OpenText to Acquire Micro Focus International plc(LSE: MCRO, NYSE (ADS): MFGP)
NASDAQ: OTEX | TSX: OTEX
August 25, 2022

Safe Harbor and IP Statement
This presentation is not intended to and does not constitute or form any part of an offer to purchase, or solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer topurchase would be unlawful.
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 of1934, 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. 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. 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 andprojections about the operating environment, economies and markets in which we operate. Projected financial information with respect to the Enlarged Group, including revenue, A-EBITDA, cloud revenue, cost synergies and net
debt/A-EBITDA, constitutes forward-looking statements and should not be relied upon as being necessarily indicative of future results and is for illustrative purposes only. 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. Ourestimates, 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 noassurance that such estimates, beliefs and assumptions will prove to be correct.
These forward-looking statements involve known and unknown risks and uncertainties, such as those relating to the inability to obtain required regulatory approvals for the proposed acquisition by us (through our wholly-owned
subsidiary) (the Proposed Acquisition), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect, following completion of the Proposed Acquisition(if completed), the enlarged group (the Enlarged Group) or the expected benefits of the Proposed Acquisition (including as noted in any forward-looking financial information), the inability to obtain certain shareholder approvals of
the Proposed Acquisition, the risk that a condition to closing of the Proposed Acquisition may not be satisfied on a timely basis or at all, the failure of the Proposed Acquisition to close for any other reason, uncertainties as toaccess to available financing (including refinancing of debt) on a timely basis and on reasonable terms, the expected effects of the Proposed Acquisition, on us, the acquired company and, following completion of the Proposed
Acquisition (if completed), the Enlarged Group, the expected timing and scope of the Proposed Acquisition, all statements regarding our (and the Enlarged Group’s) expected future financial position, results of operations, cash
flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, the timing impact and other uncertainties of future or planned
acquisitions or disposals or offers, the inability of the Enlarged Group to realize successfully any anticipated synergy benefits when the Proposed Acquisition is implemented (including changes to the board and/or employee
composition of the Enlarged Group), our inability to integrate successfully the acquired company’s operations and programs when the Proposed Acquisition (if completed) is implemented, the Enlarged Group incurring and/or
experiencing unanticipated costs and/or delays (including IT system failures, cyber-crime, fraud and pension scheme liabilities), or difficulties relating to the Proposed Acquisition when the Proposed Acquisition (if completed) is
implemented, actual and potential risks and uncertainties relating to the ultimate geographic spread of COVID-19, the severity and duration of the COVID-19 pandemic and issues relating to the resurgence of COVID-19 and/or
new strains or variants of COVID-19, including actions that have been and may be taken by governmental authorities to contain COVID-19 or to treat its impact, including the availability, effectiveness and use of treatments andvaccines, and the effect on the global economy and financial markets as well as the potential adverse effect on our business, operations, and financial performance, the impact of the Russia-Ukraine conflict on our business andthe Enlarged Group, including our decision to cease all direct business in Russia and Belarus and with known Russian-owned companies, as well as our ability to develop, protect and maintain our intellectual property andproprietary 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 businessobjectives.
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. For additional information with respect to risks and other factors which could materially affect our business, financial condition,
operating results and prospects, including these forward- looking statements, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings we make with the Securities and Exchange
Commission (SEC) and other securities regulators. For these reasons, we caution you not to place undue reliance upon any forward-looking statements.
Information regarding the acquired company and its financial results was derived from information filed by the acquired company with the SEC, including its Interim Results for six-months ended April 30, 2022 reported on Form 6K, its Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F and its earnings press release for the year-ended October 31, 2021, filed on Form 6-K on February 8, 2022. Information regarding theacquired company is qualified entirely by reference to those reports.
OpenText ©2022 All rights reserved2Call ParticipantsMark J. Barrenechea

Madhu Ranganathan

CEO & CTO

EVP, CFO

OpenText ©2022 All rights reserved

3OpenText: A Proven Track Record
Market Expansion and Value Creation

Today
Micro Focus
Expands Digital
Transformation Capabilities

TODAY’s Announcement

We power and protect information

Expanding OpenText’s Leadership in
Enabling Digital Transformations

2021

Value creation

Zix: a top
Microsoft
SMB/C partner

2022
Titanium2019
Carbonite: new
SMB/C market

2014
2005
1991
Foundation out ofUniversity ofWaterloo

GXS: Cloud andBusiness Network

Cloud Editions:
Modern Cloud
Platform

Our Purpose:
To elevate every person and everyorganization to gain the information
advantage
Our Passion:

2017

2005
1996

2020

Documentum:
now #1 in Content
Services

Content
Services Market

Our Mission:

IXOS: top
SAP
partnership

IPO on Nasdaq

Deliver compelling innovations that provide our
CUSTOMERS a competitive advantage
An inclusive environment where passionate,skilled, and diverse EMPLOYEES thrive
Deliver SHAREHOLDER value through growth,
profits and capital efficiency improvements

30 Year History

OpenText ©2022 All rights reserved4Transaction Overview
Purchase Price and Closing Conditions
Approximately• $6.0B Enterprise value (inclusive of Micro Focus’ cash and debt)• 2.2x pro forma TTM Micro Focus revenues(1)• 6.3x pro forma TTM Micro Focus A-EBITDA(2)To be funded with
• OpenText’s existing cash on hand and revolver• Approximately $4.6B in new committed debt financing• No equity
Subject to• Micro Focus shareholder approval• Regulatory approval• Customary closing conditions

Projected Financial Impact• One of the world’s largest software and cloud companies• Approximately doubling our Total Addressable Market to $170B(3)• Expected combined company of approximately(4):• ~$6.2B annualized total revenue• ~$2.2B annualized A-EBITDA(5)• Upper quartile A-EBITDA and expansion• Upper quartile Free Cash Flows (FCF) and expansion• Expected cost synergies of approximately $400M(6)• On OpenText operating model within 6 quarters of closing• Return to net leverage ratio(7) of <3x within 8 quarters of closing

Expected to close first calendar quarter of 2023

Significant TAM Expansion, Cloud Growth Opportunity and FCF Expansion
1. Pro forma trailing twelve months (TTM) revenue represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue
2. Pro forma TTM A-EBITDA represents Micro Focus’ unaudited proforma A-EBITDA for the twelve months ended April 30, 2022, excluding Digital Safe
3. Estimates based on market reports from independent industry analysis firms including Gartner and IDC
4. Figures on a pro forma basis. Please refer to OpenText’s “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, and footnotes #1
and #2 of this slide

5. A reconciliation of this forward-looking non-GAAP measure is not feasible without unreasonable efforts because of the unpredictability of the items that would be excluded from non-GAAP measures for the combined company
6. Includes Micro Focus’ previously announced cost savings program of $300 million (net of inflation), as well as approximately $100 million of additional cost synergies
7. Consolidated Net Leverage Ratio (pro forma) is calculated using bank covenant methodology

OpenText ©2022 All rights reserved5Industrial Thesis
Increasingly complex world…

…creates an urgent imperative to accelerate Digital Transformations•

Supply chain$1T+in business value expected to be unlocked through Cloud adoption(1)•Trust and Cyber75%

of executives cite talent availability as main adoption risk factor for IT automation
technologies(2)•Inflation$1.2T

global scale and reach of software market by 2026 (from $795B in 2022)(3)•Talent & workforce changes

7-yearacceleration in adoption of digital or digitally enabled products(4)•Ongoing pandemic

11

stakeholders involved in average technology buying decisions – can go up to 20(5)•Geopolitical$6.3T

business investment expected in digitalization & digital transformation by 2024 torun and operate anywhere(6)•Climate53%of organizations having enterprise-wide digital transformation strategy(7)Key Digital Transformation Capabilities

Run AnywhereHybrid Cloud

Global scale

Modernization ofApps & IT
Services

1. https://www.mckinsey.com/industries/technology-media-and-telecommunications/our-insights/cloudmigration-opportunity-business-value-grows-but-missteps-abound2. https://www.gartner.com/en/newsroom/press-releases/2021-09-13-gartner-survey-reveals-talentshortages-as-biggest-barrier-to-emerging-technologies-adoption
3. IDC Worldwide Software Taxonomy, 2022

Security, Trustand Compliance
Needs
4.
5.
6.
7.

Analytics
ML/AI

Accelerated time
to valuehttps://www.mckinsey.com/business-functions/strategy-and-corporate-finance/our-insights/how-covid19-has-pushed-companies-over-the-technology-tipping-point-and-transformed-business-forever“The Future of Sales in 2025: A Gartner Trend Insight Report,” Gartner
IDC FutureScape: Worldwide Digital Transformation 2022 Predictions
IDC FutureScape: Worldwide Digital Transformation 2022 Presentation

Access to Critical
Skills

OpenText ©2022 All rights reserved

6Enhancing Leadership in Enabling Digital Transformations
Information Management(1)Content
Services
26%

OpenText

Security
22%$92B
DigitalExperience28%

Micro Focus•

46 years of innovation•

Significant expansion of addressable market•

Expands strategic presence in high value businesseso Enhances capabilities in:o Cyber resilience and Information GovernanceBusiness
Network
24%

Portfolio
Management
4%o Adds capabilities in:
o
o
o
o

$170B

Analytic
Platforms
6%

Storage andContent
15%

Security
14%

Strategic Importance of Micro Focus

Application
Development
18%

$78B
Application
Infrastructure
7%

Application Development
Application Modernization
Advanced Analytics
Information Technology Operations•

Further strengthens industry expertise•

Broadens and deepens touchpoints with customers including
many of the Fortune 500•

Scales partner ecosystem and our strategic importance

IT Operations36%

1. Estimates based on market reports from independent industry analysis firms including Gartner and IDC

OpenText ©2022 All rights reserved

7

OpenText and Micro Focus Snapshot
Micro Focus(3)OpenText$3.5B

Waterloo, CA

F’22 Revenue

Total Revenue F’22 ($M) by Product Type:

Headquarters

8%(FY ended June 30, 2022)$2.7B
TTM Revenue(4)Newbury, UK

Total Revenue TTM ($M)

Headquarters
25%

10%
44%

~14,800

82%

Customer Support: $1,331

Employees

ARR(1)(as of June 30, 2022)

Cloud: $1,535

38%

6%
64%

License: $358

69%

~11,000

Professional service: $270

ARR(4)(5)

Employees

$1.3B

36.2%

$942M

35.3%

A-EBITDA(2)A-EBITDA Margin %(2)

A-EBITDA(6)A-EBITDA Margin %(6)Total Revenue F’22 ($M) by Geography:

FCF(2)

Americas: $2,187

29%

$253M

100+
Countries generating
revenue

22%

A-FCF(7)

EMEA: $1,026

9.5%
A-FCF as % of TTM
Revenue(4)(7)Asia Pacific: $280

1M+ Trading Partners
22,000 MSPs

18%

26%

Application Modernization &Connectivity: $468
Application Delivery
Management: $587
IT Operations
Management: $690
Cyber Resilience: $597
Information Management &Governance: $325

Geography TTM ($M)
13%

63%

Strategic Partners

12%

22%

8%

25.4%
FCF as % of Total
Revenue

5%

Product Group TTM ($M)

Total revenues: $3.5Bn$889M

Maintenance: $1,705
SaaS & Other Recurring: $136
Consulting: $169
License: $656

Total revenues: $3.5Bn

7,500+
Global Partners

180+
Countries generating
revenue48%
39%

North America (NAM): $1,271
International: $1,052
APJ*: $343
*Asia-Pacific & Japan

1. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue
2. 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
3. For Micro Focus, financial statement numbers are based upon IFRS, as disclosed in their 20-F filings. Please refer to their full year results in their investor presentation and earnings press release for the year-ended October 31, 2021, Please refer to Micro Focus’ Annual Report and Accounts for the year ended October 31, 2021 on
Form 20-F under “Segment Reporting” and Micro Focus’ Interim Results for the six-months ended April 30, 2022, on Form 6-K under “Alternative Performance Measures” for certain reconciliations

4. Pro forma TTM revenue is a non-GAAP financial measure and represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue
5. ARR is defined as the sum of SaaS and other recurring and Maintenance revenues
6. Pro forma TTM A-EBITDA represents Micro Focus’ unaudited proforma A-EBITDA for the twelve months ended April 30, 2022, excluding Digital Safe A-EBITDA
7. Adjusted Free cash flow is based on Free cash flow for the twelve months ended April 30, 2022, excluding Digital Safe as provided by Micro Focus in their earnings press release

OpenText ©2022 All rights reserved

8Strategic Rationale
Significant Free Cash Flows and Return Micro Focus to Organic Growth

OpenText is well-positioned for this acquisition

Right Asset

Right Time•We are executing very well

Micro Focus Strengths•

Strong financial position••

Experienced leadership ready to scale

Strong leadership position in key
complementary strategic markets•

More favorable financial conditions•

Marquee customer base•

Proven value creation track record with
the OpenText Business System:•

Offers significant expansion ofinternational presence•

Valuable intellectual property•

Strong A-EBITDA dollars

Opportunities to add value•

Uplift install base to cloud•Applications modernization•

Improved renewals

Right Opportunity for
Significant Value Creation
Revenue Growth• Return Micro Focus to organic growth• Accelerated cloud growth• Best-in-class ARR renewals
Profitability• Upper quartile A-EBITDA• Upper quartile Free Cash Flows• A-EBITDA and FCF expansion• Significant earnings expansion
Capital efficiency• Rapid 8 quarter deleveraging plan
• Continued Dividend program(1)1. Declaration of dividend subject to board discretion

OpenText ©2022 All rights reserved

9Expands Strategic Presence in High Value Businesses
Increases Strategic Value to Customers
Micro Focus
OpenText
Information Management for Organizations of All Sizes
Business Network

Experience

Content Services

Cyber Resilience

Applications Delivery & Modernization
Advanced Analytics

Service
Management

Customers

Supply Chain Ops

Customer Ops

Business Ops

Security Ops

Applications Ops

Tech Ops

OpenText

Business Network
Cloud

Experience
Cloud

Content Cloud

Security Cloud

Developer Cloud

Information
Management &Governance

Security

MarketMicro Focus

Application
Delivery &Management

Application
Modernization &Connectivity

IT Operations
Management

Expands breadth of Digital Transformation capabilities
Broadens and deepens strategic touchpoints, buyer groups

OpenText ©2022 All rights reserved10Micro Focus: A Market Leader in Key Industry Segments(1)

Employee innovation

Market Leading Innovation~11,000
Employees~40%
Of employees dedicated to
Research & Development

1. Source: various Forrester and Gartner reports

OpenText ©2022 All rights reserved

11Strengthens and Deepens Presence in Global 10,000
OpenText with Micro Focus
20 out of top 20 Manufacturing
20 out of top 20 Oil & Gas

98of the 100 largest
companies in theworld(1) are
Customers

Significantly expands
OpenText’s global presence(2)20 out of top 20 Telecom
18 out of top 20 Utilities
20 out of top 20 Federal Governments
20 out of top 20 Financial Services

North
America~50%
increase

EMEA

APJ*

~50%
increase~100%
increase

20 out of top 20 Retail*Asia-Pacific &Japan

18 out of top 20 High Tech
20 out of top 20 Automotive
19 out of top 20 Life Sciences
20 out of top 20 Healthcare
20 out of top 20 Transportation

1. Source: Dun & Bradstreet and internal estimates
2. The estimated increase is based on the combined revenue of OpenText’s F’22 revenue and Micro Focus’ TTM unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue

OpenText ©2022 All rights reserved

12Growth Opportunity: Cloud and SaaS
Uplift Micro Focus Customers to Cloud
F’22

Micro Focus SaaS
Revenue(1)$1,535M$136M

44% of total revenue

5% of total revenue

OpenText Cloud

OpenText: Proven Record ofUplift to Cloud

Future Opportunity

Cloud and Subscriptions Revenue($M)(2)

Micro Focus’ SaaS and Other
Recurring Revenue ($M)(1)(2)

OpenText Cloud Highlights• Cloud is OpenText’s largest
revenue stream$1,535753%
44%• 3,000+ private cloud customers• 11M public cloud subscribers• $466M incremental enterprisecloud bookings in F’22(3)• Targeting 15%+ cloud bookings

$136
$180

5%
<5%

13%

(2)

F’13

F’22

Today

OpenText
Value Add

Futuregrowth in F’23

• Organic cloud growth accelerating
1. Pro forma TTM revenue represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue. Any forecast of future revenue is a forecasted projection only
2. The percentages are calculated using OpenText’s F’22 Total Revenue and Micro Focus’ percentage is calculated using Micro Focus’ TTM revenue for the twelve months ended April 30, 2022, excluding Digital Safe
3. Enterprise cloud bookings is defined 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, excluding theimpact of Carbonite and Zix.

OpenText ©2022 All rights reserved

13Growth Opportunity: Customer Support and MaintenancePowerful Source of Recurring Cash Flow
OpenText
Customer Support

Micro Focus
Maintenance(1)F’22$1,705M$1,331M
38% of total revenue

64% of total revenue

Off-CloudRenewal %Off-CloudRenewal %94%

Opportunity

OpenText has improved its Customer
Support to License ratio from F’13 toF’22 through:• Strong renewals• Annual price adjustments• Premium support and• Other value offerings

OpenText

Future Opportunity

Customer Support Revenue(US$M)

Micro Focus’
Maintenance Revenue (US$M)(1)$1,331$658

44%$1,705
OpenText
Value Add

F’13
F’13

F’22
F’22

Today

CS to License Ratio

2.4x

FutureCS to License Ratio

3.7x

2.6x

> 2.6xExpansion opportunity to upsell and migrate more workloads to the cloud
1. Pro forma TTM revenue represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue. Any forecast of future revenue is a forecasted projection only

OpenText ©2022 All rights reserved

14Growth Opportunity: Annual Recurring Revenue
Uplift Micro Focus Customers to the Cloud and Apply OpenText Best Practices to Renewals
Compelling Products and Customer Satisfaction are the Foundations for Growth

OpenText

Micro Focus

ARR(1)

ARR(3)

F’22

$2.9B

$1.8B

82%

69%

of total revenueof total revenue

94%

Opportunity

Renewal Rate(2)Renewal Rate

OpenText Best Practices• Feature-rich product releases• Premium support offerings including security updates• Annual price adjustments• First year maintenance• Extended support offerings• Direct customer engagement• Compelling self-service applications and tools• Every 100 bps of improvement in Micro Focus’ Renewal rate is worth $15M-$20M in incremental revenue at high margin• Every 400 bps of net renewal rate uplift is worth approximately 1% of incremental organic growth to combined company
1. Annual recurring revenue (ARR) is defined as the sum of cloud services and subscriptions revenue and customer support revenue
2. Average renewal rates for off-cloud and cloud for the full fiscal year ended June 30, 2022
3. ARR is defined as the sum of SaaS and other recurring and Maintenance revenues. Pro forma TTM revenue represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding
Digital Safe revenue

OpenText ©2022 All rights reserved

15

Growth Opportunity: License and Professional Services
Innovate for Off-Cloud and Offer Micro Focus Customers Multiple Paths to OpenText Cloud

LicenseOpenText
LicenseProfessional Services
Micro Focus
License(1)OpenText Professional
Services

F’22

Micro Focus
Consulting(1)

F’22

$358M

$656M

$270M

$169M

10% of total revenue

25% of total revenue

8% of total revenue

6% of total revenue

License % of revenue
F’13

F’22

75% of executives cite talent availability as main

20%

10%

adoption risk for IT automation technologies(2)•License remains a preferred choice for some of the world’s largest
customers•

It is a hybrid world, customers can run license anywhere, off-cloudor cloud••

Creates long-term opportunity for customer support
Expansion opportunity to upsell and migrate more workloads to the
cloud

•
•
•

Critical capacity to deliver strategic value to customers•

Optimal for large enterprises with complex cloud and off-cloudenvironments and where failure is not an option

Core enabler for uplifting Micro Focus’ customers to the cloud
Key differentiator for maintaining and uplifting mission critical
10%
applications where talent pools are scarce

1. Pro forma TTM revenue represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue.
2. https://www.gartner.com/en/newsroom/press-releases/2021-09-13-gartner-survey-reveals-talent-shortages-as-biggest-barrier-to-emerging-technologies-adoption

OpenText ©2022 All rights reserved

16Products & Technology: Accelerate Micro Focus Innovation
Apply OpenText’s Strong Track Record of Innovation to Micro Focus

Titanium
Red OxygenBlue Carbon

Cloud Editions(2013)(2015)(2020)

Micro Focus(2022)

Product Group TTM ($M)

Run Anywhere | Off-Cloud | Private Cloud | Public Cloud | API
12%

Five new productsuitesOne GTM for onprem & cloudIntegration & easeof deployment

OpenText BusinessNetwork & Magellan

Information
Management on
the cloud – deploy& run anywhere• An open, integrated information platform

18%

22%

• Common platform for OpenText software• Accessible through OpenText public APIs

(1)

22%

26%

Application Modernization &Connectivity: $468
Application Delivery
Management: $587
IT Operations
Management: $690
Cyber Resilience: $597
Information Management &Governance: $325

Apply Titanium
methodologies to
Micro Focus products

Today

Uplift Micro Focus
customers to
the Cloud

80%+ of our investments in cloud technologies
OpenText has a proven track record transitioning off cloud products to cloud
1. Pro forma TTM revenue represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue

OpenText ©2022 All rights reserved17Significant Expansion in GTM Coverage and Partners
Leverage OpenText’s Channel and Digital Distribution Capabilities
Target Organizations

Go-to-Market Motions

OpenText

Micro Focus

Large
Enterprise

Direct Sales

3,000+
field facing
professionals~2,300 sales
incremental
country coverage

Strategic partners
1M+ trading partners

7,500+
Partners
GSIs
hyperscalers

22,000+MSPs

Opportunity

OpenText
Zone

Opportunity

Global Accounts
Enterprise Accounts

1,000+ employees

Corporate Accounts

Strategic Partners

Mid-Market
Enterprise
500-999 employees

Channel Partners
VARs

Distributors

MSPs

RMMs

SMB/C
<499 employees
Digital

OpenText ©2022 All rights reserved

18Powerful Cash Generation and Future Synergies
OpenText

Micro Focus

A-EBITDA(1)FCF(1)

A-EBITDA(2)A-FCF(3)

$1.3B

$889M

$942M

$253M

A-EBITDA %(1)

FCF % of Total
Revenues(1)A-EBITDA %(2)

A-FCF % of Total
Revenues(4)

36.2%

25.4%
70% FCF to A-EBITDA

35.3%

9.5%
27% A-FCF to A-EBITDA

Expected Cost Synergies• Including Micro Focus’(5) previously
announced cost savings program of$300M (net of inflation)• $100M in expected additional costsynergies over the next 24 months

Opportunity to Uplift Micro Focus’ A-EBITDA to FCF conversion to OpenText standards
1. Please refer to “Use of Non-GAAP Financial Measures” in the investor presentation for the year-ended June 30, 2022 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
2. Pro forma TTM A-EBITDA represents Micro Focus’ unaudited proforma A-EBITDA for the twelve months ended April 30, 2022, excluding Digital Safe
OpenText ©2022 All rights reserved
3. Adjusted Free cash flow is based on Free cash flow for the twelve months ended April 30, 2022, excluding Digital Safe as provided by Micro Focus in their earnings press release
4. Pro forma TTM revenue represents Micro Focus’ unaudited proforma revenue for the twelve months ended April 30, 2022, excluding Digital Safe revenue.
5. Based on Micro Focus Strategy Day Presentation as of November 30, 2021

19

The OpenText Business System
Micro Focus Will Benefit from the OpenText Business System
Total Growth••Commitment to our Total Growth Strategy, including acquisitions
Accelerated Cloud Growth

Total Innovation
Total
Innovation

Ecosystem
Building••

Our objective to be the leader in each of our market domains
Rapid innovation cycles of every 90 days

Operational Excellence

Total
GrowthBest
Teams

Operational
Excellence•••

Best-in-class renewal rates
Upper quartile A-EBITDA and expansion
Upper quartile FCF and expansion

Best Teams••

A belief that best teams win
A culture of teams and collaboration

Inclusion
Inclusion

Digitalization&
Sustainability••

Market leading ambitions with The OpenText Zero-In Pledge
An operating approach where growth is Inclusive and Sustainable

Digitalization & Sustainability••

A frictionless business through comprehensive automation
Enabling green ledgers and bottom lines

OpenText ©2022 All rights reserved

20Integration Execution Framework
OpenText Continues Strong ExecutionToday

1st 6 months

Pre-Acquisition

2nd 6 months

3rd 6 months

F’25+

Post– Acquisition Execution Evolution

Revenue & Growth

Total growth
Accelerating cloud growth
80%+ ARR

Engage customers on visionand benefits

Begin uplift Micro Focus
installed base to cloudContinue Micro Focus uplift to
cloud

Micro Focus generates
organic growth
Cloud returns as largest
revenue stream

Profitability & Cash
Flows

Upper quartile A-EBITDA
Strong FCF generation

Maintain upper quartile AEBITDA for both companies
Eliminate duplicative costs
Continue Micro Focus savings

Improved A-EBITDA to FCF
conversion at Micro Focus

Micro Focus on OpenText
A-EBITDA model

Maintain F’25 A-EBITDA
aspirations of 37%-39%(1)Renewals

94% off-cloud
94% cloudApply OpenText renewal bestpractices

Deliver improvements in Micro
Focus renewals

Continued improvement in
Micro Focus renewals

Micro Focus renewals at
OpenText standards

Products

Titanium innovation roadmap

Analyze and refine converged
Titanium roadmap

Begin alignment of Micro
Focus products with Titanium

Continue integrating Micro
Focus with Titanium

Complete integration of Micro
Focus with Titanium

Tracking to full G10K coverage
by end of C’23

Analyze and refine converged
GTM roadmap

Begin GTM alignment

Continue GTM alignment

Complete GTM alignment

Deleveraging and Continuationof Dividend Program

Deleveraging andContinuation of Dividend
ProgramDeleveraging andContinuation of Dividend
Program<3x Leverage
Net Debt to A-EBITDA(1)within 8 quarters

Sales

Capital Allocation
leverage & other

OpenText Business System
1. Please refer to “Reconciliation of selected GAAP-based measures to non-GAAP-based measures” included within our current and historical filings on forms 10Q, 10K and 8-K

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21Value Creation Model

Total
Revenue
GrowthTotal Revenue Growth

•
•
•
•

Total revenue growth
Sustained organic growth
Uplift Micro Focus customers to the cloud
Improve Micro Focus renewal businessProfitability

•
•
•
•

Expected cost synergies
Upper quartile A-EBITDA and expansion
Upper quartile FCF and expansion
Significant earnings growth•

Rapid 8 quarter deleveraging program
Continuation of Dividend Program(1)Value
CapitalEfficiency

Profitability

Capital Efficiency •1. Declaration of dividend subject to board discretion

OpenText ©2022 All rights reserved

22

Rapid 8 Quarter Deleveraging Program(1)(2)

Uplift Micro Focus
products, go-to-market andrenewals to OpenText
standards

10 consecutive years ofincreased dividends paid

Net Debt to A-EBITDA(3)Dividends Paid (US$M)
Maintain upper quartile
A-EBITDA

3.8x

<3x
$238
$211

Maintain upper quartile
FCF

$169

$189

$146
$121
$75

Closing

4 quarters

8 quarters

FCF prioritized fordeleveraging

$88

$99

F'15

F'16

$18

F'13

F'14

F'17

F'18

F'19

F'20

F'21

F'22

$1.35B returned to shareholders since
F’13

Continuation of Dividend Program(4)1. Numbers are approximate
2. Assumes closing by first calendar quarter 2023, maintain dividend program, no new acquisitions
3. Please refer to “Reconciliation of selected GAAP-based measures to non-GAAP-based measures” included within our current and historical filings on forms 10Q, 10K and 8-K
4. Declaration of dividend subject to board discretion

OpenText ©2022 All rights reserved23

Our Commitments

Return Micro Focus to organic growthUpper quartile A-EBITDA and expansion

Accelerate Micro Focus cloud growth andimprove Micro Focus renewals

Upper quartile Free Cash Flow and expansion

Leverage proven OpenText Business System
to drive accretive integration of Micro Focus

Rapid 8-quarter deleveraging program

Provide investors with enhanced visibility into
the high value business areas

Continuation of dividend program(1)1. Declaration of dividend subject to board discretion

OpenText ©2022 All rights reserved

24Additional Information
Disclosure requirements of the UK City Code on Takeovers and Mergers
Under Rule 8.3(a) of the UK City Code on Takeovers and Mergers (the Code), any person who is interested in 1 percent or more of any class of relevant securities of an offeree company or of any securities exchange offeror(being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on
the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror isfirst identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 percent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if theperson deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, andrights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any ofthem (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website athttps://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Additional Information
U.S. shareholders (and the acquired company’s ADS holders) should note that the Proposed Acquisition relates to an offer for the shares of a UK company that is a “foreign private issuer” as defined under Rule 3b-4 of the
Exchange Act and is being made by means of a scheme of arrangement provided for under English company law. The Proposed Acquisition, implemented by way of a scheme of arrangement, is not subject to the tender offer
rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Proposed Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable to a scheme of arrangement involving atarget company in the UK listed on the London Stock Exchange, which differ from the requirements of the U.S. tender offer and proxy solicitation rules. If, in the future, we exercise our right to implement the Proposed Acquisition
by way of a takeover offer and determines to extend the takeover offer into the United States, the Proposed Acquisition will be made in compliance with applicable U.S. securities laws and regulations, including Sections 14(d) and14(e) of the Exchange Act and Regulations 14D and 14E thereunder. Such a takeover offer would be made in the United States by us or our wholly-owned subsidiary and no one else.
Use of Non-GAAP measures.
This presentation includes certain financial measures that the SEC defines as “non-GAAP measures.” Please refer to OpenText’s “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 for more information on the use of non-GAAP measures. Please refer to theacquired company’s Annual Report and Accounts for the year ended October 31, 2021 on Form 20-F for a reconciliation of Adjusted EBITDA under Segmental Reporting. Reconciliation of certain forward-looking non-GAAP
measure would not be feasible without unreasonable efforts because of the unpredictability of the items that would be excluded from non-GAAP measures for the combined company.

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