#1Investor Presentation NASDAQ: OTEX | TSX: OTEX August 5, 2021 opentext™#2Safe Harbor Statement This presentation may contain forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and created under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended, the Securities Act (Ontario) and Canadian securities legislation in each of the provinces of Canada. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When we use words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would", "will" and variations of these words or similar expressions, we do so to identify forward-looking statements. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements are based on certain assumptions and involve known and unknown risks as well as uncertainties, which include actual and potential risks and uncertainties relating to the ultimate spread of COVID-19, the severity of the disease and the duration of the COVID-19 pandemic and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward- looking statements. A number of factors may materially affect our business, financial condition, operating results and prospects. For additional information with respect to risks and other factors which could occur, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission and other securities regulators. Any one of these factors may cause our actual results to differ materially from recent results or from our anticipated future results. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. opentext™ OpenText ©2021 All rights reserved 2#3Q4 and Fiscal 2021 Financial Results opentext™ OpenText ©2021 All rights reserved 3#4Q4 and Fiscal 2021 Financial Highlights with Y/Y comparisons Q4 FY'21 ▲ 8.1% Total Revenues $893.5M Total Revenues 4.0% in CC (1) ARR (2) $694.4M 78% ▲ 5.6% ARR(2) 2.2% in CC of total revenues of total revenues ▲ 8.3% Cloud Revenues $360.2M Cloud Revenues $1.41B 6.0% in CC A-EBITDA (3) $314.8M 35.2% (margin) ▼ (0.8)% A-EBITDA (3) ▼ (3.5)% in CC $1.32B 38.8% (margin) Fiscal 2021 $3.39B $2.74B 81% ▲ 8.9% 6.3% in CC ▲ 12.7% ▲ 10.4% in CC ▲ 21.6% 20.0% in CC ▲ 14.5% ▲ 11.3% in CC Non-GAAP Earnings Per Share (3) $0.80 0.0% ▼ (2.5)% in CC Non-GAAP Earnings Per Share (3) ▲ 17.3% $3.39 ▲ 13.5% in CC Free Cash Flows (3) Free Cash Flows (3) $268.8M ▲ 2.4% (Includes IRS settlement payment of $299.6M) $812.4M ▼ (7.9)% opentext™ 1. CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. 2. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue. 3. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. OpenText ©2021 All rights reserved 4#5FY'21 Organic Growth (1) 1010110101 0010100100 0101010100 0010101010 101000 Cloud Revenue Organic Growth 101001 ARR 101010 001011 000101 Organic Growth 010191 100010 111010 010101 100010 3.2% 101011 101010 2.7% 110101 010101 Total Revenue Organic Growth 0.5% 101011 110100 101101 10101010101 1010010100 0010110101 0101010100- 1111100000 0000111001 019 1010101 00101000 10101101 0010101000 0001011010 0010101010 0010100101 0000111001 0010101101 |10||0|01|101 0101000011 0010100010 0101110101 1010010101 0101011101 0101010001 0010010110 146 1010001010- 0001010101 1101011:00 1010001010 0010100019 0101010010 1010100010 10/2010100 1010101010 opentext™ 1. Please refer to Appendix A at the end of this presentation for the reconciliation of the FY'21 Organic Growth. OpenText ©2021 All rights reserved 5#6Q4 FY'21 Revenue Breakdown Total Revenue Mix Total Revenue by Geography ARR by Industry 15% 8% 37% 40% 9% 10% 31% 60% 10% 3% 6% 22% 7% 12% 15% 15% ■Cloud Services & Subscriptions ■Customer Support ■ License Professional Service & Other ■ Americas ■ EMEA ■АРЈ Financial Consumer goods ■ Services ■Technology ■ Public Sector ■ Healthcare ■ Basic materials and conglomerates ■Industrial goods ■ Utilities opentext™ OpenText ©2021 All rights reserved 6#7FY'21 Revenue Breakdown Total Revenue Mix Total Revenue by Geography ARR by Industry 11% 8% 39% 42% 31% 8% 9% 10% 61% 3% 6% 7% 23% 11% 15% 16% ■Cloud Services & Subscriptions ■Customer Support ■ License Professional Service & Other ■ Americas ■ EMEA ■АРЈ Financial Services ■Consumer goods Technology ■Public Sector ■ Healthcare ■ Basic materials and conglomerates ■Industrial goods ■ Utilities opentext™ OpenText ©2021 All rights reserved 7#8Q4 FY'21 Customer Wins Business Network EDF EDF is a leading producer and supplier of electricity in Europe, and the world's second largest electricity company. Products: A 10-year contract for OpenText AppWorks, Magellan and Extended ECM Solutions. Business Purpose: For EDF Nuclear Production Department to support a major enterprise program for nuclear power plants. Cyber Resilience Content Services REVLON Revlon is a multinational cosmetics, skin care, fragrance, and personal care company. Products: OpenText Vendor Invoice Management for SAP® Solutions, Intelligent Capture and Archiving / Document Access for SAP® Solutions, Cloud Edition I Business Purpose: To streamline their internal processes. vmware® Digital Experience California Department of DSH State Hospitals TRANSPORT FOR LONDON EVERY JOURNEY MATTERS Cerner multibank bigcart FRONERI WELLS FARGO RapidRad POLITIE E ENERCON ENERGY FOR THE WORLD VMware is a leading cloud computing and virtualization technology. Products: OpenText Axcelerate Business Purpose: To deliver deeper information management across eDiscovery and legal review processes, minimize risk and costs associated with the explosion of data volume, heightened regulatory requirements and cybersecurity breaches. The California Department of State Hospitals manages the California state hospital system. Products: OpenText XM Fax in the cloud Business Purpose: To ensure compliance across all hospital locations and to enable secure, compliant faxing from desktop environments during the COVID19 pandemic. ALDI Raytheon Missiles & Defense opentext™ OpenText ©2021 All rights reserved 8#9Q1 FY'22 Quarterly Factors Externalities · COVID-19, vaccines, health & financial crisis . Industry and supply chain disruption • Global geopolitical and volatile macro environment • Inflation and labor shortages . • US stimulus Company Specific (1) Expect Q1 Revenue y/y: • Total Revenue up low single-digits • ARR up low single-digits • FX tailwind of $15M Expect Q1 q/q: • Adjusted EBITDA margin % up 250-300 bps Our business is annual, and quarters will vary 1. All comments include FX impact. opentext™ OpenText ©2021 All rights reserved 9#10FY'22 OpenText Total Growth Strategy(1) FY'21 Actual (2) $1,407.4 FY'22 Expected % Growth 3%-4% Cloud $1,334.1 Customer Support Constant to slightly up $2,741.5 ARR Low single-digit $384.7 License Decline mid single-digit $259.9 Professional Service Constant $3,386.1 Total Revenues 1%-2% New M&A Additive opentext™ 1. As of August 5, 2021. FY'22 revenues represent organic growth. 2. All dollars in USD millions. OpenText ©2021 All rights reserved 10#11FY'22 Target Model Revenue Type: Cloud Services and Subscriptions Customer Support Annual Recurring Revenue (ARR) License Professional Services and Other Non-GAAP Gross Margin Cloud Services and Subscriptions Customer Support License Professional Services and Other Non-GAAP Gross Margin (1) Non-GAAP Operating Expenses: Research & Development Sales & Marketing General & Admin Depreciation A-EBITDA Margin (1) Interest and Other Related Expense (USD millions) Adjusted Tax Rate(2) Capital Expenditures (USD millions) Fiscal 2021 Actuals Fiscal 2022 (3) 41.6% 41%-43% 39.4% 39%-41% 81.0% 81%-83% 11.4% 9%-11% 7.7% 7%-9% 66.0% 65%-67% 90.9% 91%-92% 96.4% 96%-98% 25.1% 23% -24% 76.1% 75% - 77% 12.2% 12%-14% 17.8% 7.3% 2.5% 38.8% $151.6 14% $63.7 18%-20% 7%-9% 2%-4% 37% -38% $147-$152 14% $80-$90 opentext™ 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. OpenText ©2021 All rights reserved 11 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.#12Our Financial Aspirations opentext™ Total Revenue Organic Growth (1) 2% -4% FY'24 Long Term Aspirations ARR A-EBITDA Margin (2) % of Total Revenue Free Cash Flows (2) (FCF) 85% 38% - 40% $1.2B+ New M&A will be additive A-EBITDA margin over 40% to be re-invested in organic growth Target Capital Allocation Strategy: 33% TTM FCF via dividends & buyback (3) 1. Revenue % are year-over-year comparisons. 2. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. OpenText ©2021 All rights reserved 12 3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives.#13Strong Liquidity and Cash Position Total Cash & Cash Equivalents (2) Current Liquidity (US$) Total Cash & Committed Liquidity (1) $2.4B Capital Expenditures as % of Total Revenue (FY'18 to FY'21) 4.0% 3.7% 3.5% 3.0% 2.5% 2.0% 1.5% 1.0% 0.5% 0.0% FY'18 opentext™ 2.3% 2.2% 1.9% FY'19 FY'20 FY'21 1. Excludes restricted cash. Includes Cash and the Undrawn Revolver of $750m as of June 30, 2021. 2. OpenText made payments related to the IRS settlement of $299.6m in FY'21. 3. Undrawn Revolving Credit Facility of $750m matures in October 2024. Millions USD Millions USD 2,000 1,846 1,693 1,607 1,453 1,501 1,476 1,500 1,000 500 Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21 Debt Maturity Profile (3) 1000 933 850 900 900 800 600 400 200 10 0 CY'22 10 CY'23 10 CY'24 CY'25 Term Loan B CY'26 CY'27 CY'28 CY'29 CY'30 Senior Notes OpenText ©2021 All rights reserved 13#14Strong Cash Flows and Balance Sheet Trended Consolidated Net Leverage Ratio (1) FY'21 (US$M) Operating Cash Flows (2) $876 Less: CapEx Free Cash Flows (2) $812 Less: Principal(³) $10 Less: Dividends $211 Carbonite Acquisition Closing $64 2.28x 2.25x 2.04x 1.82x 1.60x 1.57x 1.45x Q2 FY'20 Q3 FY'20 Q4 FY'20 Q1 FY'21 Q2 FY'21 Q3 FY'21 Q4 FY'21 Less: Share Buyback $119 Cash Generated for Corporate Purposes (2), (4) $472 opentext™ 1. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology. 2. Includes IRS settlement payment of $299.6m in FY'21. 3. Excludes $600 million repayment in Q2F21. As of June 30, 2021, we had no outstanding balance under the Revolver. 4. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. OpenText ©2021 All rights reserved 14#15Strategy opentext™ OpenText ©2021 All rights reserved 15#16GROW with OpenText Information in the right hands knows no bounds. Growing ideas further, faster, wider. OpenText is at the center of that growth, helping businesses to expand everywhere and anywhere. opentext™ OpenText ©2021 All rights reserved 16#17OpenText Snapshot Leader in Large Growing Addressable Market with Marquee Customer Base $84B Total Addressable Market growing 8% 12% Revenue CAGR (FY'13-FY'21) 89 24 of the Top 100 companies of the 30 largest supply chains 75K Enterprise Customers Track Record of Growth, Profitability and Capital Efficiency 81% Annual Recurring Revenue (FY'21) 470K SMB Customers 38.8% A-EBITDA (1) margin % (FY'21) 24% FCF(1),(2) % of Revenue (FY'21) Dividend Growth -33% TTM FCF Target Capital Allocation Strategy (3) Anti-dilutive Share Buyback ~67% TTM FCF Available for Corporate Purposes Including M&A opentext™ 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Includes IRS settlement payment of $299.6M. 3. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. OpenText ©2021 All rights reserved 17#18How We Create Value 12% Total Revenue Revenue CAGR (FY'13 to FY'21) Growth A-EBITDA aspiration of 38% to 40% (1) Profitability opentext™ Value Capital Efficiency 24% FCF to Total Revenue(1),(2) 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Includes IRS settlement payment of $299.6M. OpenText ©2021 All rights reserved 18#19Large and Growing Addressable Market Information Management(1) Industry Trends CY21E to CY24E CAGR Content $24B +11% Master Modern Work Business Network $20B +7% Digitize Supply Chains Digital $21B +7% Experience Power Modern Experiences Security & $19B +6% Protection Strengthen Cyber Resilience. Total $84B +8% opentext™ 1.Source: Individual market reports from IDC. OpenText Product opentext Cloud Content opentext Cloud Business Network opentext | Cloud Experience opentext Cloud Security & Protection OpenText ©2021 All rights reserved 19#20GROW with opentext™ The Ultimate Cloud™ All Points of Departure Master Modern Work Digital Business Network opentext™ + The Intelligent, Secure & Connected Business Power the API Economy Cloud Editions Be Cyber Resilient Power Modern Experiences The Information Management Journey OpenText ©2021 All rights reserved 20#21GROW with Open Text - Our Growth Plan GROW our Strategic Accounts Market leaders by industry Top supply chains by industry Grow long-term customer value and share of wallet opentext™ GROW our Cloud Editions GROW our Selling Capacity Migrate and upgrade install base to Cloud Editions New product releases every 90 days Full coverage of G10K by end of CY'23 Investment in Digital Zone New route to market via our API cloud services GROW our Ecosystem Strategic partners, Hyperscalers and Global System Integrators SMB channel at scale - RMMS, MSPs, and other OpenText ©2021 All rights reserved 21#22Marquee Customer Base 89 of the top 100 largest companies in the world (1) Life Sciences Financial Consumer Goods Technology Manufacturing Telecom 10 of top 10 8 of top 10 10 of top 10 10 of top 10 10 of top 10 8 of top 10 Syngene citi M L'ORÉAL Google Great foundation for future growth B W ● vodafone opentext™ 1.The top 100 is based on the Forbes Global 2000 listing (2019). OpenText ©2021 All rights reserved 22#23Comprehensive Go-to-Market opentext™ CROSS-SELL AND UPSELL OPPORTUNITIES SMB & Consumer Solutions Enterprise Solutions Direct Strategic Partners Channel Partners да 2,000+ Field Facing Professionals SAP Online & Retail Google Cloud aws 16,000+ 7M + Microsoft Partners Consumers DIGITAL ZONE OpenText ©2021 All rights reserved 23#24OpenText Digital Zone Grow with OpenText Automate process initiation across departments with a single platform A strategic investment in frictionless customer engagement Home Good morning Adam Welcome to the T-Mobile Digital Room which providing access to product collateral, demos and trials, meetings and much more... Developer Experience Unleash the power and creativity of your Developer teams through the use of our API's, tools and services. Grow with OpenTe Open Ten Cud Edm 212 Amuncing OpenTest Come Coment Animated & interactive globe with live data The Future of Business Sampe 2 Ag change and technology denamon y rethinking usiness stategy and seizing new aut in the s Explore the OpenText Ultimate™ Cloud Content- Head the CEO white paper Experience→ Business Network → Opone gotin commerce and New opentext.com opentext™ January 2021 4 15 Է՝ 13 自 3 26 January 13:00-14:00 Projects Members Assets review with Project Tasks 15:00-15:30 Connected Works demo and Review price proposal with Kan ง Demos 2 拥 Events 6 02 February 2 13:00-14:00 04 February 10:00-11:00 Meetings 4 Questions Digital Room WEDNAR What's new in Cocumentum CE 20 47 Requirements for custom demo wh OpenTed S Search Capture & Digitize Multi-channel capture and advanced recognition capabilities Learn more Store & Manage Secure and flexible content services capabilities Learn more Analyze & Report Prescriptive and predictive analytics and reporting capabilities Learn more Developer testdrive Demo, Hands-On Labs and Videos VIDEO Click-tours, explainer videos and customer stories NEWS The latest demonstration news and updates DEMOS On-demand product demos and process plays LABS B Access to "Hands-on leaming experiences opentext Voyager Embark on a journey to success Core Content on TestDrive Care Content is the next generation of content services from Open Text Updated CE21.1 demos Some demo systems have already been upgraded to support the new 21.1 ALERT! Brava/Blazon License Expired Brava/Blazon License has expired on KnowZone images (28FEB2021) Test-Drive 8632,043 Members 1,260,192 Posts 31 Online An innovator, lifelong learner A leader who creates paths for others An explorer or seeker with endless curiosity Communities An Information Management ambassador OpenText ©2021 All rights reserved 24#25Five Clouds on Modern, Scalable Cloud-based Architecture OpenText Cloud Editions: The Ultimate Cloud TM opentext™ | Cloud Content | Business Network | Experience Security & Protection | Developer OT2 - Cloud API Services aws ▲ Azure opentext*| Cloud Google Cloud Global e Secure </> & Always on (99.99% availability) Modern API services Compliant (GDPR, data zones, etc.) Run anywhere: off- cloud, private cloud, public cloud opentext™ OpenText ©2021 All rights reserved 25#26Accelerate Product Innovation Past Many Products Present + Future Five Clouds opentext Cloud Content Business Network Experience Security & Protection Developer Multi-Year Upgrade Cycle Product Releases Every 90 Days → opentext™ ←→ ㅁ◇ More efficient R&D spend Accelerates speed of delivering innovation Simplifies go-to-market - 5 clouds Solution selling versus point products Scales human capital via customer self-service, self-sell Accelerates ability to integrate acquired products OpenText ©2021 All rights reserved 26#27Continued Migration to the Open Text Cloud Editions opentext Cloud Content opentext Cloud Experience opentext | Cloud Business Network opentext Cloud Developer opentext Cloud Security & Protection opentext™ All OpenText software launched as a service with APIs OpenText ©2021 All rights reserved 27#28Investing in Future Organic Growth Research & Development ($ and in % of Total Revenues) (1),(2) Sales & Marketing R&D % of Total Revenues R&D US$ 10.5% 12-14% 12.2% $194 M $412 M FY'15 FY'21 FY'22 $2.2B+ investment in R&D over the next 5 years Enterprise Sales Goal • Full coverage of G10K by end of CY'23 SMB/C Goal Grow SMB/C partners - RMMS, MSPs Customer Engagement Increased investment in Digital Zone opentext™ 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. OpenText ©2021 All rights reserved 28 2. Refers to non-GAAP R&D expense. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results.#29Scalable, High-Velocity, Low-Friction Business Model Product is built for: • Self-service • Upsell • • Cross-sell Renew New Customer Engagement Model: • Pre-sales - demand creation automation • • Self-sell – upsell, cross-sell - Post-sales renewal automation - Digitization and Automation: • Automate DevOps • Automate routine R&D Digitization & Automation opentext™ Product Design Digital Zone Removing friction from all company processes OpenText ©2021 All rights reserved 29#30Total Growth Strategy · Growing sales breadth and depth • Product innovation Grow · Drives future organic growth . • Long-term competitive gains High cash returns Information Management Acquire opentext™ 1. ARR as a percentage of Total Revenues for the fiscal year ended June 30, 2021. 2. For the fiscal year ended June 30, 2021. Excludes Carbonite. Retain • 81% ARR(1) • 94% Customer support renewals (2) 93% Cloud renewals (2) . OpenText ©2021 All rights reserved 30#31Sustainable Growth Through Retention and Upgrades Annual Recurring Revenue (ARR) (US$M) Renewal Rate (1) opentext™ 105% $1,337 FY'15 $2,742 0000 0 0 0 0 FY'21 Customer Support Cloud 94% Customer satisfaction is a foundation for future growth 1. For the fiscal year ended June 30, 2021. Excludes Carbonite. 93% OpenText ©2021 All rights reserved 31#32Strategic M&A: Foundation for Our Business GXS Various HP Assets S documentum CARBONITEO™ 2014 opentext" | Cloud Business Network opentext™ 2016 opentext™ | Cloud Experience 2017 2019 opentext | Cloud Content Open Text Cloud Editions opentext | Cloud Security & Protection OpenText ©2021 All rights reserved 32#33Acquisition Philosophy: Carbonite Case Study We are: • Patient and disciplined Carbonite Case Study • Growth & returns-based metrics Acquired • 12/24/19 for 2.8x revenue (1) Strategic Rationale Target characteristics: • IM market leadership • Significant ARR • Channel at scale • Cross-sell/upsell opportunities M&A Framework: • In-house expertise in diligence & integration • Driver of future organic growth Revenue Synergies Critical mass in Security & Protection • Scaled SMB channel Strong growth prospects Cross-sell opportunities Increased corporate ARR Expense Synergies • Increased cloud margins On target model in <12 months Improved cash conversion cycle >>>>> opentext™ 1. Total purchase price is approximately 2.8x TTM (Trailing Twelve Months) Carbonite GAAP revenues (as of September 30, 2019), inclusive of annualized full year reported Webroot GAAP revenues, a significant acquisition which closed in March 2019. OpenText ©2021 All rights reserved 33#34Proven Track Record of Growth Total Revenue Growth in CC (US$M) (1) $2,922 $2,743 $2,318 $1,936 $1,904 $3,305 $3,147 19.2% 2.8% 27.0% 19.7% 3.8% 9.7% 6.3% FY'15 FY'16 FY '17 FY'18 FY'19 FY'20 FY'21 7 Consecutive Years of Y/Y Growth in CC (1) opentext™ 1. CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. OpenText ©2021 All rights reserved 34#35Proven Durable Business Model ARR % of Total Revenues A-EBITDA (1) 54.4% Margin 29.1% License % of Total Revenues 24.3% Growing ARR and Upper Quartile Margin (1),(2) FY'22 Model: 81.0% 81%-83% 38.8% FY'22 Model: 37%-38% 11.4% FY'22 Model: 9%-11% FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 opentext™ 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. 2. Refer to note 1 of our Fiscal 2019 10-K for details on the impact of recently adopted accounting standards on prior period results. OpenText ©2021 All rights reserved 35#36Strong Track Record of Financial Performance Annual Recurring Total Revenues (US$M) Revenue Cloud Revenue (US$M) A-EBITDA (1) (US$M) 83% $1,852 $3,386 (US$M) 105% $2,742 133% $1,337 $605 $1,407 $1,315 111% $624 Free Cash Flows (1) (US$M) 82% $812 $445 FY'15 FY'21 FY'15 FY'21 FY'15 FY'21 FY'15 FY'21 FY'15 FY'21 Upper quartile A-EBITDA margin opentext™ 1. Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. OpenText ©2021 All rights reserved 36#37Strong Track Record of Shareholder Returns Dividends Paid and Shares Repurchased (US$M) ■Shares Repurchased ■Dividends New! Target Capital Allocation Strategy (1) Available for corporate purposes Dividends and anti-dilutive share buyback $119.1 Dividends Paid (7-year CAGR): 16% $65.5 $210.7 $188.7 $168.9 TTM Free Cash Flows $145.6 $120.6 ~67% $74.7 $87.6 $99.3 $17.7 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 Approx. $1.3 billion returned to shareholders since FY'13 ~33% opentext™ 1. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. OpenText ©2021 All rights reserved 37#38Corporate Citizenship Reflects our Culture Progress We've Made: • Adopted GRI sustainability reporting standards • New ED&I department, mandate and initiatives • Enhanced Human Rights Statement 2nd Corporate Citizenship Report published opentext™ Corporate Citizenship Report FY21 · Expanded Supplier Code of Conduct 昌 $1 MILLION DONATION 65 FOOD BANKS Updated priority topics to guide our • ESG strategy Where We're Going: • Continue to implement reporting best OpenText Global Gender Profile Women make up: YOP 4 MILLION MEALS practices • Invest in initiatives to increase 29% of OpenText's global workforce disclosures 25% • Establish additional goals and targets of Open Text's management roles 33% of OpenText's board members opentext™ 21 COUNTRIES OpenText ©2021 All rights reserved 38#39We Strive To Do The Right Thing opentext™ Corporate Citizenship Report FY21 opere COVID-19 SE SUPP OVID opentext opentext™ opentext Shots RoventRufert Our Customers Rapid Radiology and OpenText Accelerate Diagnostic Results to Help Improve Patient Care Jun 25, 2020 AITHORITY AL TECHNOLOGY INSIGHTS Our Communities OpenText Donates US $1M to Global Food Banks Dec 11, 2020 OpenText Provides 4 Million Meals for 58 Communities in 21 Countries Worldwide Dec 11, 2020 OpenText Enters Agreement to Serve as the Platform of Choice for EIM for the U.S. NIH Aug 6, 2020 NIH National Institute of Mental Health CBC TORONTO STAR Improving Accessibility for Individuals with Visual Impairments Nov 18, 2020 Our Beliefs OpenText CEO Issues Call for Corporate Social Responsibility Jul 15, 2019 Southern Alberta Internet Child Exploitation Unit Customer Reference Our Employees Open Text rolls out Covid-19 vaccination drive for 3,000 employees and their dependents in India June 19, 2021 opentext OVID COMMUNITECH NEWS art Braille Works ALERT ET HRWorld OpenText ©2021 All rights reserved 39#40OpenText Products Enhance Global Sustainability Paperless Workflows Ethical Supply Chain Data Privacy and Protection opentext Cloud Content opentext Cloud Business Network opentext Cloud Experience opentext Cloud Security & Protection 迴 opentext™ Digitizes 26 billion transactions per year opentext | Trading Grid™ Paper reduction saves 5.1 million trees Paper reduction saves GHG emissions of 725,000 tonnes of CO2e OpenText ©2021 All rights reserved 40#41Executive Leadership Team (ELT) Mark J. Barrenechea Madhu Ranganathan Muhi Majzoub Gordon Davies Ted Harrison CEO and CTO EVP, CFO EVP, Chief Product Officer EVP, CLO & Corporate Development EVP, Enterprise Sales opentext™ James McGourlay Prentiss Donohue EVP, EVP, International Sales SMB & Consumer Sales Kristina Lengyel Paul Duggan Brian Sweeney Doug Parker Renee McKenzie Lou Blatt EVP, EVP, EVP, Customer Solutions Worldwide Renewals CHRO SVP, Corporate Development SVP, CIO SVP, CMO OpenText ©2021 All rights reserved 41#42opentext TM Thank you twitter.com/opentext in linkedin.com/company/opentext opentext.com#43Appendix opentext™ OpenText ©2021 All rights reserved 43#44Appendix A Use of Non-GAAP Financial Measures In addition to reporting financial results in accordance with U.S. GAAP, the Company provides certain financial measures that are not in accordance with U.S. GAAP (Non-GAAP). These Non-GAAP financial measures have certain limitations in that they do not have a standardized meaning and thus the Company's definition may be different from similar Non-GAAP financial measures used by other companies and/or analysts and may differ from period to period. Thus it may be more difficult to compare the Company's financial performance to that of other companies. However, the Company's management compensates for these limitations by providing the relevant disclosure of the items excluded in the calculation of these Non-GAAP financial measures both in its reconciliation to the U.S. GAAP financial measures and its consolidated financial statements, all of which should be considered when evaluating the Company's results. The Company uses these Non-GAAP financial measures to supplement the information provided in its consolidated financial statements, which are presented in accordance with U.S. GAAP. The presentation of Non-GAAP financial measures is not meant to be a substitute for financial measures presented in accordance with U.S. GAAP, but rather should be evaluated in conjunction with and as a supplement to such U.S. GAAP measures. OpenText strongly encourages investors to review its financial information in its entirety and not to rely on a single financial measure. The Company therefore believes that despite these limitations, it is appropriate to supplement the disclosure of the U.S. GAAP measures with certain Non-GAAP measures defined below. Non-GAAP-based net income and Non-GAAP-based EPS, attributable to OpenText, are consistently calculated as GAAP-based net income or earnings per share, attributable to OpenText, on a diluted basis, excluding the effects of the amortization of acquired intangible assets, other income (expense), share-based compensation, and special charges (recoveries), all net of tax and any tax benefits/expense items unrelated to current period income, as further described in the tables below. Non-GAAP-based gross profit is the arithmetical sum of GAAP-based gross profit and the amortization of acquired technology-based intangible assets and share-based compensation within cost of sales. Non-GAAP-based gross margin is calculated as Non-GAAP-based gross profit expressed as a percentage of total revenue. Non-GAAP-based income from operations is calculated as GAAP-based income from operations, excluding the amortization of acquired intangible assets, special charges (recoveries), and share-based compensation expense. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) is consistently calculated as GAAP-based net income, attributable to OpenText, excluding interest income (expense), provision for income taxes, depreciation and amortization of acquired intangible assets, other income (expense), share-based compensation and special charges (recoveries). Adjusted EBITDA margin is calculated as adjusted EBITDA expressed as a percentage of total revenue. The Company's management believes that the presentation of the above defined Non-GAAP financial measures provides useful information to investors because they portray the financial results of the Company before the impact of certain non-operational charges. The use of the term "non-operational charge" is defined for this purpose as an expense that does not impact the ongoing operating decisions taken by the Company's management. These items are excluded based upon the way the Company's management evaluates the performance of the Company's business for use in the Company's internal reports and are not excluded in the sense that they may be used under U.S. GAAP. The Company does not acquire businesses on a predictable cycle, and therefore believes that the presentation of Non-GAAP measures, which in certain cases adjust for the impact of amortization of intangible assets and the related tax effects that are primarily related to acquisitions, will provide readers of financial statements with a more consistent basis for comparison across accounting periods and be more useful in helping readers understand the Company's operating results and underlying operational trends. Additionally, the Company has engaged in various restructuring activities over the past several years, primarily due to acquisitions and most recently in response to the COVID-19 pandemic, that have resulted in costs associated with reductions in headcount, consolidation of leased facilities and related costs, all which are recorded under the Company's "Special Charges (recoveries)" caption on the Consolidated Statements of Income. Each restructuring activity is a discrete event based on a unique set of business objectives or circumstances, and each differs in terms of its operational implementation, business impact and scope, and the size of each restructuring plan can vary significantly from period to period. Therefore, the Company believes that the exclusion of these special charges (recoveries) will also better aid readers of financial statements in the understanding and comparability of the Company's operating results and underlying operational trends. In summary, the Company believes the provision of supplemental Non-GAAP measures allow investors to evaluate the operational and financial performance of the Company's core business using the same evaluation measures that management uses, and is therefore a useful indication of OpenText's performance or expected performance of future operations and facilitates period-to-period comparison of operating performance (although prior performance is not necessarily indicative of future performance). As a result, the Company considers it appropriate and reasonable to provide, in addition to U.S. GAAP measures, supplementary Non-GAAP financial measures that exclude certain items from the presentation of its financial results. See historical filings, including the Company's Annual Reports on Form 10-K, for reconciliations of certain Non-GAAP measures to GAAP measures. The following charts provide (unaudited) reconciliations of U.S. GAAP-based financial measures to Non-GAAP-based financial measures for the following periods presented. opentext™ OpenText ©2021 All rights reserved 44#45Organic Growth Fiscal 2021 FX Headwind / In US$ billions (unless indicated otherwise) Total Revenues Reported CC (1) $3.39 (Tailwind) ($0.08) $3.30 Less: Revenues from acquisitions (2) $0.26 $0.26 Organic revenues $3.13 $3.05 Growth (decline) in organic revenues over prior year(3) 0.5% (2.1)% Annual Recurring Revenues $2.74 ($0.05) $2.69 Less: Revenues from acquisitions (2) $0.24 $0.24 Organic revenues $2.50 $2.45 Growth (decline) in organic revenues over prior year(3) 2.7% 0.5% Cloud Revenues $1.41 ($0.02) $1.39 Less: Revenues from acquisitions (2) $0.21 $0.21 Organic revenues $1.20 $1.18 Growth (decline) in organic revenues over prior year(3) 3.2% 1.8% Customer Support Revenues $1.33 ($0.04) $1.30 Less: Revenues from acquisitions (2) $0.03 $0.03 Organic revenues $1.30 $1.27 Growth (decline) in organic revenues over prior year (3) 2.3% (0.6)% opentext™ 1. Constant currency is defined as the current period reported revenues represented at the prior comparative period's foreign exchange rate. 2. Revenues from acquisitions refers to those revenues recognized during Fiscal 2021 from acquired businesses within one year of acquisition date. 3. Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. OpenText ©2021 All rights reserved 45#46(In millions, except per share data) Revenues: Summary of Quarterly Results with Constant Currency Q4 FY'21 Q4 FY'20 $ Change % Change Q4 FY'21 in CC* % Change in CC* Cloud services and subscriptions $360.2 $332.6 $27.5 8.3 % $352.7 6.0 % Customer support 334.3 324.9 9.3 2.9 % 319.1 (1.8) % Total annual recurring revenues' ** $694.4 $657.5 $36.9 5.6 % $671.8 2.2 % License 132.5 105.8 26.7 25.3 % 124.6 17.8 % Professional service and other 66.6 63.3 3.3 5.2 % 63.0 (0.4) % Total revenues $893.5 $826.6 $66.9 8.1 % $859.4 GAAP-based operating income $171.7 $91.2 $80.5 88.2 % N/A 4.0 % N/A Non-GAAP-based operating income (1) $293.9 $293.8 $0.1 ― % $285.7 (2.7) % GAAP-based net income, attributable to OpenText $181.3 $26.4 $154.9 586.9 % N/A N/A GAAP-based EPS, diluted $0.66 $0.10 $0.56 560.0 % N/A N/A Non-GAAP-based EPS, diluted (1)(2) $0.80 $0.80 % $0.78 (2.5) % Adjusted EBITDA (1) $314.8 $317.4 ($2.6) (0.8) % $306.3 (3.5) % Operating cash flows $296.2 $280.3 Free cash flows (1) $268.8 $262.5 $15.9 $6.2 5.7 % N/A N/A 2.4 % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements. *CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. ** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. opentext™ OpenText ©2021 All rights reserved 46#47Summary of Annual Results with Constant Currency (In millions, except per share data) Revenues: FY'21 FY'20 $ Change % Change FY'21 in CC* % Change in CC* Cloud services and subscriptions $1,407.4 $1,157.7 $249.8 21.6 % $1,389.7 20.0 % Customer support 1,334.1 1,275.6 58.5 4.6 % Total annual recurring revenues' ** $2,741.5 $2,433.3 $308.2 12.7 % 1,297.0 $2,686.6 1.7 % 10.4 % License 384.7 402.9 (18.1) (4.5) % 368.1 (8.6) % Professional service and other 259.9 273.6 ($13.7) (5.0) % 250.0 (8.6) % Total revenues $3,386.1 $3,109.7 $276.4 8.9 % $3,304.8 6.3 % GAAP-based operating income $740.9 $503.5 $237.4 47.1 % N/A N/A Non-GAAP-based operating income (1) $1,230.0 $1,058.8 $171.2 16.2 % $1,193.9 12.8 % GAAP-based net income, attributable to OpenText $310.7 $234.2 $76.4 32.6 % N/A N/A GAAP-based EPS, diluted $1.14 $0.86 $0.28 32.6 % N/A N/A Non-GAAP-based EPS, diluted (1)(2) $3.39 $2.89 $0.50 17.3 % Adjusted EBITDA (1) $1,315.0 $1,148.1 $167.0 14.5 % $3.28 $1,278.2 13.5 % 11.3 % Operating cash flows Free cash flows (1) $876.1 $812.4 $954.5 ($78.4) (8.2) % N/A N/A $881.8 ($69.4) (7.9) % N/A N/A (1) See reconciliation of GAAP-based measures to Non-GAAP-based measures at the end of this presentation. (2) Please also see note 14 to the Company's Fiscal 2018 Consolidated Financial Statements on Form 10-K. Reflective of the amount of net tax benefit arising from the internal reorganization assumed to be allocable to the current period based on the forecasted utilization period. Note: Individual line items in table may be adjusted by non-material amounts to enable totals to align to published financial statements. *CC: Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. ** Annual recurring revenue is defined as the sum of Cloud services and subscriptions revenue and Customer support revenue. opentext™ OpenText ©2021 All rights reserved 47#48Reconciliation of Selected Non-GAAP Measures | Q4 FY'21 Three Months Ended June 30, 2021 (In '000's USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing SA GAAP % of GAAP Total Revenue Adjustments FN Non-GAAP Non-GAAP % of Total Revenue 127,583 SA $ 32,938 (935) (505) (1) (1) $ 126,648 53,662 (698) (1) 32,433 52,964 53,215 (53,215) (2) 621,814 69.6% 55,353 (3) 677,167 75.8% 117,235 (2,664) (1) 114,571 183,237 (4,718) (1) 178,519 General and administrative 73,019 (3,830) (1) 69,189 Amortization of acquired customer-based intangible assets 52,469 (52,469) (2) Special charges (recoveries) 3,152 (3,152) (4) GAAP-based income from operations / Non-GAAP-based income from operations 171,681 122,186 (5) 293,867 Other income (expense), net 45,017 (45,017) (6) Provision for (recovery of) income taxes (2,215) 38,099 (7) GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 181,283 39,070 (8) 35,884 220,353 GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText 0.66 0.14 (8) $ 0.80 opentext™ OpenText ©2021 All rights reserved 48#49Reconciliation of Selected Non-GAAP Measures | Q4 FY'21 FOOTNOTES 1 2 3 4 50 6 7 8 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. Adjustment relates to the exclusion of other income (expense) from our Non-GAAP-based operating expenses as other income (expense) generally relates to the transactional impact of foreign exchange and is generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax recovery rate of approximately 1% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: Three Months Ended June 30, 2021 Per share diluted GAAP-based net income, attributable to OpenText $ 181,283 $ 0.66 Add: Amortization 105,684 0.39 Share-based compensation 13,350 0.05 Special charges (recoveries) 3,152 0.01 Other (income) expense, net (45,017) (0.16) GAAP-based provision for (recovery of) income taxes (2,215) (0.02) Non-GAAP-based provision for income taxes (35,884) (0.13) Non-GAAP-based net income, attributable to OpenText $ 220,353 $ 0.80 opentext™ OpenText ©2021 All rights reserved 49#50Reconciliation of Selected Non-GAAP Measures | FY'21 Year Ended June 30, 2021 (In '000's USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development SA GAAP GAAP % of Total Revenue Adjustments FN Non-GAAP Non-GAAP % of Total Revenue 481,818 (3,419) (1) $ 478,399 122,753 (1,910) (1) 120,843 197,183 (2,565) (1) 194,618 218,796 (218,796) (2) 2,351,649 69.4% 226,690 (3) 2,578,339 76.1% 421,447 (9,859) (1) 411,588 Sales and marketing 622,221 (18,312) (1) 603,909 General and administrative 263,521 (15,904) (1) 247,617 Amortization of acquired customer-based intangible assets 216,544 (216,544) (2) Special charges (recoveries) 1,748 (1,748) (4) GAAP-based income from operations / Non-GAAP-based income from operations 740,903 489,057 (5) 1,229,960 Other income (expense), net 61,434 (61,434) (6) Provision for (recovery of) income taxes 339,906 (188,931) (7) 150,975 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 310,672 616,554 (8) 927,226 GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText $ 1.14 SA 2.25 (8) $ 3.39 opentext™ OpenText ©2021 All rights reserved 50#51Reconciliation of Selected Non-GAAP Measures | FY'21 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. 2 3 4 50 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 investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 52% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. The GAAP-based tax provision rate for the year ended June 30, 2021 includes the income tax provision charge from the IRS Settlement partially offset by a tax benefit from the release of unrecognized tax benefits due to the conclusion of relevant tax audits that was recognized during the second quarter of Fiscal 2021. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation GA Year Ended June 30, 2021 310,672 $ Per share diluted 1.14 435,340 1.59 51,969 0.19 Special charges (recoveries) 1,748 0.01 Other (income) expense, net (61,434) (0.22) GAAP-based provision for (recovery of) income taxes 339,906 1.23 Non-GAAP-based provision for income taxes (150,975) (0.55) Non-GAAP-based net income, attributable to OpenText $ 927,226 $ 3.39 opentext™ OpenText ©2021 All rights reserved 51#52Reconciliation of Selected Non-GAAP Measures | Q4 FY'20 Three Months Ended June 30, 2020 (In '000's USD, except per share data) GAAP % of GAAP Total Revenue Adjustments FN Non-GAAP Non-GAAP % of Total Revenue COST OF REVENUES Cloud services and subscriptions 116,569 (490) (1) 116,079 Customer support 32,568 (310) (1) 32,258 Professional service and other 48,435 (377) (1) 48,058 Amortization of acquired technology-based intangible assets 59,719 (59,719) (2) GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 565,917 68.5% 60,896 (3) 626,813 75.8% Operating expenses Research and development 100,766 (1,590) (1) 99,176 Sales and marketing 152,882 (2,575) (1) 150,307 General and administrative 62,574 (2,660) (1) 59,914 Amortization of acquired customer-based intangible assets 58,998 (58,998) (2) Special charges (recoveries) 75,849 GAAP-based income from operations / Non-GAAP-based income from 91,199 operations (75,849) 202,568 (5) (4) 293,767 Other income (expense), net 7,790 (7,790) (6) Provision for (recovery of) income taxes 32,037 3,416 (7) 35,453 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 26,392 191,362 (8) 217,754 GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText EA $ 0.10 EA 0.70 (8) $ 0.80 opentext™ OpenText ©2021 All rights reserved 52 52#53Reconciliation of Selected Non-GAAP Measures | Q4 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. 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 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: Three Months Ended June 30, 2020 Per share diluted GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation 26,392 $ 0.10 118,717 0.44 8,002 0.03 Special charges (recoveries) 75,849 0.28 Other (income) expense, net (7,790) (0.03) GAAP-based provision for (recovery of) income taxes 32,037 0.12 Non-GAAP-based provision for income taxes (35,453) (0.14) Non-GAAP-based net income, attributable to OpenText 217,754 $ 0.80 opentext™ OpenText ©2021 All rights reserved 53#54Reconciliation of Selected Non-GAAP Measures | FY'20 (In '000's USD, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development SA Year Ended June 30, 2020 GAAP % of GAAP Adjustments FN Non-GAAP Total Revenue Non-GAAP % of Total Revenue 449,940 $ (1,642) (1) 448,298 123,894 (1,207) (1) 122,687 212,903 205,717 (1,294) (1) (205,717) (2) 211,609 2,105,961 67.7% 209,860 (3) 2,315,821 74.5% 370,411 (5,309) (1) 365,102 Sales and marketing 585,044 (9,335) (1) 575,709 General and administrative 237,532 (10,745) (1) 226,787 Amortization of acquired customer-based intangible assets 219,559 (219,559) (2) Special charges (recoveries) 100,428 (100,428) (4) GAAP-based income from operations / Non-GAAP-based income from 503,529 555,236 (5) 1,058,765 operations Other income (expense), net (11,946) 11,946 (6) Provision for (recovery of) income taxes 110,837 16,897 (7) 127,734 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 234,225 550,285 (8) 784,510 GAAP-based earnings per share / Non-GAAP-based earnings per share- diluted, attributable to OpenText SA 0.86 SA 2.03 (8) $ 2.89 opentext™ OpenText ©2021 All rights reserved 54#55Reconciliation of Selected Non-GAAP Measures | 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. 2 3 4 LO 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 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: Year Ended June 30, 2020 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation 234,225 $ Per share diluted 0.86 425,276 1.56 29,532 0.11 Special charges (recoveries) 100,428 0.37 Other (income) expense, net 11,946 0.04 GAAP-based provision for (recovery of) income taxes 110,837 0.41 Non-GAAP-based provision for income taxes (127,734) (0.46) Non-GAAP-based net income, attributable to OpenText 784,510 $ 2.89 opentext™ OpenText ©2021 All rights reserved 55#56Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's USD) GAAP-based net income, attributable to OpenText Add: FY'21 Q4 FY'21 FY'20 Q4 FY'20 $ 310,672 181,283 $ 234,225 26,392 Provision for (recovery of) income taxes Interest and other related expense, net Amortization of acquired technology-based intangible assets Amortization of acquired customer-based intangible assets Depreciation Share-based compensation Special charges (recoveries) Other (income) expense, net Adjusted EBITDA Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) (In '000's USD) GAAP-based cash flows provided by operating activities Add: Capital expenditures (1) SA 339,906 (2,215) 110,837 32,037 151,567 37,550 146,378 40,529 218,796 53,215 205,717 59,719 216,544 52,469 219,559 58,998 85,265 21,021 89,458 23,649 51,969 13,350 29,532 8,002 1,748 3,152 100,428 75,849 (61,434) (45,017) 11,946 (7,790) 1,315,033 $ 314,808 $ 1,148,080 317,385 3,386,115 $ 893,527 $ 3,109,736 826,612 9.2% 20.3 % 7.5% 3.2 % 38.8 % 35.2 % 36.9 % 38.4 % FY'21 Q4 FY'21 FY'20 Q4 FY'20 876,120 $ 296,189 954,536 $ 280,250 Free cash flows $ (63,675) 812,445 $ (27,408) 268,781 $ (72,709) 881,827 $ (17,704) 262,546 (1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. opentext™ OpenText ©2021 All rights reserved 56#57Reconciliation of Adjusted EBITDA and Free Cash Flows FY'11-FY'20 (In '000's USD) Adjusted EBITDA FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 GAAP-based net income, attributable to OpenText 123,203 125,174 $ 148,520 $ 218,125 $ 234,327 $ 284,477 $ 1,025,659 242,224 $ 285,501 $ 234,225 Add: Provision for (recovery of) income taxes 12,931 12,171 29,690 58,461 31,638 6,282 (776,364) 143,826 154,937 110,837 Interest and other related expense, net 8,452 15,564 16,982 27,934 54,620 76,363 120,892 138,540 136,592 146,378 Amortization of acquired technology-based intangible assets 68,048 84,572 93,610 69,917 81,002 74,238 130,556 185,868 183,385 205,717 Amortization of acquired customer-based intangible assets 38,966 53,326 68,745 81,023 108,239 113,201 150,842 184,118 189,827 219,559 Depreciation Share-based compensation Special charges (recoveries) 22,116 21,587 24,496 35,237 50,906 54,929 64,318 86,943 97,716 89,458 11,308 18,097 15,575 19,906 22,047 25,978 30,507 27,594 26,770 29,532 15,576 24,523 24,034 31,314 12,823 34,846 63,618 29,211 35,719 100,428 Other (income) expense, net 6,019 (3,549) 2,473 (3,941) 28,047 1,423 (15,743) (17,973) (10,156) 11,946 Adjusted EBITDA $ 306,619 $ 351,465 $ 424,125 $ 537,976 $ 623,649 $ 671,737 $ 794,285 $ 1,020,351 $ 1,100,291 $ 1,148,080 Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) Free Cash Flows $ 1,033,303 11.9 % 29.7 % $ 1,207,473 10.4 % 29.1 % $ 1,363,336 $ 1,624,699 10.9 % 31.1 % 13.4 % 33.1 % $ 1,851,917 12.7 % 33.7 % $ 1,824,228 15.6 % 36.8% $ 2,291,057 44.8 % 34.7 % $ 2,815,241 8.6 % 36.2 % $ 2,868,755 10.0 % 38.4 % $ 3,109,736 7.5 % 36.9 % GAAP-based cash flows provided by operating activities (1) $ 223,221 $ 266,490 $ 318,502 $ 417,096 $ 522,055 $ 523,663 440,353 $ 708,081 $ 876,278 $ 954,536 Add: Capital expenditures (2) (36,662) (25,828) (23,107) (42,268) Free cash flows $ 186,559 $ 240,662 $ 295,395 $ 374,828 $ (77,046) 445,009 (70,009) $ 453,654 $ (79,592) 360,761 (105,318) (63,837) (72,709) $ 602,763 $ 812,441 $ 881,827 (1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. As a result, certain prior period comparative figures above have been adjusted to conform to current period presentation. Fiscal years 2014-2020 have been adjusted retrospectively per ASU 2016-18 while fiscal years 2011-2013 are presented prior to adoption of ASU 2016-18. (2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows opentext™ OpenText ©2021 All rights reserved 57