#1opentext™ Q4 and Fiscal 2020 Financial Results NASDAQ: OTEX | TSX: OTEX August 6, 2020#2Safe Harbor Statement This presentation may contain forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and created under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended, the Securities Act (Ontario) and Canadian securities legislation in each of the provinces of Canada. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When we use words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would", "will" and variations of these words or similar expressions, we do so to identify forward-looking statements. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are based on certain assumptions and involve known and unknown risks as well as uncertainties, which include actual and potential risks and uncertainties relating to the ultimate geographic spread of COVID-19, the severity of the disease and the duration of the COVID-19 pandemic. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. A number of factors may materially affect our business, financial condition, operating results and prospects. For additional information with respect to risks and other factors which could occur, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission and other securities regulators. Any one of these factors may cause our actual results to differ materially from recent results or from our anticipated future results. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. opentext™ Open Text Confidential. ©2020 All Rights Reserved. 2#3Twenty-two Consecutive Quarters of Total Growth 22 Consecutive Quarters of Y/Y Growth (1) opentext™ USD 900 in millions Total Revenues in CC 800 700 600 500 8.1% 300 200 100 Q3 FY'15 6.8% Q4 FY'15 3.2% 6.2% Q1 FY'16 Q2 FY'16 Q3 FY'16 1. Represents Total Revenue growth in constant currency (Y/Y). Total Revenue Growth in CC (¹) (Y/Y) 1.7% 0.2% 14.3% Q4 FY'16 17.2% Q1 FY'17 Q2 FY'17 36.2% Q3 FY'17 39.6% Q4 FY'17 29.3% 32.6% Q2 FY'18 FY 15, Q Que Q1 FY'18 10.8% 10.0% Q3 FY'18 Q4 FY18 4.4% 1.5% 7.7% Q1 FY'19 Q2 FY'19 Q3 FY'19 2.0% Q4 FY'19 5.9% Q1 FY'20 6.3% Q2 FY'20 14.1% Q3 FY'20 12.2% Q4 FY'20 Open Text Confidential. ©2020 All Rights Reserved. 3#4Growing ARR While Expanding Margin. 54.2% 29.7% 26.1% 24.3% FY'11 29.1% opentext FY'12 31.1% 20.0% FY'13 ARR, License, and A-EBITDA Margin 33.7% 33.1% H 18.8% 15.9% FY'14 FY'15 36.8% 15.6% FY'16 34.7% 16.1% (1), (2) FY'17 36.2% 15.5% FY'18 1 Please see Appendix A "Use of Non-GAAP Financial Measures" in this presentation for reconciliation of GAAP to Non-GAAP measures. 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. 38.4% 14.9% FY'19 78.2% 36.9% ARR % of Total Revenues FY'20 A-EBITDA Margin License 13.0% % of Total Revenues. Open Text Confidential. ©2020 All Rights Reserved. 4#5Q4 and Fiscal 2020 Financial Highlights With Y/Y Comparisons Q4 FY'20 Total Revenues ARR(1) Cloud Revenues A-EBITDA (2) Non-GAAP Earnings Per Share (2) Free Cash Flows (³) opentext™ $826.6M $657.5M 79.5% of Total Revenue $332.6M $317.4M, 38.4% (margin) $0.80 $262.5M 10.6% 12.2% in CC 18.0% 19.5% in CC 37.5% 38.8% in CC 11.8% 12.1% in CC 11.1% 11.1% in CC 21.3% Total Revenues ARR(1) Cloud Revenues A-EBITDA (²) Non-GAAP Earnings Per Share (2) Free Cash Flows (3) 1. Annual recurring revenue is defined as the sum of cloud services and subscriptions revenue and customer support revenue. 2. Please see reconciliation of GAAP to Non-GAAP measures at the end of this presentation. 3. Free Cash Flows = Operating Cash Flows minus Capital Expenditures (or "Additions to property & equipment" in the Statement of Cash Flow). Fiscal 2020 $3.11B $2.43B, 78.2% of Total Revenue $1.16B $1.15B, 36.9% (margin) $2.89 $881.8M 8.4% 9.7% in CC 12.9% 14.1% in CC 27.5% 28.4% in CC 4.3% 5.7% in CC 4.7% 6.5% in CC ▲ 8.5% Open Text Confidential. ©2020 All Rights Reserved. 5#6Q4 FY'20 Revenue Breakdown Total Revenue by Geography Total Revenue Mix 39% 8% opentext™ 13% 40% ■License Cloud Services & Subscriptions Customer Support ■ Professional Service & Other 1. Does not include revenue contribution from XMedius. 29% 8% ■Americas ■ EMEA ■APJ 63% ARR by Industry (1) 8% 9% 7% 12% 5% ■ Financial ■ Services ■ Technology 3% Consumer goods ■ Utilities 15% 23% 18% Public Sector Healthcare Basic materials and conglomerates Industrial goods Open Text Confidential. ©2020 All Rights Reserved. 6#7Illustrative Q4 F'20 Customer Wins Business Network Rapla Rad Rapid Radiology is one of the largest teleradiology providers in the U.S. Expanding its use of Open Text EMR-Link to help speed medical imaging orders and results for increased efficiency, lower costs, and improved patient care Cyber Resilience OPSWAT. Provides Critical Infrastructure Protection solutions to more than 1,500 global customers. Signed multi-year deal for Brightcloud Streaming Malware Detection, Brightcloud Web Classification/Web Reputation and Webroot Brightcloud IP Reputation threat intelligence opentext™ Content Services National Institute of Allergy and Infectious Diseases NIH NIH is leading research to understand, treat, and prevent infectious, immunologic, and allergic diseases Selected Open Text Content Suite and Open Text AppWorks to support enterprise-wide business operations in partnership with NIH's Office of the Director, Office of Management to advance the NIH mission of Turning Discovery Into Health Digital Experience AIR AIA Thailand is part of AIA Group Limited, the largest public listed pan-Asian life insurance group Acquired Open Text Exstream as part of their paperless initiative to transform their digital customer communication management system Amway ARCH Your dreams. Woven together. ASAHI BD DOOSAN icare Insurance and Care NSW HEALTH DEPARTMENT SOUTHWEST GAS RESOURCES Panasonic OF MICHELIN LINE MEILLEURE FAÇON AVANCER AGENCY Merck DEFENSE POHJANTÄHTI RIVIAN Ihmisen kokoinen vakuutusyhtiö Williams. Open Text Confidential. ©2020 All Rights Reserved. 7#8Q1 FY'21 Quarterly Factors:(1) ● ● ● COVID-19 health and financial crisis Industry and supply chain disruption Global geopolitical including the U.S. elections Volatile macro environment opentext™ Externalities 1. Expect Q1 y/y: FX neutral Total Revenue to increase high-single-digit A-EBITDA dollars to increase low-double- digits ● • As a reminder, our business is annual, and quarters will vary ● ● ● Company Specific The Q1 Quarterly Factors are anticipated quarterly variances that do not reflect Open Text's annual business. Open Text Confidential. ©2020 All Rights Reserved. 8#9FY'21 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 (1) 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 2020 Model 76% -78% 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% 35% -36% $147 - $152 14% $72 - $77 Fiscal 2020 Results 78.2% 13.0% 37.2% 41.0% 8.8% 97.2% 61.3% 90.4% 22.7% 74.5% 11.7% 18.5% 7.3% 2.9% 36.9% $146.4 14% $73 1. Please see Appendix A "Use of Non-GAAP Financial Measures" in our Q4 FY20 Financial Business Results presentation for reconciliation of GAAP to Non-GAAP measures. 2. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. 3. This model is not guidance. Fiscal 2021 Model (³) 80% - 82% 10% - 13% 41% - 43% 38% -42% 6% -9% 96% - 98% 63% -65% 89% - 91% 18% - 20% 74% -76% 12% -14% 18% - 20% 6% -8% 2% -4% 37% -38% $157 - $162 14% $85 - $95 Open Text Confidential. ©2020 All Rights Reserved. 9#10FY'21 OpenText Total Growth Strategy(¹) Total Revenue Growth (US$ M) 11.4% CAGR $1,625 FY'14 opentext™ $3,110 FY'20 1. As of August 6, 2020 Cloud Customer Support ARR Off Cloud (License & PS) Total Revenue New M&A Expected % Change y/y: Low double-digit growth Constant Mid-single digit growth Decline Constant Additive Open Text Confidential. ©2020 All Rights Reserved. 10#11FY'23 Aspirations: Continued Upper Quartile Performance opentext™ A-EBITDA Margin 38% -40% Free Cash Flow $0.9B-$1.0B Our 3-year aspirations remain constant during the pandemic crisis. We plan to reinvest any margin gains above 40% into growth initiatives. Open Text Confidential. ©2020 All Rights Reserved. 11#12Strong Liquidity and Cash Position. Current Liquidity (US$ M) Total Available & Committed Liquidity (¹) Capital Expenditures as % of Total Revenue (FY'14 to FY'20) 4.5% 4.0% 3.5% 3.0% 2.5% 2.0% 1.5% 1.0% 0.5% 0.0% 2.6% FY'14 opentext™ 4.2% FY'15 3.8% FY'16 3.5% FY'17 3.7% $1,843 FY'18 2.2% FY'19 2.3% FY'20 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $150m as of June 30, 2020. Total cash & short-term investments at $1.693B (Jun 30/20) Cash Balance Trend Millions USD 1,800 1,600 1,400 1,200 1,000 Millions USD 800 600 400 200 1000 900 800 700 600 500 400 300 200 100 0 683 788 595 765 10 10 10 10 CY'20 CY'21 CY'22 CY¹23 ■TLB Debt Maturity Profile Q4 FY'18 Q1 FY'19 Q2 FY'19 Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Q3 FY'20 Q4FY'20 150 ■Drawn RCF 941 600 10 CY'24 999 933 Undrawn RCF 850 CY'25 CY'26 Axis Title 675 1,453 900 Senior Notes. 1,693 900 CY'27 CY'28 CY'29 CY'30 Open Text Confidential. ©2020 All Rights Reserved. 12#13Strong Cash Flow and Balance Sheet Cash Generated for M & A FY'20 (US$ M) Operating Cash Flows $955 Less: CapEx Free Cash Flows Less: Principal Less: Dividends Cash Generated for M&A $73 1. $882 $10 $189 $683 2.37x Trended Consolidated Net Leverage Ratio (1) 2.61X 2.30x 2.01x opentext™ Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 1.86x 1.72x Q4 FY'17 Q1 FY'18 Q2 FY'18 Q3 FY'18 Q4 FY'18 Q1 FY'19 1.89x Q2 FY'19 1.70x 1.53x 1.48x Carbonite Acquisition Closing 2.28x 2.25x 2.04x Q3 FY'19 Q4 FY'19 Q1 FY'20 Q2 FY'20 Q3 FY'20 Q4 FY'20 Open Text Confidential. ©2020 All Rights Reserved. 13#14Carbonite Update and Revenue Impact Carbonite's revenue since the date of acquisition on December 24, 2019 was $235.4 million for the year ended June 30, 2020. ● • Open Text will recognize $171.0M of deferred revenue over the life of the contracts after PPA adjustments totaling $74.7M (1) Q2A $3.1 opentext™ FY'20A Q3A $22.9 Q4A $16.4 1. Subject to measurement period adjustments. Estimated PPA Amortization (Millions) Q1E $11.3 Q2E $6.3 FY'21E Q3E $3.5 Q4E $2.8 FY'22E+ $8.4 Total $74.7 Open Text Confidential. ©2020 All Rights Reserved. 14#15opentext™ opentext™ The Information Company Open Text Confidential. ©2020 All Rights Reserved. 15#16Appendix 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. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below. Non-GAAP-based net income and Non-GAAP-based EPS, attributable to Open Text, are consistently calculated as GAAP-based net income or earnings per share, attributable to Open Text, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and Special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, Special charges (recoveries), and share-based compensation expense. Adjusted earnings (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. 16#17Organic Growth opentext™ In FY'20 total organic growth was trending positive pre-COVID-19.(1) Achieved positive ARR organic growth in CC for the full year. Total Revenues and Annual Recurring Revenues (²) in US$ billions (unless indicated otherwise) Total Revenues Less: Revenues from acquisitions (4) Organic revenues Growth (decline) in organic revenues over prior year Annual Recurring Revenues Less: Revenues from acquisitions (4) Organic revenues Growth (decline) prior year organic revenues over Reported $3.11 $(0.3) $2.80 (2.5)% $2.43 $(0.29) $2.14 (0.7)% FY'20 FX Headwind / (Tailwind) $0.04 $0.03 1 Organic Growth in constant currency until the end of Q2 FY'20 2. Total may not round up due to rounding. 3. Constant currency is defined as the current period reported revenues represented at the prior comparative period's foreign exchange rate. 4 Revenues from acquisitions refers to those revenues recognized during Fiscal 2020 from acquired businesses within one year of the acquisition date. 5. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. CC (3) $3.15 $(0.32) $2.83 (1.3%) $2.46 $(0.30) $2.16 0.5% Open Text Confidential. ©2020 All Rights Reserved. 17#18Return on Invested Capital (ROIC) ROIC (OTEX Calculation) ● Adj. Operating Income (after-tax) (Debt + Equity - Cash Deferred Tax) - We measure our ROIC annually. It is defined as our non-GAAP net operating profit after tax, divided by our average invested capital Non-GAAP net operating profit after tax is our non-GAAP based income from operations (as previously defined), net of our non-GAAP tax rate Invested capital is defined as our total debt, plus total equity, less the sum of total cash and total net deferred tax assets (liabilities), as they each appear on our Consolidated Balance Sheets ROIC (in US$M) Non-GAAP based income from operations (1) Adjusted Tax Rate (%) (²) Non-GAAP based operating income after non- GAAP tax Total Debt (incl. Current Portion of LT Debt) + Total Shareholders' Equity - Cash & Cash Equivalents Net Deferred Tax Assets (Liabilities) = Invested Capital Average Invested Capital (Avg. Current Yr. & Prior Yr.) opentext™ 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. 2. Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. FY'18 FY'19 FY'20(1) 17.5% 18.7% 17.6% $933 14% $803 $2,621 $3,717 $683 $1,043 $4,612 $4,576 $1,003 14% $862 $2,615 $3,885 $941 $948 $4,611 $4,612 $1,059 14% $911 $4,194 $4,007 $1,693 $763 $5,745 $5,178 Open Text Confidential. ©2020 All Rights Reserved. 18#19Summary of Quarterly Results with Constant Currency Q4 FY20 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 Open Text Adjusted EBITDA (1) Operating cash flows Q4 FY20 $332.6 324.9 $657.5 105.8 63.3 $826.6 $91.2 $293.8 $0.10 $0.80 $26.4 $317.4 $280.3 opentext™ Q4 FY19 $241.9 315.2 $557.1 119.7 70.4 $747.2 $158.0 $259.0 $0.27 $0.72 $72.0 $283.9 $229.8 $ Change $90.7 9.7 $100.4 (13.9) (7.1) $79.4 ($66.8) $34.8 ($0.17) $0.08 ($45.6) $33.4 $50.5 % Change 37.5 % 3.1 % 18.0 % (11.6) % (10.1) % 10.6 % (42.3) % 13.4 % (63.0) % 11.1 % (63.3) % 11.8% 22.0% 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. $335.7 330.2 $665.9 107.4 64.9 $838.2 N/A $294.8 N/A $0.80 N/A $318.3 N/A % Change in CC* (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. 38.8 % 4.7 % 19.5 % (10.3) % (7.7) % 12.2 % N/A 13.9 % N/A 11.1 % N/A 12.1 % N/A Open Text Confidential. ©2020 All Rights Reserved. 19#20Summary of Annual Results with Constant Currency (in millions except per share data) Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues** License Professional service and other Total revenues GAAP-based operating income Non-GAAP-based operating income (1) GAAP-based EPS, diluted Non-GAAP-based EPS, diluted (1)(2) GAAP-based net income, attributable to Open Text Adjusted EBITDA (1) Operating cash flows FY20 opentext™ $1,157.7 1,275.6 $2,433.3 402.9 273.6 $3,109.7 $503.5 $1,058.8 $0.86 $2.89 $234.2 $1,148.1 $954.5 FY19 $907.8 1,247.9 $2,155.7 428.1 284.9 $2,868.8 $567.0 $1,002.7 $1.06 $2.76 $285.5 $1,100.3 $876.3 $ Change $249.9 27.7 $277.5 (25.2) ($11.3) $241.0 ($63.5) $56.1 ($0.20) $0.13 ($51.3) $47.8 $78.3 % Change 27.5 % 2.2 % 12.9 % (5.9) % (4.0) % 8.4 % (11.2) % 5.6 % (18.9) % 4.7 % (18.0) % 4.3 % 8.9 % FY20 in CC* $1,165.8 1,293.7 $2,459.5 408.7 278.6 $3,146.8 N/A $1,074.8 N/A $2.94 N/A $1,163.4 N/A % Change in CC* 28.4 % 3.7 % 14.1 % (4.5) % (2.2) % 9.7 % N/A 7.2 % N/A 6.5 % N/A 5.7 % 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. 20#21Reconciliation of Selected Non-GAAP Measures | Q4 F20 Three Months Ended June 30, 2020 (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 116,569 32,568 48,435 59,719 565,917 100,766 152,882 62,574 58,998 75,849 91,199 7,790 32,037 26,392 0.10 GAAP % of Total Revenue 68.5% $ Adjustments FN (490) (1) $ (310) (1) (377) (1) (59,719) (2) 60,896 (3) (1,590) (1) (2,575) (1) (2,660) (1) (58,998) (2) (75,849) (4) 202,568 (5) (7,790) (6) 3,416 (7) 191,362 (8) 0.70 (8) $ Non- GAAP 116,079 32,258 48,058 626,813 99,176 150,307 59,914 293,767 35,453 217,754 0.80 Non-GAAP % of Total Revenue 75.8% Open Text Confidential. ©2020 All Rights Reserved. 21#22Reconciliation of Selected Non-GAAP Measures | Q4 F20 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 4 5 6 7 8 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based income from operations stated in dollars. Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in 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 55% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, Special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to 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 June 30, 2020 Per share diluted 0.10 26,392 $ 118,717 8,002 75,849 (7,790) 32,037 (35,453) 217,754 $ 0.44 0.03 0.28 (0.03) 0.12 (0.14) 0.80 Open Text Confidential. ©2020 All Rights Reserved. 22#23Reconciliation of Selected Non-GAAP Measures | F20 Year Ended June 30, 2020 (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 449,940 123,894 212,903 205,717 2,105,961 370,411 585,044 237,532 219,559 100,428 503,529 (11,946) 110,837 234,225 0.86 GAAP % of Total Revenue 67.7% $ Adjustments FN (1,642) (1) $ (1,207) (1) (1,294) (1) (205,717) (2) 209,860 (3) (5,309) (1) (9,335) (1) (10,745) (1) (219,559) (2) (100,428) (4) 555,236 (5) 11,946 (6) 16,897 (7) (8) 550,285 2.03 (8) $ Non- GAAP 448,298 122,687 211,609 2,315,821 365,102 575,709 226,787 1,058,765 127,734 784,510 2.89 Non-GAAP % of Total Revenue 74.5% Open Text Confidential. ©2020 All Rights Reserved. 23#24Reconciliation of Selected Non-GAAP Measures | F20 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 4 5 6 7 8 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. Adjustment relates to the exclusion of Special charges (recoveries) from our Non-GAAP-based operating expenses as Special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations, and are therefore excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based income from operations stated in dollars. Adjustment relates to the exclusion of Other income (expense) from our Non-GAAP-based operating expenses as Other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in 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™ 234,225 $ 425,276 29,532 100,428 11,946 110,837 (127,734) 784,510 $ Year Ended June 30, 2020 Per share diluted 0.86 1.56 0.11 37 0.04 0.41 (0.46) 2.89 Open Text Confidential. ©2020 All Rights Reserved. 24#25Reconciliation of Selected Non-GAAP Measures | Q4 F19 Three Months Ended June 30, 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 OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to Open Text opentext™ $ $ GAAP 103,719 30,761 55,183 42,946 510,484 83,708 139,416 52,954 49,200 2,232 157,974 3,191 56,309 71,983 0.27 GAAP % of Total Revenue 68.3% $ $ CA Adjustments FN (75) (1) (1) (1) (2) (3) (361) (434) (42,946) 43,816 (1,323) (1) (2,006) (1) (2,419) (1) (49,200) (2) (2,232) (4) 100,996 (5) (3,191) (6) (24,651) (7) 122,456 (8) 0.45 (8) $ $ Non- GAAP 103,644 30,400 54,749 554,300 82,385 137,410 50,535 258,970 31,658 194,439 0.72 Non-GAAP % of Total Revenue 74.2% Open Text Confidential. ©2020 All Rights Reserved. 25#26Reconciliation of Selected Non-GAAP Measures | Q4 F19 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 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. 4 5 6 7 8 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 44% 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 June 30, 2019 Per share diluted 0.27 71,983 $ 92,146 6,618 2,232 (3,191) 56,309 (31,658) 194,439 $ 0.34 0.02 0.01 (0.01) 0.21 (0.12) 0.72 Open Text Confidential. ©2020 All Rights Reserved. 26#27Reconciliation of Selected Non-GAAP Measures | F19 Year Ended June 30, 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 OpenText GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to Open Text opentext™ $ $ GAAP 383,993 124,343 224,635 183,385 1,938,052 321,836 518,035 207,909 189,827 35,719 567,010 10,156 154,937 285,501 1.06 GAAP % of Total Revenue 67.6% $ $ CA Adjustments FN (948) (1) (1,242) (1) (1,764) (1) (183,385) (2) 187,339 (3) (4,991) (1) (7,880) (1) (9,945) (1) (2) (4) (189,827) (35,719) 435,701 (5) (10,156) (6) (33,680) (7) 459,225 (8) 1.70 (8) $ $ Non- GAAP 383,045 123,101 222,871 2,125,391 316,845 510,155 197,964 1,002,711 121,257 744,726 2.76 Non-GAAP % of Total Revenue 74.1% Open Text Confidential. ©2020 All Rights Reserved. 27#28Reconciliation of Selected Non-GAAP Measures | F19 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 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. 4 5 6 7 8 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 35% 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™ 285,501 $ 373,212 26,770 35,719 (10,156) 154,937 (121,257) 744,726 $ Year Ended June 30, 2019 Per share diluted 1.06 1.38 0.10 0.13 (0.04) 0.57 (0.44) 2.76 Open Text Confidential. ©2020 All Rights Reserved. 28#29Reconciliation 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 Total revenue Adjusted EBITDA margin (% of total revenue) opentext™ $ $ $ FY20 234,225 110,837 146,378 205,717 219,559 89,458 29,532 100,428 11,946 1,148,080 3,109,736 36.9% $ $ Q4 FY20 26,392 $ 32,037 40,529 59,719 58,998 23,649 8,002 75,849 (7,790) 317,385 $ 826,612 $ 38.4% FY19 285,501 154,937 136,592 183,385 189,827 97,716 26,770 35,719 (10,156) 1,100,291 $ 2,868,755 $ 38.4% $ Q4 FY19 71,983 56,309 32,841 42,946 49,200 25,000 6,618 2,232 (3,191) 283,938 747,221 38.0% Open Text Confidential. ©2020 All Rights Reserved. 29#30Reconciliation of Adjusted EBITDA | F11-F19 (in '000s USD) GAAP-based Net income attributable to Open Text Add: Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total Revenue Adjusted EBITDA Margin (% of total revenue) opentext™ FY11 FY12 FY13 FY14 FY15 FY16 $ 123,203 $ 125,174 $ 148,520 $ 218,125 $ 234,327 $ 284,477 $ 12,931 8,452 68,048 38,966 22,116 11,308 15,576 6,019 306,619 $ 1,033,303 29.7% 12,171 29,690 16,982 93,610 15,564 84,572 53,326 21,587 18,097 24,034 24,523 (3,549) 2,473 $ 351,465 $ 424,125 29.1% 68,745 24,496 15,575 $ 1,207,473 $ 1,363,336 31.1% 58,461 31,638 27,934 54,620 81,002 (776,364) 120,892 130,556 69,917 81,023 108,239 150,842 35,237 50,906 64,318 19,906 22,047 30,507 63,618 31,314 (3,941) 12,823 28,047 1,423 (15,743) $ 537,976 $ 623,649 $ 671,737 $ 794,285 $1,624,699 $ 1,851,917 33.1% 6,282 76,363 74,238 113,201 54,929 25,978 34,846 33.7% $ 1,824,228 FY17 FY18 FY19 $ 1,025,659 $ 242,224 $ 285,501 36.8% $ 2,291,057 34.7% 143,826 138,540 185,868 184,118 86,943 27,594 29,211 (17,973) 136,592 183,385 189,827 97,716 26,770 35,719 (10,156) $1,020,351 $ 1,100,291 $ 2,815,241 154,937 36.2% $ 2,868,755 38.4% Open Text Confidential. ©2020 All Rights Reserved. 30#31opentext Thank you TM twitter.com/opentext in linkedin.com/company/opentext opentext.com