#1opentext™ Q2 Fiscal 2020 Financial & Business Results NASDAQ: OTEX | TSX: OTEX January 30, 2020#2Safe Harbor Statement Certain statements in this presentation, including statements about the focus of Open Text Corporation ("Open Text" or "the Company") in our fiscal year ending June 30, 2020 (Fiscal 2020) on growth, anticipated benefits of our partnerships and next generation product lines, the strength of our operating framework and balance sheet flexibility, continued investments in product innovation, go-to-market and strategic acquisitions, M&A continuing to be our leading growth contributor, our capital allocation strategy, creating value through investments in broader Information Management (IM) capabilities, the Company's presence in the cloud and in growth markets, expected growth in our revenue lines, total growth from acquisitions, innovation and organic initiatives, the focus on recurring revenues, improving operational efficiency, expanding cash flow and strengthening the business, adjusted operating income and cash flow, its financial condition, the adjusted operating margin target range, impact from currency exchange rates, results of operations and earnings, announced acquisitions, ongoing tax matters, the integration of the acquired businesses, declaration of quarterly dividends, future tax rates, new platform and product offerings, scaling Open Text to new levels in Fiscal 2020 and beyond, and other matters, may contain words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", "may", "could", "would", "might", "will" and variations of these words or similar expressions are considered forward-looking statements or information under applicable securities laws. In addition, any information or 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, and 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 believes are appropriate in the circumstances, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Such forward-looking statements involve known and unknown risks, uncertainties and other factors and assumptions that may cause the actual results, performance or achievements to differ materially. Such factors include, but are not limited to: (i) the future performance, financial and otherwise, of OpenText; (ii) the ability of OpenText to bring new products and services to market and to increase sales; (iii) the strength of the Company's product development pipeline; (iv) the Company's growth and profitability prospects; (v) the estimated size and growth prospects of the IM market including expected growth in the Artificial Intelligence market; (vi) the Company's competitive position in the IM market and its ability to take advantage of future opportunities in this market; (vii) the benefits of the Company's products and services to be realized by customers; (viii) the demand for the Company's products and services and the extent of deployment of the Company's products and services in the IM marketplace; (ix) downward pressure on our share price and dilutive effect of future sales or issuances of equity securities (including in connection with future acquisitions); (x) the Company's financial condition and capital requirements; and (xi) statements about the impact of product releases. The risks and uncertainties that may affect forward-looking statements include, but are not limited to: (i) integration of acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof; (ii) the potential for the incurrence of or assumption of debt in connection with acquisitions and the impact on the ratings or outlooks of rating agencies on the Company's outstanding debt securities; (iii) the possibility that the Company may be unable to meet its future reporting requirements under the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, or applicable Canadian securities regulation; (iv) the risks associated with bringing new products and services to market; (v) failure to comply with privacy laws and regulations that are extensive, open to various interpretations and complex to implement including General Data Protection Regulation (GDPR) and Country by Country Reporting (CBCR); (vi) fluctuations in currency exchange rates; (vii) delays in the purchasing decisions of the Company's customers; (viii) the competition the Company faces in its industry and/or marketplace; (ix) the final determination of litigation, tax audits (including tax examinations in the United States and elsewhere) and other legal proceedings; potential exposure to greater than anticipated tax liabilities or expenses, including with respect to changes in Canadian, U.S. or international tax regimes including tax reform legislation enacted through the Tax Cuts and Jobs Act in the United States; (xi) the possibility of technical, logistical or planning issues in connection with the deployment of the Company's products or services; (xii) the continuous commitment of the Company's customers; and (xiii) demand for the Company's products and services. For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. opentext™ Open Text Confidential. ©2020 All Rights Reserved. 2#3Twenty Consecutive Quarters of Total Growth 20 Consecutive Quarters of Y/Y Growth(1) opentext™ llions USD) evenues (in million Total Revenues 800 700 600 500 400 300 200 100 0 8.1% Q3F15 6.8% Q4F15 3.2% Q1F16 Q2F16 1. Represents Total Revenue growth in constant currency (Y/Y) Total Revenue Growth in CC(¹) (Y/Y) 6.2% 1.7% Q3F16 0.2% 14.3% Q4F16 Q1F17 Q2F17 36.2% 17.2% Q3F17 39.6% Q4F17 29.3% Q1F18 32.6% Q2F18 10.8% Q3F18 Q4F18 10.0% Quarters (Q3 F15 - Q2 F20) 4.4% Q1F19 1.5% Q2F19 7.7% Q3F19 2.0% Q4F19 5.9% Q1F20 6.3% Q2F20 Open Text Confidential. ©2020 All Rights Reserved. 3#4Q2 FY'20 Financial Highlights With Y/Y Comparisons Q2 FY'20 Total Revenues ARR(1) Cloud Revenues A-EBITDA (2) Non-GAAP Earnings Per Share (2) Operating Cash Flows opentext™ $771.6M $563.8M, 73.1% of Total Revenue $248.3M $317.0M, 41.1% (margin) $0.84 $207.2M 4.9% 6.3% in CC 6.5% 7.8% in CC 13.3% ▲ 14.1% in CC 2.8% 4.9% in CC 5.0% 7.5% in CC ▲ 9.6% Trailing Twelve Months (TTM) Ending Q2 FY'20 3.2% ▲ 7.0% in CC Total Revenues ARR(1) Cloud Revenues A-EBITDA (2), (3) Non-GAAP Earnings Per Share(2) Operating Cash Flows (3) 1. Annual recurring revenue is defined as the sum of cloud services and subscriptions revenue and customer support revenue. Please see reconciliation of GAAP to Non-GAAP measures at the end of this presentation. 2. 3. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. $2.93B $2.22B, 75.6% of Total Revenue $966.1M $1.12B, 38.1% (margin) $2.84 $860.5M 5.5% ▲ 9.0% in CC 13.1% A 15.7% in CC ▲ 5.0% 9.7% in CC 6.8% ▲ 12.8% in CC ▲ 3.0% Open Text Confidential. ©2020 All Rights Reserved. 4#5Q2 FY'20 Revenue Breakdown Total Revenue by Geography Total Revenue Mix 41% 9% opentext™ 18% 32% ■ License ■ Cloud Services & Subscriptions ■ Customer Support ■ Professional Service & Other 1. Does not include revenue contribution from Carbonite. 33% 9% ■ Americas ■ EMEA ■APJ 58% ARR by Industry(1) 9% 9% 8% 11% 5% 3% 12% ■ Financial ■ Services ■ Consumer goods 25% 18% ■ Technology ■ Public Sector Healthcare Basic materials and conglomerates ■ Industrial goods ■ Utilities Open Text Confidential. ©2020 All Rights Reserved. 5#6Q2 FY'20 Key Customer Wins Rheinlandpfalz MINISTERIUM DER JUSTIZ thyssenkrupp Kodak alaris LEWIS RICE SHEPELL opentext™ ● ● ● ● ● ● ● The Ministry of Justice in Germany, together with three other state judicial administrations, selected Open Text Intelligent Capture Enables the digitization of 100 million pages of incoming paper documents in 1,000 workplaces as part of the introduction of electronic court files thyssenkrupp AG, a technology group headquartered in Essen, Germany, selected OpenText Core Archive for SAP Solutions Streamlines internal processes, leading to collaboration between departments, consolidating different archive solutions Kodak Alaris is a privately held global technology company Selected Open Text to create drivers for its scanners, software and services in order to capture information that integrates with customer business applications Lewis Rice, a leading regional law firm in the US Midwest, chose the OpenText Axcelerate Multi-matter solution Enables Lewis Rice to substantially lower their eDiscovery spend with a single vendor ensuring a more consistent work product across all matters in a single platform. Morneau Shepell, provider of technology-enabled HR services, headquartered in Toronto, Canada, acquired additional licenses of Open Text AppWorks Expands use of the application, after completing the acquisition of Mercer in August 2019 Open Text Confidential. ©2020 All Rights Reserved. 6#7Carbonite Update and Revenue Impact ● • Expect revenue for the 2H of FY'20 to be $195m to $200m, after purchase price accounting (PPA) and disruption of up to 10% for typical integration activities ● Open Text will recognize $171.5M of deferred revenue over the life of the contracts after PPA adjustments totaling $74.9M(1) • For FY'20, expect Carbonite to be slightly accretive to A-EBITDA dollars and A-EPS ● Q2 $3.1 opentext™ FY'20 Q3 $22.7 Q4 $16.7 Estimated PPA Amortization (Millions) Q1 $11.5 1. Unaudited and subject to measurement period adjustments. Q2 $6.4 FY'21 Q3 $3.5 Q4 $2.7 FY'22+ $8.3 Total $74.9 Open Text Confidential. ©2020 All Rights Reserved. 7#8Q3 FY'20 Quarterly Factors:(1) ● ● ● Economy: O O O O O Global recession concerns Trade and tariff wars Geo-political: O Externalities Europe, US, manufacturing slowdown Corona virus Currency: Gulf Nations Brexit FX headwinds continue opentext™ ● ● ● ● Our business is annual, and quarters will vary FY'20 FX headwind unchanged at ~$35 million Expect low double-digit revenue growth in Q3 FY'20 on a y/y basis, including Carbonite and FX • Expect Non-GAAP Total Operating Expenses to be -30% higher in Q3 FY'20 compared to Q2 FY'20 of $286.1M Seasonal increase at OTEX (annual performance cycle) Full quarter of Carbonite operations Q3 FY'20 A-EBITDA dollars to be flat to slightly up y/y, compared to Q3 FY'19 1. The Q3 Quarterly Factors are anticipated quarterly variances that do not reflect OpenText's annual business. Company Specific (including Carbonite) O O Open Text Confidential. ©2020 All Rights Reserved. 8#9FY'20 Target Model Revenue Type: Annual Recurring Revenue (ARR) License Cloud Services and Subscriptions Customer Support Professional Services and Other Non-GAAP Gross Margin License Cloud Services and Subscriptions Customer Support Professional Services and Other Non-GAAP Gross Margin Non-GAAP Operating Expenses: Research & Development Sales & Marketing General & Admin Depreciation A-EBITDA Margin(1) Interest and Other Related Expense USD million Adjusted Tax Rate(2) Capital Expenditures opentext™ Fiscal 2019 Results 75.1% 14.9% 31.6% 43.5% 9.9% 96.6% 57.8% 90.1% 21.8% 74.1% 11.0% 17.8% 6.9% 3.4% 38.4% $136.6 14% $64 1. Please see reconciliation of GAAP to Non-GAAP measures in our historical filings on Form 10K. 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. Revised to reflect the acquisition of Carbonite. Previous FY'20 Model 74% - 76% 13% -17% 31% -35% 40% -44% 8% -12% 96% - 98% 57% -59% 89% - 91% 18% - 20% 73% -75% 11% - 13% 17% -19% 6% - 8% 2% -4% 38% - 39% $140 - $145 14% $88 - $98 Revised FY'20 Model (³) 75% - 77% 13% -17% 34% - 38% 38% -42% 7% -11% 96% - 98% 58% - 60% 89% - 91% 18% - 20% 73% -75% 11% - 13% 18% - 20% 6% -8% 2% -4% 36% -37% $147 - $152 14% $88 - $98 Open Text Confidential. ©2020 All Rights Reserved. 9#10FY'22 Long-Term Aspirations opentext™ A-EBITDA Margin(¹)(2) 38%-40% +500 bps 33.1% FY'14 38.1% Q2 FY'20 TTM Operating Cash Flows (²) 1. Please see reconciliation of GAAP to Non-GAAP measures in our historical filings. 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. $1.0B-$1.1B 106% $417M FY'14 $860M Q2 FY'20 TTM Open Text Confidential. ©2020 All Rights Reserved. 10#11Strong Liquidity & Balance Sheet Cash Generated for M&A TTM Q2 FY'20 (US$ M) OCF Less: Principal Less: CapEx Less: Dividends TTM Cash Generated for M&A $860 1. $10 $69 $182 $599 Documentum Acquisition Closing 2.5x Trended Net Leverage 2.3x leverage post $1.4B acquisition of Carbonite Consolidated Net Leverage Ratio (¹) 2.4x Q3 FY'17 Q4 FY'17 opentext™ Consolidated Net Leverage Ratio is calculated using bank covenant methodology. 2.6x Q1 FY'18 2.3x 2.0x 1.9x 1.7x Q2 FY'18 Q3 FY'18 Q4 FY'18 Q1 FY'19 1.9x Q2 FY'19 1.7x 1.5x 1.5x Carbonite Acquisition Closing 2.3x Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Open Text Confidential. ©2020 All Rights Reserved. 11#12Appendix 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 are not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. Open Text strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below. Non-GAAP-based net income and Non-GAAP-based EPS, attributable to Open Text, are consistently calculated as GAAP-based net income or earnings per share, attributable to Open Text, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and Special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, Special charges (recoveries), and share-based compensation expense. Adjusted earnings (loss) before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to Open Text, excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and Special charges (recoveries). The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non- operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP. The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special Charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends. In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of Open Text's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. See historical filings, including the Company's Annual Reports on Form 10-K, for reconciliations of certain Non-GAAP measures to GAAP measures. The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial measures to Non-U.S. GAAP-based financial measures for the following periods presented. opentext™ Open Text Confidential. ©2020 All Rights Reserved. 12#13Summary of Quarterly Results with Constant Currency Q2 FY'20 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 EPS, diluted Non-GAAP-based EPS, diluted(1)(2) GAAP-based net income, attributable to OpenText Adjusted EBITDA(1) Operating cash flows Q2 FY'20 opentext™ $248.3 315.5 $563.8 138.1 69.6 $771.6 $184.7 $296.4 $0.40 $0.84 $107.5 $317.0 $207.2 Q2 FY'19 $219.2 310.4 $529.6 132.8 72.9 $735.2 $173.9 $284.5 $0.39 $0.80 $104.4 $308.3 $189.1 $ Change $29.1 5.2 $34.3 5.3 (3.3) $36.3 $10.8 $11.9 $0.01 $0.04 $3.0 $8.7 $18.1 % Change 13.3 % 1.7 % 6.5 % 4.0 % (4.5) % 4.9 % 6.2 % 4.2 % 2.6 % 5.0 % 2.9 % 2.8 % 9.6 % $250.2 320.6 $570.8 140.2 70.8 $781.8 N/A $303.0 N/A $0.86 N/A $323.4 N/A % Change in CC* 14.1 % 3.3 % 7.8 % 5.6 % (2.9) % 6.3 % N/A 6.5 % N/A 7.5 % N/A 4.9 % 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. 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. Open Text Confidential. ©2020 All Rights Reserved. 13#14Summary of Year to Date Results with Constant Currency (in millions except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues** License Professional service and other Total revenues GAAP-based operating income Non-GAAP-based operating income (1) GAAP-based EPS, diluted Non-GAAP-based EPS, diluted(1)(2) GAAP-based net income, attributable to Open Text Adjusted EBITDA(1) Operating cash flows FY'20 YTD $485.6 627.8 $1,113.4 216.0 139.0 $1,468.4 $317.3 $530.3 $0.67 $1.48 $181.9 $571.2 $344.7 opentext™ FY'19 YTD $427.3 621.9 $1,049.2 209.6 143.5 $1,402.4 $273.2 $506.9 $0.52 $1.40 $140.8 $554.5 $360.5 $ Change $58.3 5.9 $64.2 6.4 (4.5) $66.1 $44.1 $23.4 $0.15 $0.08 $41.1 $16.7 ($15.8) % Change 13.6 % 0.9 % 6.1 % 3.0 % (3.1) % 4.7 % 16.1 % 4.6 % 28.8 % 5.7 % 29.2 % 3.0 % (4.4) % FY'20 YTD in CC* $ $489.5 637.9 $1,127.4 219.4 141.6 $1,488.3 N/A $541.4 N/A $1.51 N/A 582.1 Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements. *CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. ** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. N/A % Change in CC* 14.5 % 2.6 % 7.4 % 4.6 % (1.4) % 6.1 % N/A 6.8 N/A 7.9 % N/A 4.9 % N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. % Open Text Confidential. ©2020 All Rights Reserved. 14#15Reconciliation of Selected Non-GAAP Measures | Q2 FY'20 Three Months Ended December 31, 2019 (in '000s USD) 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 103,644 29,788 53,604 42,299 539,172 80,283 137,310 54,595 51,460 10,072 184,740 1,972 46,818 107,467 0.40 GAAP % of Total Revenue 69.9% $ $ Adjustments FN (371) (1) $ (297) (1) (346) (42,299) 43,313 (3) (1) (2) (1,255) (1) (2,383) (1) (3,131) (1) (51,460) (2) (10,072) (4) 111,614 (5) (1,972) (6) (9,861) (7) 119,503 (8) 0.44 (8) $ Non- GAAP 103,273 29,491 53,258 582,485 79,028 134,927 51,464 296,354 36,957 226,970 0.84 Non-GAAP % of Total Revenue 75.5% Open Text Confidential. ©2020 All Rights Reserved. 15#16Reconciliation of Selected Non-GAAP Measures | Q2 FY'20 FOOTNOTES 1 Adjustment relates to the exclusion of share based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 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. 2 3 4 5 6 7 GAAP-based and Non-GAAP-based income from operations stated in dollars. Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in non-marketable securities 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 30% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to Open Text Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for (recovery of) income taxes Non-GAAP based provision for income taxes Non-GAAP-based net income, attributable to Open Text opentext $ $ Three Months Ended December 31, 2019 Per share diluted 0.40 107,467 $ 93,759 7,783 10,072 (1,972) 46,818 (36,957) 226,970 $ 0.35 0.03 0.04 (0.01) 0.17 (0.14) 0.84 Open Text Confidential. ©2020 All Rights Reserved. 16#17Reconciliation of Selected Non-GAAP Measures | FY'20 YTD Six Months Ended December 31, 2019 (in '000s USD) 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 205,806 59,175 107,942 82,597 1,007,552 161,461 265,928 106, 130 100,618 15,173 317,253 (813) 69,909 181,868 0.67 GAAP % of Total Revenue 68.6% $ $ Adjustments FN (754) (1) $ (1) (613) (1) (589) (82,597) 84,553 (2) (3) (2,476) (1) (4,499) (1) (5,743) (1) (100,618) (2) (15,173) (4) 213,062 (5) 813 (6) (4,707) (7) (8) 218,582 0.81 (8) $ Non- GAAP 205,052 58,562 107,353 1,092,105 158,985 261,429 100,387 530,315 65,202 400,450 1.48 Non-GAAP % of Total Revenue 74.4% Open Text Confidential. ©2020 All Rights Reserved. 17#18Reconciliation of Selected Non-GAAP Measures | FY'20 YTD FOOTNOTES 1 Adjustment relates to the exclusion of share based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 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. 2 3 4 5 6 7 GAAP-based and Non-GAAP-based income from operations stated in dollars. Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in non-marketable securities 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 28% 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, 2019 Per share diluted 0.67 181,868 $ 183,215 14,674 15,173 813 69,909 (65,202) 400,450 $ 0.68 0.05 0.06 I 0.26 (0.24) 1.48 Open Text Confidential. ©2020 All Rights Reserved. 18#19Reconciliation of Selected Non-GAAP Measures | Q2 FY'19 Three Months Ended December 31, 2018 (in '000s USD) 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 88,698 31,273 56,030 48,366 507,209 75,753 126, 193 52,198 45,919 9,380 173,932 378 36,236 104,432 0.39 GAAP % of Total Revenue 69.0% $ GA $ Adjustments FN (265) (1) (271) (1) (358) (1) (48,366) (2) 49,260 (3) (994) (1) (1,615) (1) (3,382) (1) (45,919) (2) (9,380) (4) 110,550 (378) (1,114) 111,286 (5) (6) (7) (8) 0.41 (8) $ $ Non- GAAP 88,433 31,002 55,672 556,469 74,759 124,578 48,816 284,482 35,122 215,718 0.80 Non-GAAP % of Total Revenue 75.7% Open Text Confidential. ©2020 All Rights Reserved. 19#20Reconciliation of Selected Non-GAAP Measures | Q2 FY'19 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 non-marketable securities investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 26% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to Open Text Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for (recovery of) income taxes Non-GAAP based provision for income taxes Non-GAAP-based net income, attributable to Open Text opentext $ Three Months Ended December 31, 2018 Per share diluted 0.39 104,432 $ 94,285 6,885 9,380 (378) 36,236 (35,122) 215,718 $ 0.35 0.03 0.03 0.13 (0.13) 0.80 Open Text Confidential. ©2020 All Rights Reserved. 20#21Reconciliation of Selected Non-GAAP Measures | FY'19 YTD Six Months Ended December 31, 2018 (in '000s USD) 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 176,401 61,738 112,826 95,843 948,053 153,223 246,375 103,122 91,795 32,691 273,159 1,900 66,086 140,756 0.52 GAAP % of Total Revenue 67.6% $ GA $ Adjustments FN (582) (1) (571) (1) (882) (1) (95,843) (2) 97,878 (3) (2,353) (1) (3,416) (1) (5,636) (1) (91,795) (2) (32,691) (4) 233,769 (5) (1,900) (6) (4,656) (7) 236,525 (8) 0.88 (8) $ $ Non- GAAP 175,819 61,167 111,944 1,045,931 150,870 242,959 97,486 506,928 61,430 377,281 1.40 Non-GAAP % of Total Revenue 74.6% Open Text Confidential. ©2020 All Rights Reserved. 21#22Reconciliation of Selected Non-GAAP Measures | FY'19 YTD FOOTNOTES 1 Adjustment relates to the exclusion of share based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 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 non-marketable securities 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 Open Text opentext $ Six Months Ended December 31, 2018 Per share diluted 0.52 140,756 $ 187,638 13,440 32,691 (1,900) 66,086 (61,430) 377,281 $ 0.70 0.05 0.12 (0.01) 0.25 (0.23) 1.40 Open Text Confidential. ©2020 All Rights Reserved. 22#23Reconciliation of Adjusted EBITDA (in '000s USD) GAAP-based Net income attributable to Open Text Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA opentext™ $ $ FY'20 YTD 181,868 $ 69,909 64,586 82,597 100,618 40,989 14,674 15,173 813 571,227 $ Q2 FY'20 107,467 $ 46,818 32,376 42,299 51,460 20,712 7,783 10,072 (1,972) 317,015 $ FY'19 YTD 140,756 $ 66,086 68,144 95,843 91,795 47,688 13,440 32,691 (1,900) 554,543 $ Q2 FY'19 104,432 36,236 33,613 48,366 45,919 23,834 6,885 9,380 (378) 308,287 Open Text Confidential. ©2020 All Rights Reserved. 23