#1opentext™ OpenText Investor Presentation February 1, 2024 NASDAQ: OTEX | TSX: OTEX#2Safe Harbor and IP Statement This presentation contains forward-looking statements or information (forward-looking statements) within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), Section 27A of the U.S. Securities Act of 1933, as amended, and other applicable securities laws of the United States and Canada, and is subject to the safe harbors created by those provisions. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Certain statements in this presentation, including statements about Open Text Corporation ("OpenText" or "the Company") on growth; future cloud booking growth and cloud demand; future organic growth initiatives and deployment of capital; intention to maintain a dividend program, including any targeted annualized dividend; organic growth of Micro Focus and timing to bring Micro Focus onto OpenText's operating model; divestitures and their expected impact, including in connection with the proposed divestiture of the AMC business, the timing of closing thereof, use of proceeds and the potential benefits, including reinforcing and expanding OpenText's focus on Cloud and Al, resulting predictable growth, increasing focus on Cloud growth opportunities, strengthening of balance sheet, accelerated de-lever plan and increased future capital flexibility, including potential future share buybacks; future tax rates; new platform and product offerings and associated benefits to customers; continued strength in enterprise cloud businesses and our new OpenText AviatorTM Al products, including our Al strategy and vision; projected financial information; and other matters, which may contain words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", "may", "could", "would", "might", "will" and variations of these words or similar expressions are intended to identify forward-looking statements or information under applicable securities laws (forward-looking statements). In addition, any statements or information 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, such as certain assumptions about the economy, as well as market, financial and operational assumptions. Management's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. We can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Future declarations of dividends and share buybacks are also subject to the final determination and discretion of the Board of Directors as well as applicable regulatory approvals, and an annualized dividend has not been approved or declared by the Board. Forward-looking statements involve known and unknown risks and uncertainties such as those relating to: receipt of regulatory approvals and achievement of customary closing conditions for the AMC divestiture; all statements regarding the expected future financial position, results of operations, cash flows, dividends, future share buybacks, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, including any anticipated synergy benefits; our ability to integrate successfully Micro Focus' operations and programs, including incurring unanticipated costs, delays or difficulties; our ability to successfully complete the proposed divestiture of the AMC business, risks related to the proposed divestiture and the impact of the divestiture on our remaining business; and our ability to develop, protect and maintain our intellectual property and proprietary technology and to operate without infringing on the proprietary rights of others. We rely on a combination of copyright, patent, trademark and trade secret laws, non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights, which are important to our success. From time to time, we may also enforce our intellectual property rights through litigation in line with our strategic and business objectives. The actual results that OpenText achieves may differ materially from any forward-looking statements. For additional information with respect to risks and other factors which could occur, see the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission (SEC) and other securities regulators. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Further, readers should note that we may announce information using our website, press releases, securities law filings, public conference calls, webcasts and the social media channels identified on the Investors section of our website (https://investors.opentext.com). Such social media channels may include the Company's or our CEO's blog, X, formerly known as Twitter, account or LinkedIn account. The information posted through such channels may be material. Accordingly, readers should monitor such channels in addition to our other forms of communication. In addition, certain non-GAAP forward-looking measures have not been reconciled to their corresponding GAAP measure due to the high variability and difficulty in making accurate forecasts and projections of such information. opentext™ © 2024 Open Text 2#3Our Business#4OpenText Snapshot Information Management Total Addressable Market (TAM) (1) Global Leader in Information Management opentext.ai Targets & Aspirations Al and Analytics Content Management Information Management TAM (1) Trusted Content Management $47B Business Network Business Network $24B Information opentext Cloud Application Automation $22B Platform for Management operational IT Operations Management data Application $38B Automation Cybersecurity $68B IT Operations Management Al & Analytics $10B Total $208B Cybersecurity 98 of Top 100 Companies are Customers 120k+ Proven technology innovation The Internet changed everything... With Al, everything must change Large Al categories 150M Who We Are 24k Employees Enterprise Customers End Users opentext™ (1), (2), (3), (4), (5), (6) See Slide Notes Key Process Automation Updated In Constant Currency (2) F'24 Targets F'26 Aspirations (Before AMC Divestiture) Enterprise Cloud Bookings (3) Organic Growth (4) (%Y/Y) 25% to 30% 15%+ 1% to 2% 2% to 4% Total Revenues A-EBITDA Margin (5) Free Cash Flows(5),(6) $5.85B to $5.95B 36% to 37% $825M to $900M $6.2B to $6.4B 38% to 40% $1.5B+ 34% Employees Dedicated to R&D 180 Countries We Operate In © 2024 Open Text 4#5OpenText: We Power and Protect Information The Most Comprehensive Information Management Platform We make information more: Accessible ✓ ✓ Useful Valuable ✓ Secure opentext™ Public Internet Content Management Al & Analytics Trusted Business Network Cybersecurity opentext™ Cloud Information Management IT Operations Management Public Cloud Private Cloud Off-Cloud Application Automation Public Internet API Cloud © 2024 Open Text LO 5#6Information Management is Essential for Al Disruption Automation and a Data Platform are Prerequisites for an Al Strategy opentext™ Information Automation Trusted Learning Models Data & Algorithms © 2024 Open Text 6#7Information Automation: Our Competitive Advantage Customers Trust OpenText to Power and Protect their Data Data of Any Type Automation and Connectors 100s of Connectors Structured / Unstructured Human/ Machine Transactional / Archive Within / Across Firewall SAP Office 365 Google Workspace ORACLE salesforce * slack box ☑ → Jira ►YouTube opentext™ Content Management Engines Large Data Sets Governance and Retention PII Sovereignty Large trusted customer data sets running in OpenText software © 2024 Open Text 7#8We are Positioned to Win Business Al Automation and a Data Platform are Prerequisites for an Al Strategy Data of Any Type Organized for Insight and Information Advantage Automation and 100s of connectors 100s of connectors Customer Data Sets SAP Office 365 Google Workspace ORACLE salesforce *slack box ☑ Jira ► YouTube Large trusted customer data sets running in OpenText software opentext™ Al & Analytics Engines Insights Visualization Analysis Structured Analytics (Vertica) Machine Learning Business Intelligence Unstructured Analytics (IDOL) Intelligence (Magellan) Knowledge Graph Search LLMs Open Text Aviators 3rd Party Pluggable LLMs Business Aviators Aviator Thrust and Thrust Studio Aviator Search Aviator IoT © 2024 Open Text 00 8#9Trusted Data We Manage Some of the World's Largest Data Sets Ingest All Data Types Documents Video/ Voice/Images Collaboration Records • Archives . Assets . Cases . • Manage Large Data Sets Vertica: 96 Trillion rows across multi-nodes Trusted Content: 1 Trillion Pages managed Content: 1 Billion Pages processed a day opentext™ Cloud LegalTech: 1 Billion Pages for a single case Contracts Services Desk FTP loT Information Management BrightCloud: 100 Billion APIs calls a month CMDB: 40 Million configuration items Developer: 1 Million Test Cases/ program opentext™ © 2024 Open Text 9#10OpenText Aviator Offerings Business Al Embedded Into Our Business Clouds DevOps Value Edge Virtual Assistant for: @ IT Operations @ Content SMAX Virtual Agent for: Core Content with: Delivery insights Test coverage opentext™ Employee self-solve Knowledge research A Cybersecurity ArcSight Intelligence Threat Hunter with: Experience Exstream Content Assistant for: Document and workspace summarization Knowledge research Advanced anomaly detection Communication creation Plain language and tone © 2024 Open Text 10 10#11How We Create Value#12Total Growth Model: Cloud and ARR growth F'26 Aspirations in Constant Currency 15%+ Enterprise Cloud Bookings (1) Growth 77% Cloud Organic Revenue Growth (2) 7% to 9% + Future M&A || Total Growth to 79% ARR as % of Total Revenues ARR Growth (3) 2% to 4% + Margin Expansion + Dividend + Future Share Buybacks = Return to Shareholders opentext™ (1), (2), (3) See Slide Notes © 2024 Open Text 12#13OpenText Business System Expand Our Competitive Advantage: It's Who We Are and How We Do What We Do Our Shared Purpose in Information Management To Elevate Every Person and Every Organization to Gain the Information Advantage Our System Customers talk, we listen People Innovation defines our future _ We are Information experts ...... The best team wins Performance Trust Innovation Delivery Process opentext™ Planning Growth is inclusive and sustainable We compete for capital IIII Open Text Fundamentals Market leadership Innovation . Learning organization Problem solvers • Operational Excellence Frictionless business Make long-term decisions Owners' mindset Customer success • Economic value add Zero-based Budgeting & Economic Value Add is & Focus on Key Stakeholders Shareholders Growth ⚫Profitability •Capital Allocation our way of life Customers Employees • L.O.V.E.TM model •Trust and Delivery Al & Automation Performance Advancement • Learning • O2024 Open Text 13#14How We Create Value Growth Driven by Product Innovation and Go-to-Market Execution 1 Expand Our Competitive Advantage in Information Management 2 Growth Expand customer consumption • Unlock new value in SaaS and Al Expand our go-to-market opentext™ 3 Profitability Realize higher profits and cash flows from higher revenues 4 Capital Allocation Return value to shareholders © 2024 Open Text 14#15Expand Our Competitive Advantage in Information Management Investments in Innovation Driving Cloud and ARR Organic Growth Growing Innovation Investment $1,000 $900 $800 $700 $600 $500 $400 R&D (USD$ millions) 16% 15% 14% R&D (as % of Revenues) 13% 12% $300 $200 11% $100 $0 10% 2015 2020 2024E R&D $ R&D % of Revenue opentext™ (1), (2) See Slide Notes Organic Growth in CC 5% 4% 3% 2% 1% Organic Growth (1) F'26 Aspirations Cloud Organic Growth in CC(2) 7% to 9% ARR Organic Growth in CC(2) 2% to 4% 0% F'21 F'22 F'23 Total Organic Growth in CC(2) 2% to 4% ARR Cloud © 2024 Open Text 15#16Expand Our Competitive Advantage in Information Management Investments in Al & Automation Increases Opportunity for Growth 80% of Our Investments are in Cloud Technologies Platform for Open Text Cloud Offerings Cloud Editions 2020 Cloudification of OpenText Titanium 2022 90-day Release Cycles Al, Security and Cloudification of Micro Focus Titanium X Through 25.2 opentext™ 7,500+ Engineers 3,400+ Patents © 2024 Open Text 16#17Strategic Growth Initiatives Expand Customer Consumption and Unlock New Value in SaaS and Al Content Management opentext™ Business Network Application Automation IT Operations Management Al & Analytics Complete Customer deployment choice: Off-cloud, Private cloud, Public cloud, API cloud Integrate Aviators (AI) and Analytics across all businesses Enhance Cybersecurity and integrate Content across all businesses Win Every Business Cloud with Suite-selling Cybersecurity © 2024 Open Text 17#18Growth: Top Drivers by Business and Leading Products Expand Customer Consumption and Unlock New Value in SaaS and Al Content Management Business Network Enterprise (Visibility, Planning Al and LLMs SaaS and Control) e-invoicing Mid-market Content Catalyst Foundation Capture GXS • Core Lens • Documentum • Extended ECM • InfoArchive Experience • Exstream • RightFax • TeamSite Liaison Trading Grid • Application Automation Al-driven software delivery Product-to-Platform Partner Integration Delivery & Management ALM Octane LoadRunner UFT One Value Edge Modernization & Connectivity COBOL CORBA Enterprise Suite Mainframe ADLM Rumba IT Operations Management Al & Analytics GreenOps End-to-End monitoring Service Management Content integration Configuration Management Database (CMDB) Network Operations Manager (NOM) Operations Bridge (OpsBridge) Service Manager/SMAX Universal Discovery IDOL IoT as a Service LLM Private Cloud IDOL Magellan Vertica Cybersecurity Embed security into other OpenText products Enterprise Application Security Debricked Fortify Identity and Access NetIQ Voltage Security Info/Event Mgmt. ArcSight Threat Intelligence BrightCloud SMB/Consumer Endpoint Carbonite Webroot • Zix opentext™ © 2024 Open Text 18#19Growth: Through Expanded Go-To-Market Open Text L.O.V.E.™ Model Strategic Accounts Our Approach to Engaging Customers and Partners Top 250 Our large Strategic Partners inclusive of SAP, Microsoft, Google, AWS, Accenture and more Enterprise Accounts G10K . MSP • MSSP Corporate Accounts Mid Market S Business Accounts Home Accounts opentext™ SMB • OEM • ISV • Solution Consumer Extension OpenText Partner Network . • Strategic Delivery Partners Value Added Resellers © 2024 Open Text 19#20$0.08 $0.31 Return Value to Shareholders via Capital Allocation Approximately $2.2B Returned to Shareholders Since F'13(¹) Dividends Paid (US$M) Historical Share Buybacks (US$M) $18 $75 $88 $99 $121 31% CAGR(2) F'13 F'14 F'15 F'16 F'17 F'18 F'19 F'20 F'21 F'22 F'23 F'24E Dividends per share opentext™ $0.36 $0.42 $0.48 $0.55 $0.63 $0.70 $0.78 (1), (2), (3), (4), See Slide Notes $0.88 $0.97 $1.00(3) $360M+ Cumulative F'13 to F'23 Dividend Program 20% of TTM Free Cash Flows (4) Future Share Buybacks © 2024 Open Text 20 20#21Financial Results#22Q2 F'24 Summary opentext™ Total Revenues $1.53B +71% Y/Y Cloud Revenues $450M +10% Y/Y Annual Recurring Revenues (1) $1.15B +58% Y/Y A-EBITDA Margin (2) 36.9% +66% Y/Y (in A-EBITDA $) TTM Renewal Rate(3) Cloud 93% Off-Cloud 95% Annual Recurring Revenues(1) 75% % of revenues (1), (2), (3) See Slide Notes © 2024 Open Text 22 22#23Q2 F'24 and TTM Financial Highlights (with Y/Y comparisons) Q2 Enterprise Cloud Bookings" of $236M; TTM of $628M Q2 F'24 TTM for period ended Q2 F'24 Total Revenues $1.53B $1.51B in CC(2) 71.0% 68.2% in CC Total Revenues ARR (3) 75% of Total Revenues $1.15B $1.13B in CC 58.0% ARR 55.6% in CC 78% of Total Revenues Cloud Revenues $450M $446M in CC A-EBITDA (4) 36.9% margin $566M $550M in CC Non-GAAP Earnings Per Share (4) Free Cash Flows (4) 19.9% of Total Revenues $1.24 $1.20 in CC 10.1% 9.2% in CC 66.1% 61.2% in CC 39.3% Cloud Revenues $1.79B $1.79B in CC A-EBITDA (4) 33.2% margin $1.89B $1.85B in CC $5.70B $5.70B in CC $4.46B $4.47B in CC 61.3% in CC 52.8% 53.0% in CC 9.9% 10.3% in CC 52.0% 61.2% 48.9% in CC Non-GAAP Earnings 34.8% in CC Per Share (4) $3.89 $3.78 in CC 23.1% 19.6% in CC $305M ▲ 87.4% Free Cash Flows (4) $711.8M 8.6% 12.5% of Revenues (5) Q2 Enterprise Renewal Rates: 93% Cloud; 95% Off-Cloud © 2024 Open Text opentext™ (1), (2), (3), (4), (5) See Slide Notes 23 23#24Q2 F'24 Customer Wins Virgin mobile PHILIPS BEYOND ONE™ Analytics & AI Mobile virtual network operator in UAE, Saudi Arabia, Oman and Kuwait PHILIPS Healthcare Analytics & AI Improves people's lives through meaningful innovation ZEISS Content Management German manufacturer of advanced optical systems and optoelectronics BMW GROUP Cybersecurity Leading manufacturer of premium cars coop Cybersecurity Denmark's leading consumer goods retailer FedEx. CXC Express TECHNOLOGY IT Operations Management Major American cargo airline delivering freight across six continents Products Vertica Analytics Vertica Analytics Platform Extended ECM for SAP, M365 and Salesforce Cloud Subscription on Google Cloud Voltage Fusion Solution NetIQ Identity Governance and Administration Operations Bridge Data warehouse solution used to design and deploy numerous analytics use cases across multiple companies Enables scheduled, predictable and non-intrusive service for medical imaging systems, minimizing costly downtime Integrates business applications to streamline processes, drive efficiency, and meet regulatory requirements Enables effective ROT Management and data governance for compliance Modern IGA solution, minimizes manual work by using an automatic role-based access solution Provides single view of operations data to monitor and automatically respond to potential issues COUNTY TURKCELL TEXAS Google opentext™ Don METROPOLITAN UTILITIES DISTRICT f5 ZOHO NAKIT OPENBAAR MINISTERIE preh © 2024 Open Text 24 24#25Cash Flows and Balance Sheet Cash (USD$M) (as of 12/31/2023) Total Cash $1,003 TTM Q2 F'24 (USD$M) ■Acquisition Term Loan ■Term Loan B ■Senior Secured Notes ■Senior Notes Debt Maturity Profile (USD$M) (1) (as of 12/31/23) Planned Debt Reduction of at least $175M/quarter Reflects $175M $3,084 debt payment in January 2024 Operating Cash Flows CapEx Investments $850 $138 $933 $1,000 $900 $850 $900 $650 C'24 C'25 C'26 C'27 C'28 C'29 C'30 C'31 Free Cash Flows (2) $712 Consolidated Net Leverage Ratio (3) Key Debt Metrics Principal Payments $571 Dividend Payments $263 3.7x As of Dec 31, 2023 < 3.0x By end of F'25 or sooner $8.7B Principal Outstanding 5.3 years Weighted Ave Maturity 6.3% Weighted Ave Interest Rate Total Fixed Debt 49% (1), (2), (3) See Slide Notes opentext™ © 2024 Open Text 25 25#26Renewals and Customer Organization (1) >$4.5B Centralized & Highly-Focused Information Management Renewals Organization 75% 90% 160K 600 Q2 Annualized Recurring Revenues(2) ARR as a percent of Q2 Total Revenues Customer Support Non-GAAP Margins(3) Agreements Renewal Professionals Bring Micro Focus to OpenText Renewal Rate Standards Micro Focus Renewal Rate Targets (4) Mid 80s% High 80s% In the 90s% End of F'23 End of F'24 in F'25 Best Practices High Automation Compelling Cloud Roadmap opentext™ (1), (2), (3), (4), (5) See Slide Notes Open Text Renewal Rates (5) 93% 95% Cloud Off-Cloud © 2024 Open Text 26 26#27AMC Divestiture#28Application Modernization and Connectivity Divestiture Pro Forma as of Fiscal Year Ended June 30, 2023 (1) Revenue (License and Customer Support, Off-Cloud) A-EBITDA $275M $500M Employees ~750 Enterprise Suite: Mainframe application modernization, migration analysis development, test and deployment tools COBOL: Development and deployment tooling for distributed COBOL applications Host Connectivity: Mainframe/Unix emulators, application access, process automation and security solutions Mainframe ADLM: Mainframe source code change management tooling CORBA: High performance, reliable and secure messaging middleware ← Sale Price and Closing Conditions Transaction Details $2.275B all-cash purchase price $2.0B of net proceeds (after taxes and fees) (2) 4.6x pro forma F'23 AMC Revenues(1) 8.3x pro forma F'23 AMC A-EBITDA(1) Use of Net Proceeds Payoff remaining amounts due on Term Loan B due 2025 Reduce Acquisition Term Loan due 2030 opentext™ (1), (2) See Slide Notes © 2024 Open Text 28#29Pro Forma Debt Profile & Maturity As of 12/31/2023 Pro Forma (1) Pro Forma OpenText Debt Maturity (USD$M) (3) Principal Outstanding $8.7B ~$6.8B Total Fixed Debt (Fixed Debt weighted average interest rate of 4.7%) 49% -63% Weighted Average Interest Rate 6.3% ~5.95% $933 Annualized Interest Cost (1) ($ in Millions) < 3.0x Consolidated Net Leverage (2) ~$550 ~$400 $1,000 $2,084 $1,000 $900 $850 $900 $650 C'25 C'26 C'27 C'28 C'29 C'30 C'31 Expected Term Loan B Payment Senior Secured Notes Senior Notes Expected Acquisition Term Loan Payment Acquisition Term Loan By end of F'25 or sooner Within 90 days of closing With net proceeds from divestiture, expect to: Retire Term Loan B and Reduce Acquisition Term Loan opentext™ (1), (2), (3) See Slide Notes © 2024 Open Text 29 29#30Significant Value Creation F'22 to F'26 After the Acquisition of Micro Focus and Divestiture of AMC More than Double the Total Addressable Market (TAM) Total Addressable Market(1) $92B $200B+ OpenText Prior to Micro Focus June 30, 2022 F'26 Aspirations excluding AMC (2) (estimated, pro forma) . • • • Micro Focus Added Leading Products for New Strategic Buying Groups Enterprise Security (CISO) IT Operations Management (CTO) Application Automation (DevOps) Al & Analytics (C-suite executives) Cloud Organic Growth 3.6% ~$5.7B outlay 7% to 9% (in CC)(3),(4) Micro Focus acquisition (January 31, 2023) Total Revenue $3.5B $5.7B to $5.9B A-EBITDA(5) $1.3B ~$2.0B net inflow (after taxes and fees) AMC divestiture $2.1B+ . (by June 30, 2024) • A-EBITDA Margin(5) 36.2% 36% to 38% • (%) $3.7B • Free Cash Flows(5),(6) $0.9B Net investment $1.2B to $1.3B No Equity Dilution for Shareholders opentext™ (1), (2), (3), (4), (5), (6) See Slide Notes Estimated Impact of $3.7B Net Investment: $2.2B+ increase in total revenue $800M+ increase in A-EBITDA (5) A-EBITDA(5) margin constant or better $300M+ increase in FCF(5),(6) © 2024 Open Text 30 50#31Outlook#32Q3 F'24 Quarterly Factors Externalities . Geopolitical Company Specific Expect Q3 Y/Y Revenues in constant currency: • Recession risk • Inflation • Total revenues of $1.40B to $1.45B • ARR(1) of $1.13B to $1.16B FX constant Expect Q3 Y/Y A-EBITDA (2) in constant currency: opentext™ (1), (2) See Slide Notes • Margin 32% and 33% FX constant We manage our business annually and quarters will vary © 2024 Open Text 32#33F'24 Target Model (1) Updated F'23 Reported F'24E in CC(2) F'23 Reported USD$M unless stated otherwise F'24E in CC(2) $528 1.2% Ent. Cloud Bookings (3) and Growth Y/Y% Organic CC Growth (4) Y/Y% 25% to 30% $4,485 32.8% $655 ($132) Total Revenues A-EBITDA Margin (5) Free Cash Flows (5)(6) FX Revenues (headwind)/tailwind* *1H F'24 FX tailwind of $42M, 2H F'24 neutral to slight headwind 1% to 2% $5,850 to $5,950 36% to 37% $825 to $900 USD$M $1,700 37.9% $1,915 42.7% $3,615 80.6% $539 12.0% $331 7.4% % of Rev % of Revenues Y/Y Growth Cloud Services and Subscriptions 30% to 32% Customer Support 45% to 47% 6% to 8% 43% to 45% (8) ARR 76% to 78% 25% to 27% $20 to $40 $4,485 License Revenues Professional Services Total Revenues 15% to 17% 68% to 70% 6% to 8% $5,850 to $5,950 26% to 28% 76.1% Non-GAAP Gross Margin (5) 77% to 79% F'23 F'24E 14.3% Research & Development(5) 14% to 16% 14% Adj Tax Rate(7) 14% 20.2% Sales & Marketing(5) 18% to 20% $329 Net Interest Expense and Other $550 to $570 8.7% General & Admin(5) 7% to 9% $124 Capital Expenditures $140 to $160 2.4% Depreciation (5) 1% to 3% Expect Micro Focus to return to organic growth in F'24 45.6% Total Operating Expenses (5) 42% to 44% opentext™ (1), (2), (3), (4), (5), (6), (7), (8) See Slide Notes © 2024 Open Text 333#34Micro Focus Anniversary: Commitments and Delivery (1) Leverage Proven Open Text Business System to Drive Accretive Integration of Micro Focus (MF) On or Ahead of Plan on Every Commitment Day 1 Commitments Accelerate MF cloud growth Return MF to organic growth (2) by F'25 Enhanced visibility into business Improve MF renewals MF on OpenText A-EBITDA (3) model within 18 months 8-quarter (Dec 2024) deleveraging program (< 3x Net Leverage)(4) Continuation of dividend program (5) Year 1 Achievements Record MF cloud bookings in Q2 F'24 Expect to return to organic growth in F'24 $601M in Q2 F'24 MF Revenue Disclosed revenue percentages of 6 businesses Renewals increased from low 80s to high 80s in F'24(6) On A-EBITDA model by end of F'24 < 3x within 90 days of closing sale of AMC Raised annual dividend to $1.00/share (5) Looking Ahead Continue cloud growth Renewal rates in the 90s . Continue to unlock value in: IT Operations Management Enterprise Cyber Security Application Automation • • opentext™ (1), (2), (3), (4), (5), (6) See Slide Notes © 2024 Open Text 34#35OpenText - Micro Focus Financial Integration Framework (1) FCF(2) A-EBITDA (2) As of 12/31/23 2H F'24 F'25 Annualized Savings $400M $370M Actioned Expense & Charges Integration Expense $70M $11M Incurred Special Charges $340M to $380M $189M Incurred Vendor consolidation, strategic procurement (~$30M) Micro Focus One Year Post Close • Micro Focus integration ahead of plan •Facilities restructuring plan is final . • Global entity simplification plan design completed System alignment and Related integration expense (~$60M+) Severance, restructuring costs, advisory support and others ($65M+) Global entities simplification, tax structure initiatives, technology footprint optimization ($100M) Updates to Framework ⚫$100M reduction in special charges related to: global entities simplification, tax structure initiatives and technology footprint optimization • $20M increase in special charges related to: Restructuring, advisory costs, etc. driven by facilities restructuring plan Total Expense & Charges $200M incurred $115M to $130M $95M to $120M opentext™ (1), (2) See Slide Notes Net Reduction of $80M in Special Charges Over F'24 and F'25 © 2024 Open Text 35#36F'26 Aspirations (in Constant Currency) Including AMC Excluding AMC (1) (estimated, pro forma) Enterprise Cloud Bookings Growth (1), (2) 15%+ 15%+ Subject to close, excluding future synergies and Cloud/Al growth opportunities. Further update expected upon closing. Expanded Consumption, Cloud and Al Cloud Organic Revenue Growth (1),(3) 7% to 9% 7% to 9% Continued Information Management momentum ARR Organic Growth (4) 2% to 4% 2% to 4% Higher ARR expected between ARR 78% to 80% of Total Revenue Total Organic Revenue Growth (1),(3) 2% to 4% 2% to 4% Micro Focus expected to return to organic growth in F'24 Total Revenues $6.2B to $6.4B $5.7B to $5.9B Market share gains through cloud acceleration and opentext.ai A-EBITDA Margin (5) (%) 38% to 40% 36% to 38% Free Cash Flows (5),(6) (FCF) Capital Allocation (7) Non-GAAP Effective Tax Rate (8) $1.5B+ 20% of TTM FCF To Dividend Program Mid 20%'s $1.2B to $1.3B 30% of TTM FCF To Dividend Program plus potential share buybacks Mid 20%'s Upper quartile profitability while investing in innovation Continued high conversion from A-EBITDA and working capital efficiency Returns OpenText to capital flexibility, including potential share buybacks Utilization of tax attributes while enhancing current structure opentext™ (1), (2), (3), (4), (5), (6), (7), (8) See Slide Notes © 2024 Open Text 36#37Our 2030 Pledge: Open Text Zero-In opentext™ opentext™ Zero-In Zero Footprint Zero Barriers • Committed to climate innovation Zero waste from operations by 2030 Science-based emissions reduction target of 50% net reduction by 2030/net-zero by 2040 Advance Equity, Diversity and Inclusion (ED&I): Majority Diverse 50/50 for key roles 40% female in leadership positions Center on ICT Education and Training Zero Compromise . · Advance wellness & wellbeing Zero compromise on what matters most Principle-based approach Annual Report + The OpenText Way © 2024 Open Text 37#38Executive Leadership Team (ELT) Sales & Demand Products & Customers Ted Harrison EVP, Enterprise Sales James McGourlay Sales Prentiss Donohue EVP, International EVP, Cybersecurity Muhi Majzoub EVP, Chief Sales Product Officer Sandy Ono EVP, CMO Paul Rodgers EVP, Sales Operations opentext™ Paul Duggan EVP, Chief Customer Officer Mark J. Barrenechea CEO and CTO Corporate Operations Madhu Ranganathan EVP, CFO Shannon Bell EVP, Chief Digital Officer Michael Acedo EVP, CLO & Corporate Secretary Brian Sweeney EVP, CHRO Doug Parker EVP, Corporate Development © 2024 Open Text 38#39Slide Notes Throughout this presentation, certain numbers are approximate and may not foot due to rounding and are inclusive of AMC unless stated otherwise. Slide 4 (1) Estimates (dollars in US$ billions) based on market reports from independent industry analysis firms including Gartner and IDC. (2) Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. (3) Enterprise cloud bookings is the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (4) Organic growth is calculated by removing the revenue contribution from newly acquired companies for the first-year post acquisition. (5) 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. (6) Free Cash Flows on a reported basis. Slide 12 (1) Enterprise cloud bookings is the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (2) Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. (3) Annual Recurring Revenues (ARR) is defined as the sum of cloud services and subscriptions revenues and customer support revenues. Slide 15 (1) Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. (2) Constant currency is defined as the current period reported revenues represented at the prior comparative period's foreign exchange rate. Slide 20 (1) Based on F'13 to F'23 cumulative dividends paid, and common shares repurchased. (2) Compound annual growth in dividends paid from F'13 to F'23. (3) Targeting annualized dividend of $1.00 per share, subject to quarterly Board approval. Assumes weighted average common share count of 273.1 million for F'24. (4) Targeting dividends at rate of approximately 20% of TTM Free Cash Flow. Declaration of dividend subject to Board discretion. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. Slide 22 (1) Annual Recurring Revenues (ARR) is defined as the sum of cloud services and subscriptions revenues and customer support revenues. (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. Historical data on a reported basis. (3) Renewal rate excludes Carbonite, Zix and Micro Focus. Slide 23 (1) Enterprise cloud bookings as the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (2) CC: Constant Currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. (3) Annual Recurring Revenues (ARR) is defined as the sum of cloud services and subscriptions revenues and customer support revenues. (4) 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. (5) Renewal rate excludes Carbonite, Zix and Micro Focus. Slide 25. (1) Term Loan B and Acquisition Term Loan are net of mandatory debt repayments. (2) Please refer to "Use of Non-GAAP Financial Measures" at the end of this presentation and "Reconciliation of selected GAAP-based measures to Non-GAAP-based measures" included within our current and historical filings on Forms 10-Q, 10-K and 8-K. (3) Consolidated Net Leverage Ratio (proforma) is calculated using bank covenant methodology. Slide 26 (1) As of December 31, 2023. (2) Annual Recurring Revenues (ARR) is defined as the sum of cloud services and subscriptions revenues and customer support revenues. (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. (4) Represents Micro Focus stand-alone renewal rates. (5) Renewal rate excludes Carbonite, Zix and Micro Focus. Slide 28 (1) Amounts represent estimated AMC unaudited historical pro forma revenues and adjusted EBITDA for our Fiscal 2023 period ended June 30, 2023. For the period of July 1, 2022 to January 31, 2023 the unaudited historical pro forma results are presented under International Financial Reporting Standards (IFRS) and the results for the period of February 1, 2023 to June 30, 2023 are presented in accordance with United States generally accepted accounting principles (U.S. GAAP). The estimated unaudited historical pro forma revenues and adjusted EBITDA amounts do not include adjustments to convert IFRS results from the period of July 1, 2022 to January 31, 2023 to U.S. GAAP. (2) Subject to final adjustments upon closing of the transaction. Slide 29 (1) Estimates based on the repayment of debt as outlined in this presentation and a SOFR rate assumption as of report date. (2) Consolidated Net Leverage Ratio (proforma) is calculated using bank covenant methodology. (3) Term Loan B and Acquisition Term Loan are net of mandatory debt repayments. Debt repayment timing within 90 days of AMC close. Slide 30 (1) Total addressable market estimates (dollars in US$ billions) based on market reports from independent industry analysis firms including Gartner and IDC. (2) Amounts represent estimated AMC unaudited historical pro forma revenues and adjusted EBITDA for our Fiscal 2023 period ended June 30, 2023. For the period of July 1, 2022 to January 31, 2023 the unaudited historical pro forma results are presented under International Financial Reporting Standards (IFRS) and the results for the period of February 1, 2023 to June 30, 2023 are presented in accordance with United States generally accepted accounting principles (U.S. GAAP). The estimated unaudited historical pro forma revenues and adjusted EBITDA amounts do not include adjustments to convert IFRS results from the period of July 1, 2022 to January 31, 2023 to U.S. GAAP. (3) Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. (4) 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. (5) Please refer to "Use of Non-GAAP Financial Measures" 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. (6) FCF is on a reported basis. Slide 32 (1) Annual Recurring Revenues (ARR) is defined as the sum of cloud services and subscriptions revenues and customer support revenues. (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. Slide 33 (1) Projected as of February 1, 2024; this model is not guidance. (2) Constant currency for this purpose is defined as the current period reported revenues/expenses/earnings represented at the prior comparative period's foreign exchange rate. (3) Enterprise cloud bookings is the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (4) Organic growth is calculated by removing the revenue contribution from newly acquired companies for the first-year post acquisition. (5) 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. (6) FCF is on a reported basis. (7) Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. (8) Annual Recurring Revenues (ARR) is defined as the sum of cloud services and subscriptions revenues and customer support revenues. opentext™ © 2024 Open Text 39#40Slide Notes (Cont.) Slide 34 (1) Projected as of February 1, 2024; this model is not guidance. (2) Organic growth is calculated by removing the revenue contribution from newly acquired companies for the first-year post acquisition. (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. (4) Consolidated Net Leverage Ratio (proforma) is calculated using bank covenant methodology. (5) Declaration of dividend subject to board discretion and an annualized dividend has not been approved or declared by the Board. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. (6) Represents Micro Focus stand-alone renewal rates. Slide 35 (1) As of February 1, 2024. Estimates represent when savings, expenses and charges are expected to be substantially actioned or incurred. Subject to change. (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. Slide 36 (1) Revenues and Enterprise Cloud Bookings % are year-over-year comparisons. (2) Enterprise cloud bookings as the total value from cloud services and subscription contracts entered into in the fiscal year that are new, committed and incremental to our existing contracts, entered into with our enterprise-based customers. (3) Organic revenue growth is calculated by removing the revenue contribution from newly acquired companies for the first year post acquisition. (4) Annual Recurring Revenues (ARR) is defined as the sum of cloud services and subscriptions revenues and customer support revenues. (5) 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. (6) FCF is on a reported basis. (7) Declaration of dividend subject to board discretion. Strategy subject to change based on acquisition opportunities or other corporate purposes. Corporate purposes may include acquisitions, debt repayment, share repurchases, or other initiatives. (8) Please refer to historical filings, including our Forms 10-K and 10-Q, regarding the company's adjusted tax rate. opentext™ © 2024 Open Text 40#41opentext™#42Appendix 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. Reconciliations of Non-GAAP financial measures for future periods are not provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. 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 (loss) or earnings (loss) 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 (loss), attributable to OpenText, excluding interest income (expense), provision for (recovery of) 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 in response to our return to office planning, 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. Information reconciling certain forward-looking GAAP measures to Non-GAAP measures related to F'24 targets and F'26 aspirations, including adjusted EBITDA is not available without unreasonable effort due to high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations. opentext™ © 2024 Open Text 42#43Summary of Quarterly Results with Constant Currency (In millions U.S. dollars, except per share data) Revenues: Cloud services and subscriptions Q2 FY'24 Q2 FY'23 $ Change % Change Q2 FY'24 in CC* % Change in CC* $450.1 $408.7 $41.4 10.1 % $446.1 9.2 % Customer support Total annual recurring revenues** License Professional service and other 695.8 316.5 379.3 119.8 % $1,145.9 $725.2 $420.7 58.0 % 682.3 $1,128.4 115.6 % 55.6 % 289.2 108.0 181.3 167.9 % 283.6 162.7 % 99.8 64.3 35.5 55.2 % 97.3 51.3 % Total revenues $1,534.9 $897.4 $637.4 71.0 % $1,509.3 68.2 % GAAP-based operating income $253.9 $184.7 $69.2 37.5 % N/A N/A Non-GAAP-based operating income (1) $532.9 $318.1 $214.8 67.5 % $517.0 62.5 % GAAP-based net income (loss), attributable to OpenText $37.7 $258.5 ($220.8) (85.4) % N/A N/A GAAP-based EPS, diluted $0.14 $0.96 ($0.82) (85.4) % N/A N/A Non-GAAP-based EPS, diluted (1) (2) $1.24 $0.89 $0.35 39.3 % $1.20 34.8 % Adjusted EBITDA (1) $566.3 $340.9 $225.3 Operating cash flows $350.7 $195.2 $155.5 66.1 % 79.7 % $549.7 61.2 % N/A N/A Free cash flows (1) $305.4 $163.0 $142.5 87.4 % 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™ © 2024 Open Text 43#44Summary of Year to Date Results with Constant Currency % Change in CC* (In millions U.S. dollars, except per share data) FY'24 YTD FY'23 YTD $ Change % Change FY'24 in CC* Revenues: Cloud services and subscriptions Customer support Total annual recurring revenues** License Professional service and other $901.1 1,393.5 $813.3 $87.8 10.8 % 633.9 759.6 119.8 % $2,294.6 $1,447.2 $847.4 58.6 % 462.3 170.5 291.8 171.1 % $894.7 1,370.8 $2,265.5 454.2 10.0 % 116.3 % 56.5 % 166.4 % 203.5 131.8 71.7 54.4 % 199.1 51.1 % Total revenues $2,960.3 $1,749.5 $1,210.8 69.2 % $2,918.8 66.8 % GAAP-based operating income $466.8 $331.0 $135.7 41.0 % N/A N/A Non-GAAP-based operating income (1) $993.7 $599.0 $394.7 65.9 % $964.4 61.0 % GAAP-based net income, attributable to OpenText $118.6 $141.6 ($23.0) (16.2) % N/A N/A GAAP-based EPS, diluted $0.44 $0.52 ($0.08) (15.4) % N/A N/A Non-GAAP-based EPS, diluted (1) (2) $2.25 $1.66 $0.59 Adjusted EBITDA (1) $1,061.1 $645.0 $416.1 Operating cash flows $397.8 $327.1 Free cash flows (1) $315.0 $258.6 $70.6 $56.4 35.5 % 64.5 % 21.6 % $2.17 30.7 % $1,030.7 59.8 % N/A N/A 21.8 % 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™ © 2024 Open Text 44 44#45Reconciliation of Selected Non-GAAP Measures | Q2 FY'24 Three Months Ended December 31, 2023 Non-GAAP % GAAP % of (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions GAAP Total Revenue Adjustments FN Non-GAAP of Total Revenue 180,148 (3,609) (1) 176,539 Customer support 73,374 (1,128) (1) 72,246 Professional service and other 75,459 (1,756) (1) 73,703 Amortization of acquired technology-based intangible assets 70,784 (70,784) (2) GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 1,129,120 73.6% 77,277 (3) 1,206,397 78.6% Operating expenses Research and development 220,220 (12,767) (1) 207,453 Sales and marketing 280,263 (13,227) (1) 267,036 General and administrative 173,264 (7,688) (1) 165,576 Amortization of acquired customer-based intangible assets 113,925 (113,925) (2) Special charges (recoveries) 54,166 (54,166) (4) GAAP-based income from operations / Non-GAAP-based income from operations 253,867 279,050 (5) 532,917 Other income (expense), net (68,784) 68,784 (6) Provision for income taxes 8,054 47,054 (7) 55,108 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 37,675 300,780 (8) 338,455 GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText 0.14 69 1.10 (8) 1.24 opentext™ © 2024 Open Text 45#46Reconciliation of Selected Non-GAAP Measures | Q2 FY'24 FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. 2 3 4 5 6 7 8 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective on our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 18% 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 (loss). 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 December 31, 2023 Per share diluted GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation 37,675 $ 0.14 184,709 0.68 40,175 0.15 Special charges (recoveries) 54,166 0.20 Other (income) expense, net 68,784 0.24 GAAP-based provision for income taxes 8,054 0.03 Non-GAAP-based provision for income taxes (55,108) (0.20) Non-GAAP-based net income, attributable to OpenText 338,455 $ 1.24 opentext™ © 2024 Open Text 46#47Reconciliation of Selected Non-GAAP Measures | FY'24 YTD Six months ended December 31, 2023 GAAP % of (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions GAAP Total Revenue Adjustments FN Non-GAAP Non-GAAP % of Total Revenue 351,560 (6,600) (1) 344,960 Customer support 148,388 (2,186) (1) Professional service and other 155,381 Amortization of acquired technology-based intangible assets 147,608 (3,638) (1) (147,608) (2) 146,202 151,743 GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 2,147,538 72.5% 160,032 (3) 2,307,570 78.0% Operating expenses Research and development 454,657 (24,501) (1) 430,156 Sales and marketing 552,064 (25,034) (1) 527,030 General and administrative 304,475 (15,311) (1) 289,164 Amortization of acquired customer-based intangible assets 234,117 (234,117) (2) Special charges (recoveries) 67,960 (67,960) (4) GAAP-based income from operations / Non-GAAP-based income from operations 466,759 526,955 (5) 993,714 Other income (expense), net (48,614) 48,614 (6) Provision for income taxes 18,406 81,367 (7) 99,773 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 118,576 494,202 (8) 612,778 GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText 0.44 EA 1.81 (8) 2.25 opentext™ © 2024 Open Text 47#48Reconciliation of Selected Non-GAAP Measures | FY'24 YTD FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results. GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. 2 3 4 5 6 7 8 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. Other income (expense) also includes unrealized and realized gains (losses) on our derivatives which are not designated as hedges. We exclude gains and losses on these derivatives as we do not believe they are reflective on our ongoing business and operating results. Adjustment relates to differences between the GAAP-based tax provision rate of approximately 13% 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 (loss). Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Other (income) expense, net GAAP-based provision for income taxes Non-GAAP-based provision for income taxes Non-GAAP-based net income, attributable to OpenText opentext™ Six months ended December 31, 2023 Per share diluted 118,576 $ 0.44 381,725 1.40 77,270 0.29 67,960 0.25 48,614 0.16 18,406 0.07 (99,773) (0.36) 612,778 $ 2.25 © 2024 Open Text 48 48#49Reconciliation of Selected Non-GAAP Measures | Q2 FY'23 Three Months Ended December 31, 2022 GAAP % of (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions Customer support Professional service and other Amortization of acquired technology-based intangible assets GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) Operating expenses Research and development Sales and marketing GAAP Total Revenue Adjustments FN Non-GAAP Non-GAAP % of Total Revenue 69 134,314 (2,812) (1) 131,502 28,589 (690) (1) 54,064 40,863 (1,763) (1) (40,863) (2) 27,899 52,301 635,747 70.8% 46,128 (3) 681,875 76.0% 109,700 (7,826) (1) 101,874 177,171 (9,437) (1) 167,734 General and administrative 77,603 (6,294) (1) 71,309 Amortization of acquired customer-based intangible assets 53,446 (53,446) (2) Special charges (recoveries) 10,306 (10,306) (4) GAAP-based income from operations / Non-GAAP-based income from operations 184,663 133,437 (5) 318,100 Other income (expense), net 163,349 (163,349) (6) Provision for income taxes 50,774 (11,660) (7) 39,114 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 258,486 (18,252) (8) 240,234 GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText 69 0.96 69 (0.07) (8) 0.89 opentext™ © 2024 Open Text 49 49#50Reconciliation of Selected Non-GAAP Measures | Q2 FY'23 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. 4 Adjustment relates to the exclusion of special charges (recoveries) from our Non-GAAP-based operating expenses as special charges (recoveries) are generally incurred in the periods relevant to an acquisition and include certain charges or recoveries that are not indicative or related to continuing operations and are therefore excluded from our internal analysis of operating results. 5 GAAP-based and Non-GAAP-based income from operations stated in dollars. Co 6 7 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 16% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. 8 Reconciliation of GAAP-based net income to Non-GAAP-based net income: GAAP-based net income, attributable to OpenText $ Add: Amortization Three Months Ended December 31, 2022 258,486 $ Per share diluted 0.96 94,309 0.35 Share-based compensation 28,822 0.10 Special charges (recoveries) 10,306 0.04 Other (income) expense, net (163,349) (0.60) GAAP-based provision for income taxes 50,774 0.19 Non-GAAP-based provision for income taxes (39,114) (0.15) Non-GAAP-based net income, attributable to OpenText $ 240,234 $ 0.89 opentext™ © 2024 Open Text 50 50#51Reconciliation of Selected Non-GAAP Measures | FY'23 YTD Six Months Ended December 31, 2022 GAAP % of (In '000's U.S. dollars, except per share data) COST OF REVENUES Cloud services and subscriptions GAAP Total Revenue Adjustments FN Non-GAAP Non-GAAP % of Total Revenue 266,113 的 (4,845) (1) 261,268 Customer support 55,943 Professional service and other 107,864 Amortization of acquired technology-based intangible assets 83,500 (1,257) (1) (3,288) (1) (83,500) (2) 54,686 104,576 GAAP-based gross profit and gross margin (%) / Non-GAAP-based gross profit and gross margin (%) 1,229,435 70.6% 92,890 (3) 1,322,325 75.6% Operating expenses Research and development 219,898 (14,680) (1) 205,218 Sales and marketing 344,341 (16,296) (1) 328,045 General and administrative 155,677 (11,664) (1) 144,013 Amortization of acquired customer-based intangible assets 107,884 (107,884) (2) Special charges (recoveries) 24,587 (24,587) (4) GAAP-based income from operations / Non-GAAP-based income from operations 331,016 268,001 (5) 599,017 Other income (expense), net (25,882) 25,882 (6) Provision for income taxes 84,399 (11,610) (7) 72,789 GAAP-based net income / Non-GAAP-based net income, attributable to OpenText 141,557 305,493 (8) 447,050 GAAP-based earnings per share / Non-GAAP-based earnings per share-diluted, attributable to OpenText GA 0.52 1.14 (8) $ 1.66 opentext™ © 2024 Open Text 51#52Reconciliation of Selected Non-GAAP Measures | FY'23 YTD FOOTNOTES 1 Adjustment relates to the exclusion of share-based compensation expense from our Non-GAAP-based operating expenses as this expense is excluded from our internal analysis of operating results. Adjustment relates to the exclusion of amortization expense from our Non-GAAP-based operating expenses as the timing and frequency of amortization expense is dependent on our acquisitions and is hence excluded from our internal analysis of operating results 2 3 GAAP-based and Non-GAAP-based gross profit stated in dollars and gross margin stated as a percentage of total revenue. 4 5 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 6 generally not indicative or related to continuing operations and is therefore excluded from our internal analysis of operating results. Other income (expense) also includes our share of income (losses) from our holdings in investments as a limited partner. We do not actively trade equity securities in these privately held companies nor do we plan our ongoing operations based around any anticipated fundings or distributions from these investments. We exclude gains and losses on these investments as we do not believe they are reflective of our ongoing business and operating results. 7 Adjustment relates to differences between the GAAP-based tax provision rate of approximately 37% and a Non-GAAP-based tax rate of approximately 14%; these rate differences are due to the income tax effects of items that are excluded for the purpose of calculating Non-GAAP-based adjusted net income. Such excluded items include amortization, share-based compensation, special charges (recoveries) and other income (expense), net. Also excluded are tax benefits/expense items unrelated to current period income such as changes in reserves for tax uncertainties and valuation allowance reserves, and "book to return" adjustments for tax return filings and tax assessments. Included is the amount of net tax benefits arising from the internal reorganization that occurred in Fiscal 2017 assumed to be allocable to the current period based on the forecasted utilization period. In arriving at our Non-GAAP-based tax rate of approximately 14%, we analyzed the individual adjusted expenses and took into consideration the impact of statutory tax rates from local jurisdictions incurring the expense. 8 Reconciliation of GAAP-based net income to Non-GAAP-based net income: Six Months Ended December 31, 2022 GAAP-based net income, attributable to OpenText Add: Amortization Share-based compensation Special charges (recoveries) Per share diluted 141,557 $ 0.52 191,384 0.71 52,030 0.19 24,587 0.09 Other (income) expense, net 25,882 0.10 GAAP-based provision for income taxes 84,399 0.31 Non-GAAP-based provision for income taxes (72,789) (0.26) Non-GAAP-based net income, attributable to OpenText $ 447,050 $ 1.66 opentext™ © 2024 Open Text 52 52#53Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) GAAP-based net income, attributable to OpenText Add: Provision for 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 EA Q2 FY'24 37,675 Q2 FY'23 $ 258,486 $ FY'24 YTD 118,576 FY'23 YTD $ 141,557 8,054 50,774 18,406 84,399 139,292 38,715 281,056 79,097 70,784 40,863 147,608 83,500 113,925 53,446 234,117 107,884 33,415 22,858 67,506 46,032 40,175 28,822 77,270 52,030 54,166 10,306 67,960 24,587 68,784 (163,349) 48,614 25,882 $ 566,270 $ 340,921 $ 1,061,113 644,968 Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) (In '000's U.S. dollars) GAAP-based cash flows provided by operating activities Add: 1,534,868 897,440 2.5 % 36.9 % 28.8 % 38.0 % 2,960,297 4.0 % 35.8 % 1,749,476 8.1 % 36.9 % Q2 FY'24 Q2 FY'23 FY'24 YTD FY'23 YTD 350,653 $ 195,170 $ 397,774 $ 327,129 Capital expenditures (1) Free cash flows $ (45,240) 305,413 $ (32,215) 162,955 $ (82,779) 314,995 $ (68,539) 258,590 (1) Defined as "Additions of property and equipment" in the Consolidated Statements of Cash Flows. opentext™ © 2024 Open Text 53#54Reconciliation of Adjusted EBITDA and Free Cash Flows (In '000's U.S. dollars) Adjusted EBITDA FY'14 FY'15 FY'16 FY'17 FY'18 FY'19 FY'20 FY'21 FY"22 FY'23 GAAP-based net income, attributable to OpenText $ 218,125 $ 234,327 $ 284,477 $ 1,025,659 $ 242,224 $ 285,501 $ 234,225 $ 310,672 $ 397,090 $ 150,379 Add: Provision for (recovery of) income taxes 58,461 31,638 6,282 (776,364) 143,826 154,937 110,837 339,906 118,752 70,767 Interest and other related expense, net 27,934 54,620 76,363 120,892 138,540 136,592 146,378 151,567 157,880 329,428 Amortization of acquired technology-based intangible assets 69,917 81,002 74,238 130,556 185,868 183,385 205,717 218,796 198,607 223,184 Amortization of acquired customer-based intangible assets 81,023 108,239 113,201 150,842 184,118 189,827 219,559 216,544 217,105 326,406 Depreciation 35,237 50,906 54,929 64,318 86,943 97,716 89,458 85,265 88,241 107,761 Share-based compensation 19,906 22,047 25,978 30,507 27,594 26,770 29,532 51,969 69,556 130,302 Special charges (recoveries) 31,314 12,823 34,846 63,618 29,211 35,719 100,428 1,748 46,873 169,159 Other (income) expense, net (3,941) 28,047 1,423 (15,743) (17,973) (10,156) 11,946 (61,434) (29,118) (34,469) Adjusted EBITDA $ 537,976 $ 623,649 $ 671,737 $ 794,285 $ 1,020,351 $ 1,100,291 $ 1,148,080 $ 1,315,033 $ 1,264,986 $ 1,472,917 Total revenue GAAP-based net income margin Adjusted EBITDA margin (% of total revenue) $ 1,624,699 $ 1,851,917 13.4 % 33.1 % 12.7 % 33.7 % $ 1,824,228 15.6 % 36.8 % $ 2,291,057 $ 2,815,241 44.8 % 34.7 % 8.6 % 36.2 % $ 2,868,755 10.0 % 38.4 % $ 3,109,736 7.5 % 36.9 % $ 3,386,115 9.2 % 38.8 % $ 3,493,844 11.4 % 36.2 % $ 4,484,980 3.4 % 32.8 % Free Cash Flows GAAP-based cash flows provided by operating activities (1) $ 417,096 $ 522,055 $ 523,663 $ 440,353 $ 708,081 $ 876,278 $ 954,536 $ 876,120 $ 981,810 $ 779,205 Add: Capital expenditures (2) (42,268) (77,046) (70,009) Free cash flows $ 374,828 $ 445,009 $ 453,654 $ (79,592) 360,761 (105,318) $ 602,763 $ (63,837) 812,441 $ (72,709) 881,827 $ (63,675) 812,445 $ (93,109) 888,701 (123,832) $ 655,373 (1) Effective July 1, 2018, we adopted ASU No. 2016-18 using the retrospective method. Fiscal years 2014-2020 have been adjusted retrospectively to conform to current period presentation while fiscal years 2012-2013 are presented prior to adoption of ASU 2016-18. (2) Defined as "Additions of property & equipment" in the Consolidated Statements of Cash Flows. opentext™ © 2024 Open Text 54 52#55opentext™