERTISE US Army Corps of Engineers Ⓡ Kimberly-Clark Hawaiian Electric CNX Lids BNY MELLON PERSHING Raytheon Intelligence & Space National Food Industries REYNOLDS A BETTER TOMORROW metasource. OpenText ©2022 All rights reserved 5#6Q3 FY'22 Quarterly Factors • Continued pandemic effects ● Geopolitical ● ● Externalities Inflation, supply chain and labor shortages. Lack of continued US stimulus 1. All comments include FX impact. opentext™ ● Expect Q3 Revenue Y/Y: Total Revenue up mid-high single-digit • ARR up mid single-digit • ● Includes FX headwind between $20 million to $25 million ● • A-EBITDA margin % down 450 to 500 bps Y/Y: Integration of Zix acquisition Higher investments in talent for continued support of our growth ambitions Typical calendar year reset of higher benefits expense ● Company Specific (¹) ● ● Our business is annual, and quarters will vary OpenText ©2022 All rights reserved 6#7FY'22 OpenText Total Growth Strategy(¹) FY'21 Actual (1) $1,407.4 Cloud $1,334.1 Customer Support $2,741.5 ARR $384.7 $259.9 $3,386.1 opentext TM License Professional Services Total Revenues New M&A 1. All dollars in USD million. 2. As of November 4, 2021. 3. As of February 3, 2022. FY'22 Prior (²) 3% -4% Constant to slightly up Low single-digit Decline mid single-digit Constant 1% -2% Additive FY'22 New (3) 8% - 10% Constant Low mid single-digit Constant Mid single-digit 3% -4% Additive OpenText ©2022 All rights reserved 7#8FY'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. Total Operating Expenses 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 (3) Previous Fiscal 2022 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 New Revised Fiscal 2022(3,4) 42% -44% 37% -39% 81% - 83% 9% -11% 7% -9% 65% - 67% 91% -92% 96% - 98% 23% -24% 75% - 77% 12% -14% 18% - 20% 7% -9% 2% -4% 42% -44% 35.5% 36.5% $156 - $161 14% $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. OpenText ©2022 All rights reserved 3. This model is not guidance. 4. Reflects the acquisition of Zix Corporation. Bricata acquisition impact is immaterial and not included. 8#9Our Financial Aspirations 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) $1.2B+ M&A will be additive A-EBITDA margin over 40% to be re-invested in organic growth Target Capital Allocation Strategy: 33% TTM FCF via dividends & buyback (³) 1. Revenue % are year-over-year comparisons. 2. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. opentext™ OpenText ©2022 All rights reserved 9#10Strong Liquidity and Cash Position Current Liquidity (US$) 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 3.7% FY'18 2.2% opentext™ FY'19 2.3% FY'20 1.9% FY'21 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of December 31, 2021. 2. Undrawn Revolving Credit Facility of $750m matures in October 2024. $2.3 B 2.3% Q2 FY'22 (TTM) Millions USD 2,000 1,500 1,000 Millions USD 500 1000 800 600 400 200 0 Total Cash & Cash Equivalents 1,453 1,846 1,693 illi Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21 Q1 FY'22 Q2 FY'22 1,501 1,476 933 Debt Maturity Profile (2) 1,607 1,735 900 850 900 Senior Notes 1,512 650 10 10 10 10 CY'21 CY'22 CY'23 CY'24 CY'25 CY'26 CY'27 CY'28 CY'29 CY'30 CY'31 Term Loan B OpenText ©2022 All rights reserved 10#11Strong Cash Flows and Balance Sheet TTM Q2 FY'22 (US$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) $766 opentext™ $78 $688 $10 $228 $210 $240 Carbonite Acquisition Closing 2.3x Trended Consolidated Net Leverage Ratio (1) 1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 2. Includes IRS settlement payment of $299.6m in FY'21. 3. Excludes redemption of $850m Snr. Notes 2026 in Q2F22. As of December 31, 2021, we had no outstanding balance under the Revolver. 4. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. 2.3x 2.0x 1.8x 1.6x 1.6x 1.5x 1.4x Zix Acquisition Closing 2.0x Q2 FY'20 Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21 Q1 FY'22 Q2 FY'22 Open Text ©2022 All rights reserved 11#12Strategy opentext™ OpenText ©2022 All rights reserved 12#13Be Digital GROW 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™ opentext™ 2022 INVESTOR DAY Tuesday, March 1, 2022 | Virtual OpenText ©2022 All rights reserved 13#14OpenText Snapshot $84B Total Addressable Market growing 8% Leader in Large Growing Addressable Market with Marquee Customer Base 89 75K of the Top 100 companies Enterprise Customers 12% Revenue CAGR (FY'13-FY'21) opentext TM Dividend Grow th Track Record of Growth, Profitability and Capital Efficiency 81% 38.8% A-EBITDA (1) margin % (FY'21) -33% TTM FCF 24 of the 30 largest supply chains Annual Recurring Revenue (FY'21) Target Capital Allocation Strategy (3) Anti-dilutive Share Buyback 470K SMB Customers 10.8% FCF/Avg Invested Capital (FY'21)(1).(2) 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. 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 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. ~67% TTM FCF Available for Corporate Purposes Including M&A OpenText ©2022 All rights reserved 14#15How We Create Value Profitability opentext TM Total Revenue Growth Value Capital Efficiency Total Revenue Growth Profitability Capital Efficiency ● ● ● ● ● ● Model Organic growth Acquired growth High recurring revenues 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, 2021. Includes IRS settlement payment of $299.6M. 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 12% Total Revenue CAGR (FY'13 to FY'21) 39% A-EBITDA (FY'21)(¹) 10.8% FCF/Avg Invested Capital (1).(2) Open Text ©2022 All rights reserved 15#16Total Growth Strategy Growing sales breadth and depth • Product innovation. ● ● ● ● Drives organic growth Gain market share High free cash flow returns 1. ARR as a percentage of Total Revenues for the quarter ended December 31, 2021. 2. For the quarter ended December 31, 2021. Excludes Carbonite. opentext™ Acquire Grow Information Management Retain 80% ARR(1) • 94% Customer support renewals (2) ● ● 93% Cloud renewals (2) Open Text ©2022 All rights reserved 16#17Large and Growing Addressable Market Information Management (¹) Content Business Network Digital Experience Security & Protection Total 1. Source: Individual market reports from IDC. opentext™ CY21E to CY24E CAGR $24B +11% $20B +7% $21B +7% $19B +6% $84B +8% Information-led Transformation Master Modern Work Digitize Supply Chains Power Modern Experiences. Strengthen Cyber Resilience Open Text Cloud opentext Cloud Content opentext Cloud Business Network opentext™ Cloud Experience opentext™ Cloud Security & Protection OpenText ©2022 All rights reserved 17#18Marquee Customer Base 89 of the top 100 largest companies in the world (¹) Life Sciences Consumer Goods 10 of top 10 10 of top 10 Financial 8 of top 10 Syngene Citi opentext™ 1. The top 100 is based on the Forbes Global 2000 listing (2019). Technology 10 of top 10 L'ORÉAL Google Manufacturing 10 of top 10 Great foundation for growth B M W Telecom 8 of top 10 O vodafone OpenText ©2022 All rights reserved 18#19FY'21 Revenue Breakdown Total Revenue Mix 11% 39% 8% opentext™ 42% ■ Cloud Services & Subscriptions ■ Customer Support License ■ Professional Service & Other Total Revenue by Geography 31% 8% ■ Americas ■ EMEA ■APJ 61% ARR by Industry 9% 10% 7% 6% 11% ■ Financial ■ Services 3% Consumer goods Technology ■ Public Sector ■ Healthcare 15% 23% 16% Basic materials and conglomerates Industrial goods ■ Utilities OpenText ©2022 All rights reserved 19#20The Open Text Cloud Public cloud 11 million subscribers opentext™ opentext™ | Cloud Business Network opentext™ | Cloud Content opentext | Cloud opentext™ | Cloud Experience opentext Cloud Editions opentext™ | Cloud Developer Run Anywhere | Off-Cloud | Private-Cloud | Public Cloud | API-Cloud aws Private-cloud opentext™ | Cloud Security & Protection 3,000+ customers. TN Azure Google Cloud Off-cloud 75,000+ customers API-cloud 1 Trillion calls/year Open Text ©2022 All rights reserved 20#21Investing in Organic Growth Research & Development ($ and in % of Total Revenues) (1), (2) R&D% of Total Revenues R&D US$ 10.5% $194 M FY'15 12.2% opentext™ $421 M TTM Q2 FY'22 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 ©2022 All rights reserved 21#22GROW 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 ©2022 All rights reserved 22#23Comprehensive Go-to-Market opentext™ Direct Cross-sell and upsell Enterprise Solutions De 2,000+ Field Facing Professionals Strategic Partners Microsoft aws Google Cloud SAP OpenText Digital Zone SMB/C Solutions Channel Partners -23.000 MSP Partners OpenText ©2022 All rights reserved 23#24GROW 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 ©2022 All rights reserved 24#25Scalable, High-Velocity, Frictionless 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 ©2022 All rights reserved 25#26OpenText 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 OpenText ©2022 All rights reserved 26#27GROW with OpenText: Acquiring growth M & A Strategy High adjacency within Information Management Expands market presence, customer base, technology position Contributes to organic growt On operating model in 12 months Free Cash Flows, returns-based, 5-7 year payback opentext™ Key Drivers ✓ ✓ ✓ ✓ ✓ OpenText ©2022 All rights reserved 27#28Sustainable Growth Through Retention and Upgrades Annual Recurring Revenue (ARR) (US$M) 105% opentext™ $1,337 FY'15 1. For the quarter ended December 31, 2021. Excludes Carbonite. $2,742 FY'21 Renewal Rate (1) Cloud 93% Customer satisfaction is a foundation for growth 0000 0000 Customer Support 94% OpenText ©2022 All rights reserved 28#29Proven Track Record of Growth $1,936 19.2% FY'15 $1,904 opentext™ 2.8% FY'16 Total Revenue Growth in CC (US$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 $3,305 6.3% FY'21 OpenText ©2022 All rights reserved 29#30Proven Durable Business Model ARR % of Total Revenues A-EBITDA Margin License % of Total Revenues (1) 54.4% 29.1% 24.3% HHHH FY'14 FY'12 Growing ARR and Upper Quartile Margin(¹), (2) FY'13 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 81.0% 38.8% 11.4% FY'21 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. opentext™ FY'22 Model: 81%83% FY'22 Model: 35.5% 36.5% - FY'22 Model: 9% -11% OpenText ©2022 All rights reserved 30#31Strong Track Record of Financial Performance Annual Recurring Revenue (US$M) Total Revenues (US$M) 83% $1,852 FY'15 $3,386 opentext™ FY¹21 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 $1,315 FY'21 Free Cash Flows (1) (US$M) 82% $445 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. FY'15 $812 FY¹21 OpenText ©2022 All rights reserved 31#32Proven Track Record of Value Creation FCF/Revenue (2) We run a disciplined Free Cash Flows (1) return business. FY'19 FY'20 FY'21 28.3% 28.4% FCF/Avg Total Assets (³) FCF/Avg Invested Capital (4) WACC (5) We measure our Free Cash Flows returns annually 10.4% 14.8% 6.5% 9.7% 24.0% 6.0% 8.2% 13.2% 10.8% 7.4% USD in millions $1,350 $1,250 $1,150 $1,050 $950 $850 $750 $650 $550 $450 $350 FY'17 A-EBITDA and FCF Trends FY'18 A-EBITDA FY'19 FCF FY'20 FY'21 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 -$299.6M IRS settlement OpenText ©2022 All rights reserved 32#33Strong Track Record of Shareholder Returns Dividends Paid and Shares Repurchased (US$M) Shares Repurchased ■Dividends $17.7 FY'13 $74.7 FY'14 Dividends Paid (7-year CAGR): 16% opentext™ $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 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. Target Capital Allocation Strategy (¹) Dividends and anti-dilutive share buyback Available for corporate purposes ~ 67% TTM Free Cash Flows ~ 33% OpenText ©2022 All rights reserved 33#34The Open Text Zero Initiative The Future of Growth is both inclusive and sustainable opentext™ opentext™ ZERO Initiative By 2030: Advancing Equality, Diversity and Inclusion. Majority diverse ● Zero Barriers 50/50 key roles 40% female in leadership positions Creating and enhancing education opportunities Tackling the hunger crisis in our communities Zero Waste We are committing to zero waste from Open Text operations by 2030 Zero Emissions We are committing to a science-based emissions reduction target of 50% reduction by 2030, and Net- Zero by 2040 OpenText ©2022 All rights reserved 34#35Corporate 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 ● 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™ 29% 25% 33% pen Text Global Gender Profile Women make up: of Open Text's global workforce of Open Text's management roles 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 Open Text 2024 All rights reserved 35#36We Strive To Do The Right Thing opentext™ opere COMID-19 GOVID Corporate Citizenship Report FY21 1036 opentext opentext™ ANS opentext dan Per 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 ©2022 All rights reserved 36#37Open Text Products Enhance Global Sustainability opentext™ | Cloud Business Network opentext™ | Cloud Experience Paperless Workflows Ethical Supply Chain Data Privacy and Protection opentext™ Digitizes 26 billion. transactions per year opentext™ | Cloud Content opentext | Trading Grid™ Paper reduction saves 5.1 million trees m opentext™ | Cloud Security & Protection Paper reduction saves GHG emissions of 725,000 tonnes of CO₂e Open Text ©2022 All rights reserved 37#38Executive Leadership Team (ELT) Mark J. Barrenechea CEO and CTO Sandy Ono EVP, CMO opentext™ Madhu Ranganathan EVP, CFO Paul Duggan EVP, Worldwide Renewals Muhi Majzoub EVP, Chief Product Officer Renee McKenzie SVP, CIO Ted Harrison EVP, Enterprise Sales Doug Parker EVP, Corporate Development Kristina Lengyel EVP, Customer Solutions Brian Sweeney EVP, CHRO James McGourlay EVP, International Sales Michael Acedo SVP, CLO & Corporate Secretary Prentiss Donohue EVP, SMB & Consumer Sales Gordon Davies EVP, Special Adviser to CEO OpenText ©2022 All rights reserved 38#39opentext™ Thank you twitter.com/opentext in linkedin.com/company/opentext opentext.com#40Appendix opentext™ OpenText ©2022 All rights reserved 40#41Appendix A Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results. The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. Open Text strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non- GAAP measures defined below. Non-GAAP-based net income and Non-GAAP-based EPS, attributable to Open Text, are consistently calculated as GAAP-based net income (loss) or earnings (loss) per share, attributable to Open Text, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income (loss), attributable to Open Text, excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue. The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non- operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP. The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions 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 (Loss). Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends. In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of Open Text's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. See historical filings, including the Company's Annual Reports on Form 10-K, for reconciliations of certain Non-GAAP measures to GAAP measures. The following charts provide unaudited reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. opentext™ Open Text ©2022 All rights reserved 41#42Summary 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 (loss), attributable to OpenText GAAP-based earnings (loss) per share (EPS), diluted Non-GAAP-based EPS, diluted (1)(2) Adjusted EBITDA (1) Operating cash flows Free cash flows (1) Q2 FY'22 $364.9 334.9 $699.8 109.5 67.5 $876.8 $192.9 $321.8 $88.3 $0.32 $0.89 $343.5 $216.6 $206.0 Q2 FY'21 $350.5 334.5 $684.9 107.3 63.4 $855.6 $234.5 $340.5 ($65.5) ($0.24) $0.95 $360.8 $282.5 $274.8 $ Change $14.4 0.4 $14.8 2.1 4.2 $21.2 ($41.6) ($18.7) $153.8 $0.56 ($0.06) ($17.2) ($65.8) ($68.8) % Change 4.1 % 0.1 % 2.2 % 2.0 % 6.6 % 2.5% (17.7) % (5.5) % 234.9 % 233.3 % (6.3) % (4.8) % (23.3) % (25.0) % Q2 FY'22 in CC* $365.0 335.4 $700.4 110.5 67.8 $878.8 N/A $326.1 N/A N/A $0.90 $347.8 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* 4.2 % 0.3% 2.3 3.0 % 7.0 % 2.7 % N/A (4.2) % N/A N/A (5.3) % (3.6) % 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. OpenText ©2022 All rights reserved 42#43Summary of Year to Date 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) FY¹22 YTD $721.5 670.1 $1,391.6 183.0 134.5 $1,709.1 $375.6 $623.8 $220.2 $0.81 $1.72 $666.9 $406.3 $369.0 FY'21 YTD $691.4 663.9 $1,355.3 175.9 128.5 $1,659.7 $416.8 $660.9 $37.9 $0.14 $1.84 $703.1 $516.4 $493.4 $ Change $30.0 6.2 $36.3 7.2 $6.0 $49.5 ($41.3) ($37.1) $182.3 $0.67 ($0.12) ($36.2) ($110.0) ($124.4) % Change 4.3 % 0.9 % 2.7 % 4.1 % 4.7 % 3.0 % (9.9) % (5.6) % 481.1 % 478.6 % (6.5) % (5.2) % (21.3) % (25.2) % FY'22 YTD in CC* $718.2 663.9 $1,382.1 183.0 133.4 $1,698.5 N/A $625.9 N/A N/A $1.73 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™ $668.8 N/A N/A % Change in CC* 3.9 % % 2.0 % T 4.1 % 3.9 % 2.3 % N/A (5.3) % N/A N/A (6.0) % (4.9) % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. OpenText ©2022 All rights reserved 43#44Reconciliation of Selected Non-GAAP Measures | Q2 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 (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 122,129 29,668 53,041 52,602 615,618 103,622 163,938 71,513 52,665 9,217 192,884 (25,037) 39,266 88,298 0.32 Three Months Ended December 31, 2021 GAAP % of Total Revenue 70.2% Adjustments FN (897) (1) (409) (1) (1) (2) (3) (647) (52,602) 54,555 (1) (2,652) (5,006) (4,798) (1) (1) (52,665) (2) (9,217) (4) 128,893 (5) (6) 25,037 148 (7) 153,782 (8) 0.57 (8) Non-GAAP 121,232 29,259 52,394 670,173 100,970 158,932 66,715 321,777 39,414 242,080 0.89 Non-GAAP % of Total Revenue 76.4% Open Text ©2022 All rights reserved 44#45Reconciliation of Selected Non-GAAP Measures | Q2 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. 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. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 31% 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. 8 Reconciliation of GAAP-based net income to Non-GAAP-based net income: 7 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™ $ $ Three Months Ended December 31, 2021 Per share diluted 0.32 88,298 105,267 14,409 9,217 25,037 39,266 (39,414) 242,080 $ $ 0.39 0.05 0.03 0.09 0.15 (0.14) 0.89 Open Text ©2022 All rights reserved 45#46Reconciliation of Selected Non-GAAP Measures | FY'22 YTD (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 (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 241,908 59,151 104,766 105,769 1,189,803 203,787 310,178 142,990 104,549 9,561 375,573 4,745 82,716 220,213 0.81 Six Months Ended December 31, 2021 GAAP % of Total Revenue 69.6% Adjustments GA FN (1) (1,804) (1,130) (1) (1,368) (1) (105,769) (2) 110,071 (3) (5,586) (1) (9,616) (1) (8,839) (1) (104,549) (2) (9,561) (4) 248,222 (5) (4,745) (6) (6,207) (7) 249,684 (8) 0.91 (8) Non-GAAP 240,104 58,021 103,398 1,299,874 198,201 300,562 134,151 623,795 76,509 469,897 1.72 Non-GAAP % of Total Revenue 76.1% Open Text ©2022 All rights reserved 46#47Reconciliation of Selected Non-GAAP Measures | FY'22 YTD FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. 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 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 27% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to Open Text Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for (recovery of) income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to Open Text opentext™ $ $ Six Months Ended December 31, 2021 Per share diluted 0.81 220,213 210,318 28,343 9,561 (4,745) 82,716 (76,509) 469,897 $ $ 0.77 0.10 0.04 (0.02) 0.30 (0.28) 1.72 Open Text ©2022 All rights reserved 47#48Reconciliation of Selected Non-GAAP Measures | Q2 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 (recovery of) income taxes GAAP-based net income (loss) / Non-GAAP-based net income, attributable to OpenText GAAP-based earnings (loss) per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText opentext™ SA GAAP 117,882 29,668 46,619 54,091 603,082 100,238 147,897 62,765 54,926 (17,494) 234,470 5,251 267,559 (65,477) (0.24) Three Months Ended December 31, 2020 GAAP % of Total Revenue 70.5% Adjustments $ (1,143) (499) (666) (54,091) (1) (1) (1) (2) 56,399 (3) FN (2,707) (1) (4,957) (1) (4,554) (1) (54,926) (2) 17,494 (4) 106,049 (5) (5,251) (6) (225,150) (7) 325,948 (8) 1.19 (8) Non-GAAP 116,739 29,169 45,953 659,481 97,531 142,940 58,211 340,519 42,409 260,471 0.95 Non-GAAP % of Total Revenue 77.1% Open Text ©2022 All rights reserved 48#49Reconciliation of Selected Non-GAAP Measures | Q2 FY¹21 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 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 132% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. The GAAP-based tax provision rate for the three months ended December 31, 2020 includes an income tax provision charge from the Internal Revenue Service (IRS) settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits. 8 Reconciliation of GAAP-based net loss to Non-GAAP-based net income: GAAP-based net loss, attributable to OpenText Add: $ Three Months Ended December 31, 2020 Per share diluted* (0.24) (65,477) 109,017 14,526 (17,494) (5,251) 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 (42,409) 260,471 $ $ Non-GAAP-based net income, attributable to OpenText *Weighted average number of Common Shares - diluted (in thousands) used in the calculation of Non-GAAP-based earnings per share for the three months ended December 31, 2020 were 273,183. opentext™ $ 267,559 0.40 0.05 (0.06) (0.02) 0.98 (0.16) 0.95 Open Text ©2022 All rights reserved 49#50Reconciliation of Selected Non-GAAP Measures | FY'21 YTD (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 (recovery of) income taxes GAAP-based net income / Non-GAAP-based net income, attributable to Open Text GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to Open Text opentext™ GAAP 230,506 58,862 93,200 112,128 1,158,170 194,141 280,297 118,954 109,919 (4,250) 416,826 8,134 310,303 37,899 0.14 Six Months Ended December 31, 2020 GAAP % of Total Revenue 69.8% Adjustments FN (1) (1) (1,979) (941) (1,183) (1) (112,128) (2) 116,231 (3) (1) (5,049) (9,014) (1) (8,096) (1) (109,919) (2) 4,250 (4) 244,059 (5) (8,134) (6) (228,515) (7) 464,440 (8) 1.70 (8) Non-GAAP $ 228,527 57,921 92,017 1,274,401 189,092 271,283 110,858 660,885 - 81,788 502,339 1.84 Non-GAAP % of Total Revenue 76.8% Open Text ©2022 All rights reserved 50#51Reconciliation of Selected Non-GAAP Measures | FY'21 YTD FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. 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. 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. 3 4 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 89% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. The GAAP-based tax provision rate for the six months ended December 31, 2020 includes an income tax provision charge from the IRS settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits. Reconciliation of GAAP-based net income to Non-GAAP-based net income: 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™ $ $ Six Months Ended December 31, 2020 Per share diluted 0.14 37,899 222,047 26,262 (4,250) (8,134) 310,303 (81,788) 502,339 $ $ 0.81 0.10 (0.02) (0.03) 1.14 (0.30) 1.84 Open Text ©2022 All rights reserved 51#52Reconciliation of Adjusted EBITDA and Free Cash Flows Q2 FY'22 Q2 FY'21 (In '000's U.S. dollars) GAAP-based net income (loss), attributable to Open Text Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income (loss) margin Adjusted EBITDA margin (% of total revenue) (In '000's U.S. dollars) GAAP-based cash flows provided by operating activities Add: Capital expenditures (1) Free cash flows $ opentext™ (1) Defined as "Additions of property and equipment" in the Condensed Consolidated Statements of Cash Flows. 88,298 39,266 40,245 52,602 52,665 21,779 14,409 9,217 25,037 343,518 876,799 10.1% 39.2% Q2 FY'22 216,644 (10,635) 206,009 $ $ (65,477) 267,559 37,595 54,091 54,926 20,280 14,526 (17,494) (5,251) 360,755 855,644 (7.7)% 42.2% Q2 FY¹21 282,455 (7,651) 274,804 $ FY'22 YTD 220,213 82,716 77,300 105,769 104,549 43,165 28,343 9,561 (4,745) 666,871 $ 1,709,107 12.9% 39.0% FY'22 YTD 406,313 (37,347) 368,966 $ FY'21 YTD $ 37,899 310,303 76,684 112,128 109,919 42,283 26,262 (4,250) (8,134) 703,094 1,659,657 2.3% 42.4% FY'21 YTD 516,359 (22,956) 493,403 OpenText ©2022 All rights reserved 52#53Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) 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'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) $ 240,662 FY'13 $ 148,520 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% $ 318,502 (23,107) $295,395 FY'14 $ 218,125 58,461 27,934 69,917 81,023 35,237 19,906 31,314 (3,941) $ 537,976 $1,624,699 13.4% 33.1% $ 417,096 (42,268) $ 374,828 FY'15 $ 234,327 31,638 54,620 81,002 108,239 50,906 22,047 12,823 28.047 $ 623,649 $ 1,851,917 12.7% 33.7% $ 522,055 (77,046) $ 445,009 FY'16 $ 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% $ 523,663 (70,009) $ 453,654 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% $ 440,353 (79,592) $360,761 FY'18 $ 242,224 143,826 138,540 185,868 184,118 86,943 27,594 29,211 (17,973) $1,020,351 $ 2,815,241 8.6% 36.2% $ 708,081 (105,318) $ 602,763 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 (63,837) $ 812,441 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% $ 954,536 (72,709) $ 881,827 (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 opentext™ FY'21 $ 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% $ 876,120 (63,675) $ 812,445 OpenText ©2022 All rights reserved 53