NUIX LIMITED — Investor Presentation 2021

Aug 29, 2021

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MARKET RELEASE

30 August 2021

FY21 Financial Results Investor Presentation

Please see attached the Full Year 2021 Financial Results Investor Presentation.

This announcement is authorised by the Board of Nuix.

Investor Contact

Media Contact

Brett Dimon Helen McCombie Head of Investor Relations Citadel-MAGNUS +61 (0)410 671 357 +61 (0)411 756 248 brett.dimon@nuix.com hmccombie@citadelmagnus.com

About Nuix

Nuix Limited is a leading provider of investigative analytics and intelligence software, with the vision of “finding truth in a digital world”. Nuix helps customers to process, normalise, index, enrich and analyse data from a multitude of different sources, solving many of their complex data challenges. The Nuix platform supports a range of use cases, including criminal investigations, financial crime, litigation support, employee and insider investigations, legal eDiscovery, data protection and privacy, and data governance and regulatory compliance. Headquartered in Sydney, Australia, Nuix licenses its software to more than 1,000 customers across 79 countries in North America, Asia Pacific and EMEA.

For further information, please visit investors.nuix.com

Nuix Limited ABN 80 117 140 235 Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

FY21 Financial Results

Presenters:

Rod Vawdrey, Chief Executive Officer Chad Barton, Interim Chief Financial Officer

ASX: NXL | nuix.com

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Disclaimer

The material contained in this document is a presentation of general information about Nuix Limited’s activities current as at the date of this presentation (30 August 2021). It is provided in summary and does not purport to be complete.

This information has been prepared by Nuix Limited without taking account of any person's objectives, financial situation or needs and because of that, you should, before acting on any information, consider the appropriateness of the information having regard to your own objectives, financial situation and needs. You should not rely upon it as advice for investment purposes. These factors should be considered, with or without professional advice, when deciding if an investment is appropriate.

To the extent permitted by law, no responsibility for any loss arising in any way (including by way of negligence) from anyone acting or refraining from acting as a result of this material is accepted by Nuix Limited, including any of its related bodies corporate.

This document may contain forward looking statements with respect to the financial condition, results of operations, and business strategy of Nuix Limited. These forward-looking statements are based on estimates, projections, and assumptions made by Nuix Limited about circumstances and events that have not yet taken place. Although Nuix Limited believes the forward-looking statements to be reasonable, they are not certain. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that are in some cases beyond Nuix Limited’s control, and which may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results). Nuix Limited makes no representation or warranty as to the accuracy of any forward-looking statements in this document and undue reliance should not be placed upon such statements.

Forward-looking statements may be identified by words such as “aim”, “anticipate”, “assume”, “continue”, “could”, “estimate”, “expect”, “intend”, “may,” “plan”, “predict”, “should”, “will”, or “would", or the negative of such terms or other similar expressions that are predictions of or otherwise indicate future events or trends.

The forward-looking statements included in this document speak only as of the date of this document. Nuix Limited does not intend to update the forward-looking statements in this document in the future.

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Chairman’s opening remarks

Jeff Bleich

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• Strengthening Leadership Business Strategic Culture and renewal fundamentals initiatives

• governance purpose • Establishment of • CEO succession • Sustained and grown • Investment in • Clear expectations on Independent Board underway with high loyal global customer engineering and sales behaviours and values Sub-Committee calibre field of base capability – Emphasis on

• candidates

• • Pending appointment of • Retained and attracted • Constant testing and stability and team ‘

• two additional • Appointed experienced exceptional talent refresh of go to market’ cohesion experienced ASX-listed acting CFO • strategy – Accelerated Nuix Engine Sharpening

• independent NEDs and Head of Investor move into the cloud • Considering bolt-on incentives to drive Relations

• • Increased internal risk • M&A to accelerate performance Progress on transition

• management to Software as a Service growth – Investing in staff capabilities (SaaS) wellbeing programs

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Agenda

FY21 HIGHLIGHTS

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FINANCIAL RESULTS

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OUTLOOK

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About Nuix

Nuix transforms large amounts of unstructured data into actionable intelligence at scale and speed

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A Fully
Integrated
Platform
Open, extensible, and
intuitive for users
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Investigative Analytics Identify intelligence, patterns, and correlations that no human could otherwise find

The Patented Nuix Engine

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An End-to-End
Solution
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A supercharged data processing, search, and intelligence platform

Products that solve realworld problems, from the endpoint to the courtroom

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Our People

We hire the best and build their expertise into our software

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FY21 Key Financial Metrics

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Statutory Revenue Annualised Contract Value (ACV) [1] Pro forma EBITDA [3]
$176.1m $165.6m $66.7m
Up 0.1% on FY20 Down 1.7% on FY20 Up 20.2% on FY20
Up 7.4% on constant currency basis [2] Up 4.1% on constant currency basis Up 31.3% on constant currency basis
Gross Margin Customer Churn [1] Net Dollar Retention (NDR) [1]
89.3% 3.7% 95.5%
Up from 88.2% in FY20 Down from 4.7% in FY20 Down from 107% in FY20
89.3% in constant currency 3.7% in constant currency 100.8% in constant currency
Subscription ACV [1] Consumption ACV [1] Net Cash
89% $20.2m $70.9m
Up from 84% in FY20 Up 12.1% on FY20 Up from $38.5m in FY20
88% in constant currency Up 22.4% in constant currency
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Notes:

1. Refer Glossary for a detailed definition of Annualised Contract Value (ACV), Customer Churn, Net Dollar Retention (NDR), Subscription ACV and Consumption ACV

2. Refer page 35 for comments on constant currency calculation

3. Refer page 35 for comments on pro forma adjustments

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Annualised Contract Value (ACV)

ACV ($m)

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175
168 166
20
146
28 19
24
106
24
155
147
141
122
82
FY18 FY19 FY20 FY21 FY21 Constant
Currency 3
Subscription ACV [1] Other ACV [2]
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Notes:

1. See note 4 in the Glossary in the Appendix for a detailed definition of Subscription ACV

2. See note 5 in the Glossary in the Appendix for a detailed definition of Other ACV

3. Refer page 35 for comments on constant currency calculation

FY21 ACV

$165.6m as at 30/06/21

• Total ACV up 4.1% on constant currency basis

• Subscription ACV[1] , up 10.3% in constant currency, representing 88% of Total ACV

• Partly driven by an increase in consumption (including SaaS) licences

• Subscription ACV grew in all regions in constant currency

• Strong renewals and customer retention shown through a further improvement in churn

• Other ACV[2] (perpetual and services) fell year on year on US Government elections and COVID impacts globally

• FX impact ~$9.8m

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Growth in Consumption and SaaS

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Consumption ACV, including SaaS ($m)
+22% 22.1
20.2
18.0
10.9
11.9
10.7
9.9
2.5 8.3
FY18 FY19 FY20 FY21 FY21 Constant
Currency 3
SaaS ACV [1] Consumption ACV [2]
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Notes:

1. SaaS Consumption ACV is a component of Total Consumption ACV – see note 7 in the Glossary for definitions

2. See note 6 in the Glossary for a definition of Consumption ACV. Refer table on page 31 in the appendix for further information on licence types 3. Refer page 35 for comments on constant currency calculation

3. Customer-led shift towards consumption licences

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• Consumption ACV [2] :
o
Up 12% to $20.2m
o
Up 22% in constant currency
• SaaS Consumption ACV [1] :
o
Up 9% to $10.7m
o
Up 20% in constant currency
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• SaaS customers rose to 112, up from 71 in FY20

• Contracts commencing in FY22 suggest further strong growth in consumption ACV

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Regional Update

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North
America
52%
of
Statutory
Revenue
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North America

• US up in constant currency with upsell below previous year, driven by shift in consumption, while new business rose

• 27 new customers with increase in average deal size

• Significant growth in Law Firms, inclusive of two seven-figure law firm Discover SaaS clients

• Challenging year for USG, although several significant contract wins late in the year, building momentum into FY22

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EMEA
31%
of
Statutory
Revenue
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EMEA

• Key new customer wins with the region up materially in constant currency

• Major Corporate wins for in-house legal use cases including new System Integrator collaboration

• Launch of Frankfurt SaaS, with 27 customers in first year

• Multi-year refreshed contracts with two major advisories

• Employees onboarded for Southern Europe expansion

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Asia
Pacific
17%
of
Statutory
Revenue
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Asia Pacific

• Growth in APAC driven by key logo wins across Government investigations, Law Firms with Discover SaaS

• Japan break-through corporate deal

• Use case expansion at major Australian bank to tackle GRC PII identification

• In Australia, tripling of Discover SaaS data under management

• Invested for growth via partner expansion and Singapore-based Asia sales lead

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People

Staff Update

FY21 Highlights

• Established global wellbeing program

• Voluntary turnover 15-18%

• Introduced volunteer leave for all staff globally

• 119 hires in FY21

• Released inaugural Modern Slavery Statement

• Further 32 hires since 1 July

• Established the Nuix Foundation

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Employees by region [1]
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Total employees [2]
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Employees by function[1]

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522
459
17% 96 421 439
85
32% 70 73
43% 226
176 174 179
56% North America S&D
G&A
EMEA R&D 198 200 177 187 R&D
12% 41%
S&D
Asia Pacific G&A
FY18 FY19 FY20 FY21
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Notes:

1. June FY21

2. Fall FY19 to FY20 reflects global pandemic response as highlighted in prospectus

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Financial Results NUIX FY21 RESULTS

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Total Revenue

Total Revenue[1] ($m)

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188.9
175.9 176.1
139.6
113.6
FY18 FY19 FY20 FY21 FY21 Constant
Currency 2
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Notes:

1. FY18-FY20 reflects pro-forma historical revenue as per prospectus, FY21 reflects statutory revenue

2. Refer page 35 for comments on constant currency calculation

3. See page 31 for an overview of licence types, including components of subscription revenue

4. See page 29 for historical data on multi-year deals

5. See page 29 for historical data on average new order value

FY21 Statutory Revenue $176.1m

• Statutory revenue up 0.1% in functional currency, up 7.4% in constant currency

• Subscription revenue[3] 93% of statutory revenue

• New business $27.6m, up 26%

• Strong lift in multi-year deals to 36.3%[4]

• Strong rise in average new order value to $240k[5]

• Shift to consumption licences, lower perpetual licences

• FX impact ~$12.8m

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Region and industry diversification

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Total Revenue by Region (%) Total Revenue by Industry ($m)
189
176 176
16%
16% 17%
15%
140
16% 30% 36%
114 28%
31%
13%
17%
28%
31%
18%
56% 54%
52%
56% 18%
52%
FY18 FY19 FY20 FY21 FY21 Const Advisories Corporate
Currency 1 Government Law Firms
Emerging Markets
North America EMEA APAC
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• Australian-headquartered, global organisation

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•
Still in early stages of geographic
15%
expansion
36%
•
Revenue by region in line with
13%
historical levels:
o North America: FX and
upsell delays as previously
18%
flagged
18%
o
Further growth in EMEA and
APAC
Advisories Corporate
Government Law Firms • Industry mix remains well
Emerging Markets diversified – little change on last
year
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Note:

1. Refer page 35 for comments on constant currency calculation

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Revenue by product

FY21 Total Revenue by Product (%)

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189
176 176 3%
4%
4% 3%
4%
7% 13%
13%
140
13%
13%
6%
13%
6%
114 12%
10%
6%
7%
13%
12%
3%
67%
68%
64%
71%
66%
FY18 FY19 FY20 FY21 FY21 Const
Currency 1
Module Consumption Maintenance Perpetual Services
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Note:

1. Refer page 35 for comments on constant currency calculation

2. See page 31 for an overview of licence types, including components of subscription revenue

3. Subscription revenue[2] 93%

4. Traditional module-style licences continue to drive the bulk of statutory revenue

5. Consumption licences growing rapidly – more evident in ACV

6. Consumption expected to be a higher proportion of statutory revenue in FY22

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Research & Development

Total R&D ($m) and R&D as a proportion of total revenue (%)

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34%
29%
28%
50.8 29% 25% 26%
47.5 48.8
8.2 44.3
9.8 10.7
10.0
31.8
5.7
42.6
37.7 38.1
34.2
26.1
FY18 FY19 FY20 FY21 FY21 Const
Currency1
Capitalised Expensed R&D % of Revenue
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Note:

1. Refer page 35 for comments on constant currency calculation

2. Investment in innovation and product development

3. Further investment in SaaS capability

4. Connectors into market leading businesses and productivity applications including Microsoft Teams and Slack

5. FedRAMP – opens up the USG market

6. Ability to quickly review chat messages in Discover and Investigate

7. Opening new markets with localised versions of Discover (French) and Investigate (Japanese and German)

8. Support for additional mobile forensics platforms (Hancomm)

9. FX impact ~$4.5m

10. 77% of R&D capitalised

11. Anticipated that R&D spend will rise in FY22

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Pro forma Income Statement[1]

$ millions	FY21	FY20	Change2	FY21 CC3	Change CC3
Software Revenue	171.5	169.0	1.5%	184.0	8.9%
Other Revenue	4.6	6.9	-33.9%	4.9	-28.9%
Total Revenue	176.1	175.9	0.1%	188.9	7.4%
Cost of Goods Sold	(18.9)	(20.7)	-8.9%	(20.2)	-2.3%
Gross Profit	157.2	155.2	1.3%	168.7	8.7%
Gross margin	89.3%	88.2%	1.1%	89.3%	1.1%
Sales and Distribution	(49.1)	(60.7)	-19.1%	(52.6)	-13.4%
Research and Development	(10.0)	(8.2)	22.8%	(10.7)	31.2%
General and Administrative	(31.4)	(30.8)	1.9%	(32.5)	5.6%
Operating Expenses	(90.5)	(99.7)	-9.2%	(95.8)	-3.9%
EBITDA	66.7	55.5	20.2%	72.8	31.3%
EBITDA margin	37.9%	31.5%	6.3%	38.6%	7.0%
Depreciation	(4.6)	(5.1)	-9.6%	(4.9)	-2.8%
Amortisation	(26.5)	(23.4)	13.5%	(27.5)	18.0%
EBIT	35.6	27.1	31.6%	40.4	49.2%
Net Finance Expenses	(3.4)	(1.5)	124.4%	(0.4)	-72.1%
Profit Before Tax	32.2	25.5	26.1%	39.9	56.4%
Tax Expense	(7.2)	(6.8)	6.3%	(7.2)	6.7%
Profit After Tax	25.0	18.8	33.2%	32.7	74.3%
S&D (% of total revenue)	27.9%	34.5%	-6.6%	27.8%	-6.7%
R&D (% of total revenue)	5.7%	4.7%	1.0%	5.7%	1.0%
G&A (% of total revenue)	17.8%	17.5%	0.3%	17.2%	-0.3%

• FY21 revenue up 0.1% on FY20, up 7.4% in constant currency.

• Gross margin rose to 89.3%

• EBITDA margin rose significantly to 37.9%

• R&D expense higher on last year with capitalisation rate (77%) lower than previous year

• COGS lower with step up in SaaS support offset by favourable third party agreement outcomes

• S&D lower on reduced headcount, marketing and travel

Notes:

1. See page 35 for comments in relation to pro forma adjustments

2. Computation of % change based on unrounded figures

3. Refer page 35 for comments on constant currency calculation

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Pro forma Cash Flow[1]

• Cash flow positive after taking into account investment in Research and Development

• Funding development with Free Cash Flow

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2
3 4
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Notes:

1. See page 35 for comments in relation to pro forma adjustments

2. Payments to Employees and Suppliers excludes IPO offer costs, listing fees and corporate actions costs, and includes additional public company costs. 3. Incorporates interest received, interest paid and income tax paid

3. Purchase of property and equipment plus purchase of intangible assets

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Balance Sheet

$ millions, as at	30 Jun 21	30 Jun 20
ASSETS
Cash and cash equivalents	70.9	38.5
Trade and other receivable	73.2	60.2
Other current assets	6.2	1.9
Property, plant and equipment	2.0	2.4
Intangibles	197.4	197.2
Deferred tax assets & lease assets	10.5	13.4
Total assets	360.2	313.6
LIABILITIES
Trade and other payables	20.3	21.0
Deferred tax and lease liabilities	12.1	20.6
Deferred revenue	43.5	47.8
Provisions	3.4	3.2
Borrowings	0.0	25.5
Total liabilities	79.4	118.1
EQUITY
Issued capital	370.7	104.2
Reserves	(174.3)	5.1
Retained earnings	84.4	86.1
Total equity	280.8	195.5

• Strong balance sheet with net cash of $70.9m

• Intangibles primarily comprise internally developed software

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NPAT Statutory to Pro forma Reconciliation[1]

$ millions	FY21	FY20
Statutory NPAT	(1.6)	23.6
Incremental public company cost	(3.0)	(7.2)
Corporate actions	2.6	-
Offer costs	33.3	-
Share-based payment expense	3.6	(0.1)
Net finance costs	-	0.3
Tax impact	(9.9)	2.1
Pro forma NPAT	25.0	18.8

• Reconciliation of statutory NPAT to pro forma NPAT presented consistent with the adjustments made in the IPO Prospectus[2]

Notes:

1. See page 35 for comments in relation to pro forma adjustments 2. Numbers may not add due to rounding

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Strategy and Outlook NUIX FY21 RESULTS

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Reinvesting for growth

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Continuing the Building on a Delivering Nuix SaaS journey strong product value-added foundation solutions • • • Capitalise on macro eDiscovery Governance, Risk trend of data moving • Investigations and Compliance to the cloud (GRC) • Core Data • SaaS Discovery • Compliance Scanner Processing already offered • eComms • Engine as a Service – Surveillance horizontally scaleable processing in the cloud

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Renewed focus on Access to more strategic data with acquisitions Unified Collections platform • Accelerate SaaS and • Single platform Solutions supporting data acquisitions from data aggregation points

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Embracing the Cloud – SaaS and Solutions

Compliance solutions Data compliance and Engine as a Service Entire portfolio and challenges increasingly address key time to solutions available costly for customers. value and cost as SaaS pain points eComms Surveillance eComms Surveillance Compliance Scanner Compliance Scanner Additional Solutions Cloud Engine as a Service Nuix SaaS Unified Collections New market Solutions Additional offering On Premise Existing market solutions

Demand Drivers of SaaS migration

• GRC is a key issue for our customers

• Data proliferation to the cloud complicates GRC mandates

• Cost, Time to Value, and Speed of Resolution are critical customer requirements

• Collection and processing of new and emerging communication channels is critical

Next

Now

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Nuix’s Growth Path

INVESTMENT “LAND AND TO EXTEND VALUE WIN NEW EXPAND” THE NUIX OPERATING PARTNER ACCRETIVE CUSTOMERS STRATEGY PLATFORM EFFICIENCY CONSIDERATIONS M&A Expand across Expand across key Extend the Extract benefits of Build a network of Assess geographies and in industry verticals. functionality of the scale as the strategic partners opportunities targeted industries This involves driving Nuix software business grows; who can provide based on strategic by winning new new customer platform by continue to drive complementary fit, relevance and customers and acquisition and creating products improvements in delivery and synergies and gaining market upsell and renewal which attract new operating margin market expansion target the share in $27bn[1] of existing customers, drive capabilities to acquisition of total addressable customers upsell or create drive future capabilities rather market (TAM) renewal activity revenue sources than revenue alone

Note:

1. Refer to page 28 of the Appendix for more details on TAM

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Key focus areas

The market opportunity for Nuix is large

Nuix continues to invest for long term growth, with the Nuix engine continuing to drive an expanding range of investigative analytics use cases

Key focus areas for FY22:

• Strategy validation and refresh where required

• Board expansion and senior leadership renewal

• Investing in, and accelerating, product development pipeline, including Engine as a Service

• Building and enhancing Sales and Distribution capability

• Considering further M&A to accelerate our growth capability

• Listening to our customers and responding with enhanced capability

• Being competitor aware and focusing on differentiation

24

Q&A NUIX FY21 RESULTS

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Appendix NUIX FY21 RESULTS

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Nuix Software Platform

Nuix produces software to extract knowledge from unstructured data. Its applications include digital forensic investigation, financial crime, litigation support, employee and insider investigations, data protection and privacy, data governance, eDiscovery and regulatory compliance

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Software APIs and
applications [1] connectors
(for third party
applications)
The Nuix platform
Engage with the data • comprises:
Nuix Engine –
Enrich data with specific identifiers for detailed and granular search
capabilities and scale
–
Nuix Engine Consolidate metadata into Nuix format for search
Extract text and metadata from each file type •
Ingestion engine for 1,000+ file types •
Enterprise and Endpoint
Human
Digital User data cloud Logs behaviour government agencies
generated data
repositories monitoring
Sources of data
Endpoint
Network data Third party feeds Communications Multimedia Structured data
collections
Nuix Endpoint
monitoring and
data collections
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• the Nuix Engine, that processes, normalises, indexes, enriches and analyses data at speed and scale

• software applications which provide visualisation, analytics and relationshipmapping tools for customers

• has evolved over time, with 23 major releases and 157 minor releases of the Nuix Engine since 2008

• is integrated into the workflows for many of the world’s major advisory firms, law firms, corporations, law enforcement and other government agencies

Notes:

27

1. Components of the Nuix platform are contained in the black boxes

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Industry Overview

Nuix is a leading player in the US$4 billion eDiscovery and Digital forensics software markets and an emerging player in the US$23 billion GRC and Endpoint security software markets. Together these markets make up the investigative analytics and intelligence software market.

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EXISTING MARKETS NEW MARKETS
US$4.0 billion US$23.3 billion
12.8
3.0
10.5
1.0
eDiscovery software(1) Digital forensics software(2) GRC software(3) Endpoint security software(4)
Governance, risk and compliance (“GRC”) and
eDiscovery and Digital forensics software markets
Endpoint security software markets
Primary markets for Nuix today in terms of Target markets which are significantly
✓ ✓
contribution to revenue generation larger and higher growth
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Notes:

1. Source: IDC Worldwide eDiscovery Software Forecast (report #US45857020), 2020–2024, published June 2020.

2. Source: Mordor Intelligence, Global Digital Forensics Market, 2020–2025, published May 2020

3. Source: IDC Worldwide Governance, Risk, and Compliance Software Forecast (report #US45856620), 2020–2024, published September 2020. 4. Source: IDC Semiannual Software Tracker, Forecast 2019H2 Release, published May 2020

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Customers

Diversified customer base

Customer Tenure FY21

Customer Concentration FY21

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28%
34%
37%
38%
34%
29%
Top 20 customers < 5 Years
Top 21-100 customers 5-10 Years
Remaining customers 10+ Years
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Top 20 customers Top 21-100 customers Remaining customers

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Upfront multi-year deals
(% of Total Revenue)
36.3%
25.4%
17.1% 15.6%
FY18 FY19 FY20 FY21
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New Customers and
Average New Order Value
($k)
240
162
145
140
103 100
124
75
FY18 FY19 FY20 FY21
Customers Average New Order Value
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Licence type implications on revenue recognition

Delivery model	Licence type		1 year licence Impact in month 1		3 year MYD licence Impact in month 1
On-premise or customer-hosted cloud	Subscription licence1 or consumption1		1.2 1.2 Statutory ACV		3.6 1.2 Statutory ACV • $1.2m on-premise module licence – 1 year • $3.6m on-premise module licence – 3 years (typically there is an up-front payment discount)
	Perpetual		Statutory ACV 1.2 1.2		N/A • $1.2m perpetual licence
Nuix-hosted cloud	Nuix SaaS		Statutory ACV 0.1 1.2		Statutory ACV • $1.2m SaaS consumption licence – 1 year • $3.6m SaaS consumption licence – 3 years (typically there is a lower minimum commit) 0.1 1.2
Other	Maintenance		Statutory ACV 0.1 1.2		Statutory ACV • $1.2m maintenance subscription – 1 year • $3.6m maintenance subscription – 3 years 0.1 1.2
	Professional services2		Statutory ACV 1.2 1.2		N/A • $1.2m professional services

1. Excluding the impact of recognising related support and maintenance over time

2. Assuming completion and acceptance of services delivered

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Nuix’s Revenue Mix

Revenue Type	Software Revenue (97% FY21 Total Revenue) Other Revenue (3% FY21 Total Revenue)
Software Licence	Subscription (93% FY21 Total Revenue) Perpetual (4% FY21 Total Revenue) Hardware / Services Module Consumption Support & maintenance (S&M)
Primary Volume Drivers	Number of Module Licenses Gigabytes processed or under management Perpetual Licences held Perpetual Licences held Ad-hoc
Typical Pricing / Tenure Model	Annual / Multi Year Deals (MYD) Upfront fee Often paired with Subscription S&M
	Generally priced on an annual “cost per Core” or “cost per user” basis Tiered “cost per gigabyte” processed (often with minimum volume commitments) or “cost per user” basis Priced on a “cost per Perpetual Licence” basis Priced on an a one time “cost per Core” basis

• Subscription Revenue includes Module, Consumption and Support and Maintenance (S&M)

• Software Revenue comprises all Subscription Revenue, along with Perpetual licence revenue

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Pro forma Cash Flow[1]

Statutory Pro forma adjustments	Statutory Pro forma adjustments	Statutory Pro forma adjustments	Pro forma
$ millions FY21 P&L		Cash flow	FY21
EBITDA	30.2 36.5	-	66.7
Add back non-cash items	4.6 (3.6)	-	1.0
EBITDA excluding non-cash items	34.8 32.9	-	67.8
Change in working capital	(23.8) -	-	(23.8)
Cash taxes	(0.2) -	-	(0.2)
Operating cash flow	10.8 32.9	-	43.7
Capital expenditure - property, plant and equipment	(1.1) -	-	(1.1)
Capital expenditure - intangible assets	(34.3) -	-	(34.3)
Investing cashflow	(35.3) -	-	(35.3)
Free cash flow	(24.5) 32.9	-	8.4

• Continued investment into the future of the business

Notes:

1. See page 35 for comments in relation to pro forma adjustments

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Expense Analysis[1]

Cost of Goods Sold (“COGS”)

Sales and Distribution + (“S&D”)

+

• Predominantly relates to payments to partners and resellers

• Personnel and related marketing costs

• Lower marketing and travel costs

• Includes employment costs relating to Support & Technology operations staff

• Further investment in FY22

• Continued investment in SaaS instances to support the cloud strategy

• Favourable third party agreement outcomes

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COGS Costs ($m) S&D Costs ($m)
60.7
20.7 18.9 20.2 52.8 54.9 49.1 52.6
15.6
12.3
FY18 FY19 FY20 FY21 FY21 CC FY18 FY19 FY20 FY21 FY21 CC
COGS as a % of Total Revenue S&D as a % of Total Revenue
46%
11% 11% 12% 11% 11% 39% 35%
28% 28%
FY18 FY19 FY20 FY21 FY21 CC FY18 FY19 FY20 FY21 FY21 CC
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Note:

1. Based on pro forma expenses disclosed in the IPO Prospectus

Research and Development (“R&D”)

General and Administrative (“G&A”)

+

• Predominantly relates to employment costs associated with development projects

• Continued investment into building structural and execution advantages and strategic sales initiatives

• Driving cost benefits from digital transformation initiatives, resulting in operating efficiencies

• R&D expense higher yoy on lower capitalisation rate

• Ongoing investment in R&D staff

• Relatively fixed in nature with considerable technology infrastructure supporting efficient operations

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R&D Costs ($m) G&A Costs ($m)
9.8 10.0 10.7
8.2 28.4 30.1 30.8 31.4 32.5
5.7
FY18 FY19 FY20 FY21 FY21 CC FY18 FY19 FY20 FY21 FY21 CC
R&D as a % of Total Revenue G&A as a % of Total Revenue
7%
6% 6% 25% 22%
5% 5% 18% 18% 17%
FY18 FY19 FY20 FY21 FY21 CC FY18 FY19 FY20 FY21 FY21 CC
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Glossary

• 1) Annualised Contract Value (ACV) is an adjusted, non-IFRS measure and does not represent Total Revenue in accordance with AAS or Nuix’s accounting policies or cash receipts from customers. ACV is used by Nuix to assess the total contract value of its software contracts on an annualised basis (removing fluctuations from Multi-Year Deal contracts in Nuix’s Total Revenue which results from its revenue recognition policies). The calculation of ACV at the end of the relevant financial period adjusts Total Revenue to account for: A) Revenue generated from Subscription Licences with a term of 12 months or more, as well as Consumption Licences which exists at the end of the relevant financial period as if those contracts’ revenues were generated (and recognised) in each financial year on a straight-line basis over the relevant contract period, expressed on an annualised basis B) last 12 month contribution from short term Software Licences (including Perpetual Licences) or other Software Licences with a term of less than 12 months, excluding Consumption Licences; and C) the last 12 month contribution of services and third party software sales.

• 2) Net Dollar Retention (NDR) , expressed as a percentage, represents the ACV from the sale of Subscription Licences (excluding short-term Software Licences, or licences with a term of less than 12 months, but including Consumption Licences) from a constant set of customers (the “NDR Constant Customer Set”) across comparable periods (i.e. it excludes the impact of new customers acquired in the subsequent (i.e. more recent period), taking into account the impact of Upsell, Downsell and Churn (as described in note 4) between these two periods.

• 3) Churn , expressed as a percentage, reflects the lost customer ACV from Subscription Licences (excluding short-term Software Licences, or licences with a term of less than 12 months, but including Consumption Licences) in respect of a twelve-month period which are terminated or not renewed (a contract will not count towards Churn if it was renewed or recommenced within three months of the end of the given period), as a proportion of ACV from Subscription Licences (excluding short-term Software Licences, or licences with a term of less than 12 months, but including Consumption Licences) at the start of that period.

• 4) Subscription ACV reflects revenue generated from Subscription Licences with a term of 12 months and Consumption Licences which exists at the end of the relevant financial period as if those contracts’ revenues were generated (and recognised) in each financial year on a straight-line basis over the relevant contract period, expressed on an annualised basis. Subscription ACV excludes short term Software Licences (including Perpetual Licences) or other Software Licences with a term of less than 12 months, but includes Consumption Licences.

• 5) Other ACV reflects the last twelve-month contribution of Perpetual Licence sales, services and third-party software and short-term Software Licences, or licences with a term of less than 12 months but excluding Consumption Licences.

• 6) Consumption ACV is a sub-component of Subscription ACV and reflects the monthly contribution generated relating to gigabytes processed or under management relating to SaaS Consumption ACV and Non-SaaS Consumption ACV at the end of the relevant period, expressed on an annualised basis.

• 7) SaaS Consumption ACV is a sub-component of Consumption ACV and reflects monthly contribution generated relating to gigabytes processed or under management hosted in Nuix's cloud environments, expressed on an annualised basis.

• 8) Non-SaaS Consumption ACV is a sub-component of Consumption ACV and reflects monthly contribution generated relating to gigabytes processed or under management that is not hosted in Nuix's cloud environments, expressed on an annualised basis.

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Constant Currency and Pro forma Adjustments

Constant Currency has been calculated using the below methodology:

1. Constant currency rates are calculated by dividing the total FY20 consolidated AUD revenue associated with a currency by the total FY20 transaction currency revenue of the same currency, providing a weighted average exchange rate based on statutory revenue transactions in FY20. This is then checked against the average daily rate provided by the RBA for appropriateness.

2. This modified rate is then applied at a transaction level across FY21 data to ensure that all metrics (region, domain, P&L department etc.) are re-weighted appropriately.

3. Where there is a cost transaction in a currency where there is no revenue transaction, the average RBA rate for FY20 is used.

4. Exchange rates used for constant currency calculations:

5. USD 1.4975

6. EUR 1.6505

7. GBP 1.8832

8. CAD 1.0931

Pro forma adjustments

• This presentation includes pro forma numbers for FY21 and the comparative period prepared on the same basis as presented in the Prospectus dated 18 November 2020.

• The pro forma adjustments in FY21 remove the impact of offer costs, non-recurring transaction costs related to a sale process explored by Nuix as an alternative to the offer, and share-based payment expenses in respect of existing options that were cancelled on completion. The pro forma adjustments for FY21 also provide for a full year of listed company costs and the relevant tax impact of the pro forma adjustments.

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