A Leader in Corporate e-LearningA Leader in Corporate e-Learning

Investor Presentation

September 9, 2003

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Safe Harbor Safe Harbor

This presentation will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding financial projections of SkillSoft, revenues and profits, customer renewals, the return on training investments for the company’s customers, industry ranking, execution of integration plans, management and organizational structure. All forward-looking statements in this release are subject to risks, uncertainties and assumptions that could cause actual results or events to differ materially from those contained in the forward-looking statements. The factors that could cause actual results or events to differ include, but are not limited to, the possibility that the market for the sale of certain products and services may not develop as expected, that development of these products and services may not proceed as planned, or that the parties are unable to transition customers, successfully execute their integration strategies, or achieve planned synergies. Additional factors that could cause actual results or events to differ materially from those in the forward-looking statements are included in SkillSoft’s filings with the Securities and Exchange Commission, specifically SkillSoft’s annual report on Form 10-K for the year ended 1/31/03 and quarterly report on Form 10-Q for the quarter ended 4/30/03. The forward-looking information provided by us in this presentation represents our view as of 9/9/03. We anticipate that subsequent events and developments may cause these views to change. While we may elect to update this forward-looking information at some point in the future, we specifically disclaim any obligation to do so. This forward-looking information should not be relied upon as representing our views at any date subsequent to the date of this presentation.

This presentation will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding financial projections of SkillSoft, revenues and profits, customer renewals, the return on training investments for the company’s customers, industry ranking, execution of integration plans, management and organizational structure. All forward-looking statements in this release are subject to risks, uncertainties and assumptions that could cause actual results or events to differ materially from those contained in the forward-looking statements. The factors that could cause actual results or events to differ include, but are not limited to, the possibility that the market for the sale of certain products and services may not develop as expected, that development of these products and services may not proceed as planned, or that the parties are unable to transition customers, successfully execute their integration strategies, or achieve planned synergies. Additional factors that could cause actual results or events to differ materially from those in the forward-looking statements are included in SkillSoft’s filings with the Securities and Exchange Commission, specifically SkillSoft’s annual report on Form 10-K for the year ended 1/31/03 and quarterly report on Form 10-Q for the quarter ended 4/30/03. The forward-looking information provided by us in this presentation represents our view as of 9/9/03. We anticipate that subsequent events and developments may cause these views to change. While we may elect to update this forward-looking information at some point in the future, we specifically disclaim any obligation to do so. This forward-looking information should not be relied upon as representing our views at any date subsequent to the date of this presentation.

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SkillSoft Overview

• World’s largest e-learning solutions provider…World’s largest e-learning solutions provider…• e-learning is our entire business and focus

• Dual excellenceDual excellence in e-learning in e-learning contentcontent & technology & technology• 50,000+ hours of high-quality e-learning content in 15 languages• e-Learning delivery, management & reporting platform

technology• Leading support of major e-learning industry standards• Approximately 18% + of revenue invested annually in R&D

• Largest direct sales & support organization in e-learning Largest direct sales & support organization in e-learning industry with approximately 200 direct sales reps industry with approximately 200 direct sales reps

• Serving Global 5000 customer base Serving Global 5000 customer base • Over 4.5 million registered learnersOver 4.5 million registered learners

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SkillSoft Overview (Continued)SkillSoft Overview (Continued)

Content:Content:• Over 2,000 course and simulation titles encompassing:Over 2,000 course and simulation titles encompassing:

• Professional effectiveness, management/leadership, project management, sales and customer-facing skills, business strategy and operations, finance, human resources, health and safety, and financial services

• More than 2,100 course titles encompassing:More than 2,100 course titles encompassing:• Software development, operating systems and serverSoftware development, operating systems and server

technologies, Internet and network technologies, enterprise technologies, Internet and network technologies, enterprise database systems, Web design, and desktop computer skillsdatabase systems, Web design, and desktop computer skills

• World’s largest provider of World’s largest provider of Referenceware™ • Over 5,000 unabridged IT and business books and reports are Over 5,000 unabridged IT and business books and reports are

available to online subscribers through SkillSoft’s subsidiary available to online subscribers through SkillSoft’s subsidiary

Books24x7.Books24x7.

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Informal Learning Represents 70% of Learning that Occurs in the Workplace

FormalFormalLearningLearning

30%30% InformalInformalLearningLearning

70%70%

Informal Informal LearningLearning

More than 70% of the More than 70% of the learning that occurs in the learning that occurs in the workplace, accordingworkplace, accordingto the U.S. Bureau of to the U.S. Bureau of Statistics, is “informal Statistics, is “informal learning”, i.e., thelearning”, i.e., the““improvised, unplanned, improvised, unplanned, instructional efforts that instructional efforts that are part of the everyday are part of the everyday fabric of business fabric of business operations.”operations.”

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Reference Reference MaterialMaterial• BooksBooks• ManualsManuals• ReportsReports

Ask OthersAsk Others• Experts & mentorsExperts & mentors• Managers & Managers & coachescoaches• PeersPeers

Practice & UsePractice & Use• Practice new skills on-Practice new skills on-the-jobthe-job• Learning from experienceLearning from experience & refining skills over time& refining skills over time

… … and Formal Learningand Formal Learning• To pursue certification, To pursue certification, credentialcredential or degreeor degree• To learn a major new skill setTo learn a major new skill set

How Business Professionals Naturally Learn On-the-JobHow Business Professionals Naturally Learn On-the-Job

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SkillSoft Solution = Multi-Modal Learning™ SkillSoft Solution = Multi-Modal Learning™

                 

                                                                     

Digitizing the Digitizing the ways Business ways Business Professionals Professionals

naturally learn naturally learn on-the-jobon-the-job

PrescriptiveAssessment• Certification Test Preps• SkillMatch® Competency Assessment Tools

PrescriptiveAssessment• Certification Test Preps• SkillMatch® Competency Assessment Tools

Mentoring• 24x7 Online Mentoring by SkillSoft content experts

Mentoring• 24x7 Online Mentoring by SkillSoft content experts

Resources• Job Aids• SkillBrief™ Articles• Blended Learning Toolkits

Resources• Job Aids• SkillBrief™ Articles• Blended Learning Toolkits

Courseware• IT Professional Skills• Business Skills• Desktop End User Skills

Courseware• IT Professional Skills• Business Skills• Desktop End User Skills

Simulations• Simulations & Labs• Mentored Exercises

Simulations• Simulations & Labs• Mentored Exercises

Books24x7Referenceware™• ITPro• BusinessPro• Office Essentials

Books24x7Referenceware™• ITPro• BusinessPro• Office Essentials

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Books24x7 Referenceware™

Access to 400,000+ knowledge objects spanning Information Technology & Business

• Created with full content of 4000+ best-in-class books, research reports, and manuals

• 85+ Industry-leading publishers

• Complete graphics, code samples, illustrations

• Over 1000 new books & ReferencePoints added annually

Patent-Pending Search Technology to Optimize Value for Instant, Informal Learning

• Key word Search

• Relevancy Ranked Results

• Support immediate drill-down to the required knowledge object

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SkillSoft: A Market LeaderSkillSoft: A Market Leader

Thousands of Global Customers

Balanced Sector Representation

Cross Industry Appeal

No Significant Customer Concentration

Thousands of Global Customers

Balanced Sector Representation

Cross Industry Appeal

No Significant Customer Concentration

TechnologyTechnology

Financial Services

Financial Services

Aerospace / Defense

Aerospace / Defense

SoftwareSoftware

Professional Services

Professional Services

InsuranceInsurance

Health CareHealth Care

TransportationTransportation

GovernmentGovernment

ManufacturingManufacturing

IT End UserIT End User

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Largest, most responsive online mentoring service in e-learning industry• 50+ SkillSoft-employed mentors on staff

• carrying several hundred current certifications

Mentoring available for 50+ major certifications exams in IT and project management

24x7 online mentoring through live chat & email

Mentored exercises

24x7 Live Online Mentoring24x7 Live Online Mentoring

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Prescriptive Assessment

• Over 30 TestPrep exams for major technology certifications from Microsoft, Cisco, CompTIA, Oracle, PMI, etc. Accurately simulate actual “high

stakes” certification exams Mapped to SkillSoft IT content for

immediate reinforcement

SkillMatch™ Job Role Competency Assessment Tool• Competency models for 20 functional

area job roles

• Mapped to SkillSoft Business content

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Courseware & Simulations

Largest, most-up-to-date library of courseware on today’s relevant business and IT skills• Thousands of hours of interactive

course content

• Over 50 major IT certification exams covered

• Content partnerships with Cisco, Microsoft, Oracle, Project Management Institute, Wharton, and many more

Hands-on simulations & labs for real-world practice of business & IT skills

Largest annual R&D investment in industry to continually expand coverage of Learning Assets

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Leveraging the Combined Assetsthru Multi-Modal Learning VisionLeveraging the Combined Assetsthru Multi-Modal Learning Vision

An approach to e-learning that:

• Fully integrates company-owned, best-of-breed learning assets

• Recognizes how people actually learn, within the process of getting their jobs done

• Leverages SkillSoft’s real-life experience with learning technologies

• Enables customer and learner self-service• Plays to SkillSoft’s Strengths = e-Learning Assets

…..and changes the rules of the game as to how SkillSoft competes

An approach to e-learning that:

• Fully integrates company-owned, best-of-breed learning assets

• Recognizes how people actually learn, within the process of getting their jobs done

• Leverages SkillSoft’s real-life experience with learning technologies

• Enables customer and learner self-service• Plays to SkillSoft’s Strengths = e-Learning Assets

…..and changes the rules of the game as to how SkillSoft competes

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Remaining Issues We Are Working Through Pertaining to the Merger with SmartForceRemaining Issues We Are Working Through Pertaining to the Merger with SmartForce

Sales & Marketing

G&A

Product Development

Sales & Marketing

G&A

Product Development

Go more on the offensive Focus outward vs. inward (making progress) Leverage combined company assets via Multi-modal Learning

Get closure on SMTF historical financials Implement operational and financial best practices across merged entity

Complete product build plan for year on schedule Complete product retrofit efforts & Platform work on schedule Release Unified LMS platform in late fall… combining best of SkillPort and MSF (Q4) Start migration plans to new unified platform

Go more on the offensive Focus outward vs. inward (making progress) Leverage combined company assets via Multi-modal Learning

Get closure on SMTF historical financials Implement operational and financial best practices across merged entity

Complete product build plan for year on schedule Complete product retrofit efforts & Platform work on schedule Release Unified LMS platform in late fall… combining best of SkillPort and MSF (Q4) Start migration plans to new unified platform

A Leader in Corporate e-LearningA Leader in Corporate e-Learning