Investor Presentation Actionable Intelligence® May 31, 2019 © 2014 Verint Systems Inc. All Rights Reserved Worldwide. Confidential and proprietary information of Verint Systems Inc. © 2018 Verint Systems Inc. All Rights Reserved Worldwide. Investor Presentation Actionable Intelligence® May 31, 2019 © 2014 Verint Systems Inc. All Rights Reserved Worldwide. Confidential and proprietary information of Verint Systems Inc. © 2018 Verint Systems Inc. All Rights Reserved Worldwide.

Disclaimers Forward Looking Statements This presentation contains forward-looking statements, including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management's expectations that involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause our actual results to differ materially from those expressed in or implied by the forward- looking statements. The forward-looking statements contained in this presentation are made as of the date of this presentation and, except as required by law, Verint assumes no obligation to update or revise them, or to provide reasons why actual results may differ. For a more detailed discussion of how these and other risks, uncertainties, and assumptions could cause Verint’s actual results to differ materially from those indicated in its forward-looking statements, see Verint’s prior filings with the Securities and Exchange Commission. Non-GAAP Financial Measures This presentation includes financial measures which are not prepared in accordance with generally accepted accounting principles (“GAAP”), including certain constant currency measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the appendices to this presentation, Verint’s earnings press releases, as well as the GAAP to non-GAAP reconciliation found under the Investor Relations tab on Verint’s website Verint.com. 2 Disclaimers Forward Looking Statements This presentation contains forward-looking statements, including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management's expectations that involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause our actual results to differ materially from those expressed in or implied by the forward- looking statements. The forward-looking statements contained in this presentation are made as of the date of this presentation and, except as required by law, Verint assumes no obligation to update or revise them, or to provide reasons why actual results may differ. For a more detailed discussion of how these and other risks, uncertainties, and assumptions could cause Verint’s actual results to differ materially from those indicated in its forward-looking statements, see Verint’s prior filings with the Securities and Exchange Commission. Non-GAAP Financial Measures This presentation includes financial measures which are not prepared in accordance with generally accepted accounting principles (“GAAP”), including certain constant currency measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the appendices to this presentation, Verint’s earnings press releases, as well as the GAAP to non-GAAP reconciliation found under the Investor Relations tab on Verint’s website Verint.com. 2

Additional Information Verint has filed a definitive proxy statement on Schedule 14A and form of associated WHITE Proxy Card with the SEC in connection with the solicitation of proxies for its 2019 Annual Meeting (the “Definitive Proxy Statement”). Details concerning the nominees of Verint’s Board of Directors for election at the 2019 Annual Meeting are included in the Definitive Proxy Statement. Verint has mailed solicitation materials, including a WHITE proxy card, to stockholders of record entitled to vote at the 2019 Annual Meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF VERINT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING VERINT’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders are able to obtain a free copy of the Definitive Proxy Statement and these other documents through the website maintained by the SEC at http://www.sec.gov and through the website maintained by Verint at http://www.verint.com/investor- relations as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Verint, its directors and certain of its officers and other employees will be deemed to be participants in the solicitation of Verint’s stockholders in connection with Verint’s 2019 Annual Meeting. Information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise) of these persons is set forth in the Definitive Proxy Statement filed with the SEC in connection with Verint’s 2019 Annual Meeting. Additional information regarding the interests of participants of Verint in the solicitation of proxies in respect of Verint’s 2019 Annual Meeting will be filed with the SEC when they become available. Stockholders will be able to obtain a free copy of the Definitive Proxy Statement and other documents filed by Verint with the SEC from the sources listed above. 3 Additional Information Verint has filed a definitive proxy statement on Schedule 14A and form of associated WHITE Proxy Card with the SEC in connection with the solicitation of proxies for its 2019 Annual Meeting (the “Definitive Proxy Statement”). Details concerning the nominees of Verint’s Board of Directors for election at the 2019 Annual Meeting are included in the Definitive Proxy Statement. Verint has mailed solicitation materials, including a WHITE proxy card, to stockholders of record entitled to vote at the 2019 Annual Meeting. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF VERINT ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING VERINT’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders are able to obtain a free copy of the Definitive Proxy Statement and these other documents through the website maintained by the SEC at http://www.sec.gov and through the website maintained by Verint at http://www.verint.com/investor- relations as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Verint, its directors and certain of its officers and other employees will be deemed to be participants in the solicitation of Verint’s stockholders in connection with Verint’s 2019 Annual Meeting. Information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise) of these persons is set forth in the Definitive Proxy Statement filed with the SEC in connection with Verint’s 2019 Annual Meeting. Additional information regarding the interests of participants of Verint in the solicitation of proxies in respect of Verint’s 2019 Annual Meeting will be filed with the SEC when they become available. Stockholders will be able to obtain a free copy of the Definitive Proxy Statement and other documents filed by Verint with the SEC from the sources listed above. 3

Executive Summary 1 § Our strategy is delivering strong financial results to shareholders, including 56% TSR over the past year and outperformance of relevant benchmarks over the past one-, two-, and three-year periods Our Business is Performing Well § We are accelerating revenue and earnings growth, and expanding margins which are already better than peers’ § These strong operating trends are the outcome of the Board-led strategy focused on automation and cloud innovation § We worked extensively to avoid a proxy contest, engaging regularly with Neuberger Berman since 2017. Neuberger Berman has never been consistent in its priorities or actions, shifting their “ask” abruptly from nominating directors, to We Engaged Extensively additional disclosure, to portfolio composition, to setting new targets and to breaking up the company with Neuberger Berman to § We are in a proxy fight because their shifting “asks” have made negotiation impossible Find Common Ground § We have attempted to understand and discuss their broad suggestions or scattershot complaints to avert this contest, but Neuberger Berman’s erratic behavior has left us uncertain of their underlying motives and true objectives § Our Board has deep sector expertise, the right mix of skills and experience to guide our long-term success, and the independence to hold management accountable We Have the Right Board § We have established a regular, thoughtful Board refreshment process and Governance § We have added three new directors (including one proposed by Neuberger Berman) in the last three years § We disclosed our plan to bring on another independent director during the current fiscal year on our earnings call on May 29 § Their off-the-cuff approach to proposing solutions has made a thoughtful settlement impossible: • In 2019 alone, Neuberger Berman has submitted seven different director candidates, including one we had previously rejected None of Neuberger • Two were so poorly screened by Neuberger Berman that they dropped out on their own after our initial interviews with Berman’s Nominees are them Qualified and Additive § Of the nominees still standing, not one meets our director screening criteria or adds value we don’t already have • Infante and Greene have been demonstrably poor stewards of capital while serving on public company boards • Weiss has no public board experience – his only director role is at a private, small, start-up gelato company Our performance proves we have the right Board and are on the right path ¹ Capital IQ as of 8-Apr-2019. 4 Executive Summary 1 § Our strategy is delivering strong financial results to shareholders, including 56% TSR over the past year and outperformance of relevant benchmarks over the past one-, two-, and three-year periods Our Business is Performing Well § We are accelerating revenue and earnings growth, and expanding margins which are already better than peers’ § These strong operating trends are the outcome of the Board-led strategy focused on automation and cloud innovation § We worked extensively to avoid a proxy contest, engaging regularly with Neuberger Berman since 2017. Neuberger Berman has never been consistent in its priorities or actions, shifting their “ask” abruptly from nominating directors, to We Engaged Extensively additional disclosure, to portfolio composition, to setting new targets and to breaking up the company with Neuberger Berman to § We are in a proxy fight because their shifting “asks” have made negotiation impossible Find Common Ground § We have attempted to understand and discuss their broad suggestions or scattershot complaints to avert this contest, but Neuberger Berman’s erratic behavior has left us uncertain of their underlying motives and true objectives § Our Board has deep sector expertise, the right mix of skills and experience to guide our long-term success, and the independence to hold management accountable We Have the Right Board § We have established a regular, thoughtful Board refreshment process and Governance § We have added three new directors (including one proposed by Neuberger Berman) in the last three years § We disclosed our plan to bring on another independent director during the current fiscal year on our earnings call on May 29 § Their off-the-cuff approach to proposing solutions has made a thoughtful settlement impossible: • In 2019 alone, Neuberger Berman has submitted seven different director candidates, including one we had previously rejected None of Neuberger • Two were so poorly screened by Neuberger Berman that they dropped out on their own after our initial interviews with Berman’s Nominees are them Qualified and Additive § Of the nominees still standing, not one meets our director screening criteria or adds value we don’t already have • Infante and Greene have been demonstrably poor stewards of capital while serving on public company boards • Weiss has no public board experience – his only director role is at a private, small, start-up gelato company Our performance proves we have the right Board and are on the right path ¹ Capital IQ as of 8-Apr-2019. 4

Verint’s Strategic Plan is Paying Off Three-Year TSR Performance vs. Peers 200% 180% March 27, 2019 Announced Strong FY2019 Results 75.5 % and Raised Guidance for FY2020 87.4 % March 28, 2018 180% Announced Strong FY2018 Results 160% and Raised Guidance for FY2019 Board Develops 160% New Strategic Plan 46.8 % 41.8 % 140% 44.4 % 41.2 % 140% 120% 120% 100% 100% Execution of Strategy by Accelerating Innovation with Automation and Cloud 80% 80% May-2016 Nov-2016 May-2017 Nov-2017 May-2018 Nov-2018 May-2019 Apr-2016 Oct-2016 Apr-2017 Oct-2017 Apr-2018 Oct-2018 Apr-2019 Verint Enterprise Peers¹ Security Peers² Source: Bloomberg as of 8-Apr-2019 Note: Weighted according to market capitalization for peers 5 ¹ Enterprise Peers include CVLT, NTCT, CSGS, NICE, NUAN, PEGA, and MSTR. ² Security Peers include FEYE, FSCT, SCWX, EVBG, MSI, BAE, RTN and MANT. Indexed Tota Inl de Sha xed reh To ol ta de l Retu r Retu rnrnVerint’s Strategic Plan is Paying Off Three-Year TSR Performance vs. Peers 200% 180% March 27, 2019 Announced Strong FY2019 Results 75.5 % and Raised Guidance for FY2020 87.4 % March 28, 2018 180% Announced Strong FY2018 Results 160% and Raised Guidance for FY2019 Board Develops 160% New Strategic Plan 46.8 % 41.8 % 140% 44.4 % 41.2 % 140% 120% 120% 100% 100% Execution of Strategy by Accelerating Innovation with Automation and Cloud 80% 80% May-2016 Nov-2016 May-2017 Nov-2017 May-2018 Nov-2018 May-2019 Apr-2016 Oct-2016 Apr-2017 Oct-2017 Apr-2018 Oct-2018 Apr-2019 Verint Enterprise Peers¹ Security Peers² Source: Bloomberg as of 8-Apr-2019 Note: Weighted according to market capitalization for peers 5 ¹ Enterprise Peers include CVLT, NTCT, CSGS, NICE, NUAN, PEGA, and MSTR. ² Security Peers include FEYE, FSCT, SCWX, EVBG, MSI, BAE, RTN and MANT. Indexed Tota Inl de Sha xed reh To ol ta de l Retu r Retu rnrn

Table of Contents 1 Executing on Our Strategy 2 Accelerating Outperformance 3 Our Highly Qualified Board 4 Situation Update on Neuberger Berman Appendix A – Director Bios Appendix B – Additional Materials Appendix C – GAAP to Non-GAAP Reconciliations 6 Table of Contents 1 Executing on Our Strategy 2 Accelerating Outperformance 3 Our Highly Qualified Board 4 Situation Update on Neuberger Berman Appendix A – Director Bios Appendix B – Additional Materials Appendix C – GAAP to Non-GAAP Reconciliations 6

1. Executing on Our Strategy 7 1. Executing on Our Strategy 7

We Are a Global Leader Addressing Urgent Needs in a Rapidly-Expanding Market ü We offer Actionable Intelligence solutions for enterprises and governments ü Highly fragmented and competitive market ü Fast moving technology landscape ü Innovation and agility are critical success factors Total Addressable Market for our Actionable Intelligence* 1 2022 2019 2012 $13 $10 $3 Billion Billion Billion *Total Addressable Market based on Gartner research and Verint estimates. 1 2022 TAM based on Verint management expectation that market will grow at a 10% CAGR. 8 We Are a Global Leader Addressing Urgent Needs in a Rapidly-Expanding Market ü We offer Actionable Intelligence solutions for enterprises and governments ü Highly fragmented and competitive market ü Fast moving technology landscape ü Innovation and agility are critical success factors Total Addressable Market for our Actionable Intelligence* 1 2022 2019 2012 $13 $10 $3 Billion Billion Billion *Total Addressable Market based on Gartner research and Verint estimates. 1 2022 TAM based on Verint management expectation that market will grow at a 10% CAGR. 8

Verint’s Actionable Intelligence Platform is Accelerating With Cloud and Automation Innovation Massive Data Capture Analytics and Artificial Intelligence Actionable Insights Actionable Intelligence for Actionable Intelligence for a Smarter Enterprise a Safer World Elevating the Customer Experience Accelerating Security Investigations and Driving Operational Efficiency and Preventing Crime and Terrorism 150 Automation 10,000 Customers; 85% of the Fortune 100 400 Government Agencies in 100 Countries Patents Filed in Mainly Enterprise but SMB growing Growing Enterprise Base – Now 20% of revenue Last 24 Months 9 Verint’s Actionable Intelligence Platform is Accelerating With Cloud and Automation Innovation Massive Data Capture Analytics and Artificial Intelligence Actionable Insights Actionable Intelligence for Actionable Intelligence for a Smarter Enterprise a Safer World Elevating the Customer Experience Accelerating Security Investigations and Driving Operational Efficiency and Preventing Crime and Terrorism 150 Automation 10,000 Customers; 85% of the Fortune 100 400 Government Agencies in 100 Countries Patents Filed in Mainly Enterprise but SMB growing Growing Enterprise Base – Now 20% of revenue Last 24 Months 9

Verint Strategy – Accelerate Automation Innovation to Address Escalating Customer Challenges Verint Response Market Drivers Exponential Data Growth and Rising Headcount Cost Accelerate Automation Innovation § Enterprise needs to elevate the customer § Our Board recognized the market experience while reducing costs drivers and began implementing a change to our core strategy in 2017: • Boards recognize improving customer Escalating experience is a top priority • Accelerate automation innovation Customer across the company and: Engagement • Customer interactions through digital, mobile Challenges and social channels are rising and drive hiring • By business segment • Enterprise requires flexibility in transitioning – Accelerate cloud growth in to the Cloud customer engagement – Transition from integrator model to software model in § Security organizations find it more cyber intelligence challenging to detect, investigate and § We are now seeing the effects of this neutralize threats strategy shift starting to flow through our Escalating • Exponential data growth makes capturing, financial results, as evidenced by our Complexity of analyzing, and translating data into actionable strong revenue growth and expanding Security Threats insights difficult margin profile • Organizations require frequent updates and enhancements of their data mining software Our Board has been responsive to the rapidly evolving environments in which our clients operate, to better service their needs, and differentiate the Verint offering – making investments that drive higher growth rates and margins 10 Verint Strategy – Accelerate Automation Innovation to Address Escalating Customer Challenges Verint Response Market Drivers Exponential Data Growth and Rising Headcount Cost Accelerate Automation Innovation § Enterprise needs to elevate the customer § Our Board recognized the market experience while reducing costs drivers and began implementing a change to our core strategy in 2017: • Boards recognize improving customer Escalating experience is a top priority • Accelerate automation innovation Customer across the company and: Engagement • Customer interactions through digital, mobile Challenges and social channels are rising and drive hiring • By business segment • Enterprise requires flexibility in transitioning – Accelerate cloud growth in to the Cloud customer engagement – Transition from integrator model to software model in § Security organizations find it more cyber intelligence challenging to detect, investigate and § We are now seeing the effects of this neutralize threats strategy shift starting to flow through our Escalating • Exponential data growth makes capturing, financial results, as evidenced by our Complexity of analyzing, and translating data into actionable strong revenue growth and expanding Security Threats insights difficult margin profile • Organizations require frequent updates and enhancements of their data mining software Our Board has been responsive to the rapidly evolving environments in which our clients operate, to better service their needs, and differentiate the Verint offering – making investments that drive higher growth rates and margins 10

Customer Engagement Segment (CES) – Automation Innovation Helping Clients to ü Elevate customer experience and drive operating efficiencies Enterprise Contact Center Fraud and Digital / Mobile Marketing Functions Back Office Compliance Verint Hybrid Workforce Voice of the Customer Fraud and Compliance Automated Self Service Software Engagement Insights Automation Our Customer Engagement Products Infuse Automation Throughout the Enterprise Financial Services Retail Healthcare Telecom Function: Contact Center Function: Marketing Function: Digital Operations Function: Compliance Objective: Leverage the voice-of-the- Objective: Ensure customer data Objective: Improve quality and Objective: Elevate customer customer to increase revenue on their protection and avoid penalties consistency of customer experience experience and build loyalty in digital assets pharmaceutical market Verint Solution Verint Solution Verint Solution Verint Solution Hybrid Workforce Engagement Voice-of-the-Customer Insights Automated Self Service solution to Fraud and Compliance solution to solution to automatically capture and solution to transform digital automatically answer patient’s medical automatically evaluate >10 million analyze interactions and recommend interactions into valuable insights to questions intelligently customer interactions per year to next steps in real-time automatically identify lost revenue detect compliance issues Provided a better patient experience opportunities Ensured adherence to processes and elevated patient relationship Enabled analysis of 100% of across millions of interactions to Improved customer experience to without adding headcount interactions – vs. 3% with prior improve operational efficiencies increase purchases and drive manual method – without additional revenue headcount 11 Customer Engagement Segment (CES) – Automation Innovation Helping Clients to ü Elevate customer experience and drive operating efficiencies Enterprise Contact Center Fraud and Digital / Mobile Marketing Functions Back Office Compliance Verint Hybrid Workforce Voice of the Customer Fraud and Compliance Automated Self Service Software Engagement Insights Automation Our Customer Engagement Products Infuse Automation Throughout the Enterprise Financial Services Retail Healthcare Telecom Function: Contact Center Function: Marketing Function: Digital Operations Function: Compliance Objective: Leverage the voice-of-the- Objective: Ensure customer data Objective: Improve quality and Objective: Elevate customer customer to increase revenue on their protection and avoid penalties consistency of customer experience experience and build loyalty in digital assets pharmaceutical market Verint Solution Verint Solution Verint Solution Verint Solution Hybrid Workforce Engagement Voice-of-the-Customer Insights Automated Self Service solution to Fraud and Compliance solution to solution to automatically capture and solution to transform digital automatically answer patient’s medical automatically evaluate >10 million analyze interactions and recommend interactions into valuable insights to questions intelligently customer interactions per year to next steps in real-time automatically identify lost revenue detect compliance issues Provided a better patient experience opportunities Ensured adherence to processes and elevated patient relationship Enabled analysis of 100% of across millions of interactions to Improved customer experience to without adding headcount interactions – vs. 3% with prior improve operational efficiencies increase purchases and drive manual method – without additional revenue headcount 11

CES – Cloud Innovation ü All solutions are available in the cloud powered by AWS/Azure ü Helping customers migrate seamlessly to the cloud at their own pace Strong Business Momentum… …Driven by Strong Cloud Revenue Growth CES Revenue ($ in millions) Non-GAAP Cloud Revenue ($ in millions) ~11% ~$900 ~$250 7% (>40% growth) $811 5% $755 $165 $716 $135 ~28% of $796 20% of CES CES 18% of CES $740 $706 Revenue Revenue Revenue FY17A FY18A FY19A FY20E FY18A FY19A FY20E GAAP Revenue Non-GAAP Revenue Verint Cloud Differentiates Across Three Layers 1. Applications 2. Go-To-Market Multi-Tenant & Open Architecture Differentiated Flexibility Feature-Parity Enable Cloud Journey At Customer’s Pace Scale from SMB to Enterprise Managed Services On Top Of SaaS 3. Operations Global, Scalable, Secure Targeting 80% SaaS Gross Margins Powered by AWS and Azure Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 12 CES – Cloud Innovation ü All solutions are available in the cloud powered by AWS/Azure ü Helping customers migrate seamlessly to the cloud at their own pace Strong Business Momentum… …Driven by Strong Cloud Revenue Growth CES Revenue ($ in millions) Non-GAAP Cloud Revenue ($ in millions) ~11% ~$900 ~$250 7% (>40% growth) $811 5% $755 $165 $716 $135 ~28% of $796 20% of CES CES 18% of CES $740 $706 Revenue Revenue Revenue FY17A FY18A FY19A FY20E FY18A FY19A FY20E GAAP Revenue Non-GAAP Revenue Verint Cloud Differentiates Across Three Layers 1. Applications 2. Go-To-Market Multi-Tenant & Open Architecture Differentiated Flexibility Feature-Parity Enable Cloud Journey At Customer’s Pace Scale from SMB to Enterprise Managed Services On Top Of SaaS 3. Operations Global, Scalable, Secure Targeting 80% SaaS Gross Margins Powered by AWS and Azure Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 12

CES – Accelerating Innovation With Market Leading Margins ü Very efficient R&D organization ü Accelerated by tuck-in technology ü World class operating margins acquisitions Best-in-Class R&D Efficiencies Best-in-Class Margins Latest FY Expensed R&D as a % of Revenue Latest FY Operating Margin 24% 1 21% 20% 26% 26% 26% Median: 15% 15% Median: 17% 14% 18% 13% 17% 16% 13% 13% 7% 4% Verint NTCT MSTR PEGA NUAN CSGS CVLT NICE Verint NUAN NICE NTCT CSGS CVLT PEGA MSTR CES CES “Buy vs Build” Strategy – Improve Automation and Expand Our Portfolio “Buy vs Build” Strategy at Work § Augmented R&D with tuck-in technology acquisitions to accelerate innovation § Targets are typically small companies with no EBITDA § Swift integration into our portfolio increases value of overall solution set December 2018 § Contributing to expanded Adjusted EBITDA margins of the entire portfolio Enhancing our omnichannel cloud VoC portfolio to help organizations deliver § Returns measured across the portfolio growth rate and margin expansion exceptional customer experiences 1 Verint data represents estimated Non-GAAP fully-allocated operating margin. Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 13 CES – Accelerating Innovation With Market Leading Margins ü Very efficient R&D organization ü Accelerated by tuck-in technology ü World class operating margins acquisitions Best-in-Class R&D Efficiencies Best-in-Class Margins Latest FY Expensed R&D as a % of Revenue Latest FY Operating Margin 24% 1 21% 20% 26% 26% 26% Median: 15% 15% Median: 17% 14% 18% 13% 17% 16% 13% 13% 7% 4% Verint NTCT MSTR PEGA NUAN CSGS CVLT NICE Verint NUAN NICE NTCT CSGS CVLT PEGA MSTR CES CES “Buy vs Build” Strategy – Improve Automation and Expand Our Portfolio “Buy vs Build” Strategy at Work § Augmented R&D with tuck-in technology acquisitions to accelerate innovation § Targets are typically small companies with no EBITDA § Swift integration into our portfolio increases value of overall solution set December 2018 § Contributing to expanded Adjusted EBITDA margins of the entire portfolio Enhancing our omnichannel cloud VoC portfolio to help organizations deliver § Returns measured across the portfolio growth rate and margin expansion exceptional customer experiences 1 Verint data represents estimated Non-GAAP fully-allocated operating margin. Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 13

CES – Our Investments are Paying Dividends “Buy vs Build” Components “Buy vs Build” Across the Portfolio FY18 – FY20 Hybrid Voice of the Fraud and Automated Workforce Customer Compliance § R&D: ~13% of revenue to Self Service Engagement Insights Automation accelerate cloud and automation Added Added Added VOC § M&A: ~$235 million for 9 tuck-ins Back-Office Added SMB Virtual Digital CX across the portfolio Compliance Technology Assistant Technology Technology Technology Faster Revenue Growth, More Cloud and FY2018A FY2019A FY2020E Better Margins Accelerating revenue growth 5% 7% ~11% Cloud growing as a % of revenue 18% 20% ~28% Estimated fully-allocated adjusted EBITDA margin 27% 28% >28% Long Term Outlook ü ROIC in excess of Verint’s estimated weighted average cost of capital, and continues to improve ü Long-Term Outlook: 10% revenue CAGR driven by demand for automation and cloud and accelerated maintenance conversion; assumes no additional acquisitions Note: ROIC is calculated as net operating profit after tax / average total invested capital. Net operating profit after tax is defined as tax-affected non-GAAP operating income assuming a 25% marginal tax rate. Average invested capital is defined as the sum of reported total debt and total stockholders equity over the last two fiscal years. Long-Term Outlook represents non-GAAP 14 figures. Please refer to Appendix C for GAAP to Non-GAAP reconciliations. CES – Our Investments are Paying Dividends “Buy vs Build” Components “Buy vs Build” Across the Portfolio FY18 – FY20 Hybrid Voice of the Fraud and Automated Workforce Customer Compliance § R&D: ~13% of revenue to Self Service Engagement Insights Automation accelerate cloud and automation Added Added Added VOC § M&A: ~$235 million for 9 tuck-ins Back-Office Added SMB Virtual Digital CX across the portfolio Compliance Technology Assistant Technology Technology Technology Faster Revenue Growth, More Cloud and FY2018A FY2019A FY2020E Better Margins Accelerating revenue growth 5% 7% ~11% Cloud growing as a % of revenue 18% 20% ~28% Estimated fully-allocated adjusted EBITDA margin 27% 28% >28% Long Term Outlook ü ROIC in excess of Verint’s estimated weighted average cost of capital, and continues to improve ü Long-Term Outlook: 10% revenue CAGR driven by demand for automation and cloud and accelerated maintenance conversion; assumes no additional acquisitions Note: ROIC is calculated as net operating profit after tax / average total invested capital. Net operating profit after tax is defined as tax-affected non-GAAP operating income assuming a 25% marginal tax rate. Average invested capital is defined as the sum of reported total debt and total stockholders equity over the last two fiscal years. Long-Term Outlook represents non-GAAP 14 figures. Please refer to Appendix C for GAAP to Non-GAAP reconciliations.

Cyber Intelligence Segment (CIS) – Automation Innovation ü Accelerate and shorten security investigations across government and enterprise organizations Helping Clients to ü Address shortage of cyber analysts and data scientists End Markets Government Enterprise Verint Software Cyber Intelligence Cyber Security Situational Intelligence Our Cyber Intelligence Data Mining Software Leverages Both Automation and Domain Expertise Government Cyber Security Authority Law Enforcement Organization Leading Semiconductor Company Location: APAC Location: Europe Location: U.S. with locations globally Objective: Centrally protect multiple government Objective: Fight organized crime, drug trafficking Objective: Improve employees and assets agencies from cyber attacks and other criminal activities protection without increasing costs Verint Solution Verint Solution Verint Solution Cyber solution to help identify malware and Web, Social and Fusion Intelligence solution to Situational Intelligence solution to capture and automate SOC operations for better identification, capture and analyze social media/web data and analyze IoT data across multiple locations prioritization and remediation of attacks unearth critical insights to expedite complex Solution designed to improve employee safety, investigations Reduced time-to-detect (from one week to four protect assets, and speed response without hours) and saved 40% SOC staff Reduced average case resolution time by 60% increasing security personnel (from one week to less than three days) 15 Cyber Intelligence Segment (CIS) – Automation Innovation ü Accelerate and shorten security investigations across government and enterprise organizations Helping Clients to ü Address shortage of cyber analysts and data scientists End Markets Government Enterprise Verint Software Cyber Intelligence Cyber Security Situational Intelligence Our Cyber Intelligence Data Mining Software Leverages Both Automation and Domain Expertise Government Cyber Security Authority Law Enforcement Organization Leading Semiconductor Company Location: APAC Location: Europe Location: U.S. with locations globally Objective: Centrally protect multiple government Objective: Fight organized crime, drug trafficking Objective: Improve employees and assets agencies from cyber attacks and other criminal activities protection without increasing costs Verint Solution Verint Solution Verint Solution Cyber solution to help identify malware and Web, Social and Fusion Intelligence solution to Situational Intelligence solution to capture and automate SOC operations for better identification, capture and analyze social media/web data and analyze IoT data across multiple locations prioritization and remediation of attacks unearth critical insights to expedite complex Solution designed to improve employee safety, investigations Reduced time-to-detect (from one week to four protect assets, and speed response without hours) and saved 40% SOC staff Reduced average case resolution time by 60% increasing security personnel (from one week to less than three days) 15

CIS – Automation Drives Revenue Growth with Expanding Government & Enterprise Customer Base Double-Digit Revenue Growth Expanding Customer Base CIS Revenue ($ in millions) Government Enterprise 400 Customers 600 Customers $475 BANK OF 10% CAGR TAIWAN $434 Global Presence 100+ Countries $395 $357 $433 $395 $356 80% of Cyber Intelligence 20% of Cyber Intelligence Revenue. Diversified Revenue. Industry Leaders Government Agencies Partner with Verint FY17A FY18A FY19A FY20E GAAP Revenue Non-GAAP Revenue Source: Company filings 16 Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations. CIS – Automation Drives Revenue Growth with Expanding Government & Enterprise Customer Base Double-Digit Revenue Growth Expanding Customer Base CIS Revenue ($ in millions) Government Enterprise 400 Customers 600 Customers $475 BANK OF 10% CAGR TAIWAN $434 Global Presence 100+ Countries $395 $357 $433 $395 $356 80% of Cyber Intelligence 20% of Cyber Intelligence Revenue. Diversified Revenue. Industry Leaders Government Agencies Partner with Verint FY17A FY18A FY19A FY20E GAAP Revenue Non-GAAP Revenue Source: Company filings 16 Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations.

CIS –Transition to a Software Model Drives Customer Benefits and Better Margins For Verint Historical Government Integrator Model New Software Model § Software model (unbundle and productize software) § Government Integrator model (bundled software, hardware, customizations and integration services) § Verint CIS Gross Margin: approaching 70% in 3 years § Verint CIS Gross Margin: low 60s § Customer Benefits: “one throat to choke” § Customer Benefits: accelerate the software refresh cycles Verint’s R&D Investments in Productization Drive On-going Margin Improvements >20% 16% CIS R&D 14% 13% 7 points of Margin Investment: ~20% Expansion over 5 years of CIS Revenue FY17 FY18 FY19 FY22E 1 Adjusted EBITDA Margin Minimal Acquisitions Required for Software Model Transition Verint’s R&D Level In-Line with Security Software Companies Latest FY Expensed R&D as a % of Revenue § Significant “Buy vs Build” decisions were not required in our Cyber Intelligence business because our investment focus has 31% 28% been on the organic shift to a software model ~20% 21% 17% § Invested less than $10mm on two technology acquisitions over 9% last two years, one adding technology for social media intelligence and the other adding technology for situational intelligence Verint FY19 FEYE EVBG FSCT SCWX MSI Note: R&D benchmarking excludes services companies due to nominal and/or lack of disclosure for R&D expenditure 1 Estimated fully-allocated Adjusted EBITDA margin. Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 17 CIS –Transition to a Software Model Drives Customer Benefits and Better Margins For Verint Historical Government Integrator Model New Software Model § Software model (unbundle and productize software) § Government Integrator model (bundled software, hardware, customizations and integration services) § Verint CIS Gross Margin: approaching 70% in 3 years § Verint CIS Gross Margin: low 60s § Customer Benefits: “one throat to choke” § Customer Benefits: accelerate the software refresh cycles Verint’s R&D Investments in Productization Drive On-going Margin Improvements >20% 16% CIS R&D 14% 13% 7 points of Margin Investment: ~20% Expansion over 5 years of CIS Revenue FY17 FY18 FY19 FY22E 1 Adjusted EBITDA Margin Minimal Acquisitions Required for Software Model Transition Verint’s R&D Level In-Line with Security Software Companies Latest FY Expensed R&D as a % of Revenue § Significant “Buy vs Build” decisions were not required in our Cyber Intelligence business because our investment focus has 31% 28% been on the organic shift to a software model ~20% 21% 17% § Invested less than $10mm on two technology acquisitions over 9% last two years, one adding technology for social media intelligence and the other adding technology for situational intelligence Verint FY19 FEYE EVBG FSCT SCWX MSI Note: R&D benchmarking excludes services companies due to nominal and/or lack of disclosure for R&D expenditure 1 Estimated fully-allocated Adjusted EBITDA margin. Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 17

Both Segments are Growing Revenue and Expanding Margins Customer Cyber Engagement Intelligence . ($ in millions) ($ in millions) 2017A 2018A 2019A 2017A 2018A 2019A GAAP Revenue $705.9 $740.1 $796.3 GAAP Revenue $356.2 $395.1 $433.4 YoY Growth YoY Growth 5% 8% 11% 10% Non-GAAP Revenue 716.2 755.0 811.3 Non-GAAP Revenue 356.5 395.5 433.8 YoY Growth 5% 7% YoY Growth 11% 10% Estimated Adj. EBITDA 188.0 202.7 229.3 Estimated Adj. EBITDA 45.5 53.9 67.4 Estimated Fully-Allocated Estimated Fully-Allocated 26% 27% 28% 13% 14% 16% Adjusted EBITDA Margin Adjusted EBITDA Margin Our board-led strategy is driving improved performance across both businesses Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 18 Both Segments are Growing Revenue and Expanding Margins Customer Cyber Engagement Intelligence . ($ in millions) ($ in millions) 2017A 2018A 2019A 2017A 2018A 2019A GAAP Revenue $705.9 $740.1 $796.3 GAAP Revenue $356.2 $395.1 $433.4 YoY Growth YoY Growth 5% 8% 11% 10% Non-GAAP Revenue 716.2 755.0 811.3 Non-GAAP Revenue 356.5 395.5 433.8 YoY Growth 5% 7% YoY Growth 11% 10% Estimated Adj. EBITDA 188.0 202.7 229.3 Estimated Adj. EBITDA 45.5 53.9 67.4 Estimated Fully-Allocated Estimated Fully-Allocated 26% 27% 28% 13% 14% 16% Adjusted EBITDA Margin Adjusted EBITDA Margin Our board-led strategy is driving improved performance across both businesses Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations. 18

2. Accelerating Outperformance 19 2. Accelerating Outperformance 19

Our Strategy is Driving Superior Financial Performance and Returns 56% 1-year TSR indicates market support for our accelerating performance Our Execution Has Accelerated Growth… …Driving TSR Outperformance vs. Relevant Benchmarks Revenue ($ in millions) 1 Year 2 Year 3 Year 10% $1,375 8% $1,245 56.0 % 51.6 % 75.5 % 7% $1,150 $1,073 $1,230 $1,135 1 Enterprise Peers 14.7 % 23.5 % 41.8 % $1,062 FY17A FY18A FY19A FY20E 2 GAAP Revenue Non-GAAP Revenue Security Peers (5.5)% 24.2 % 46.8 % NASDAQ 15.0 % 35.3 % 64.0 % EPS ($ per share) 14% $3.65 14% S&P 500 11.2 % 22.9 % 41.4 % $3.21 12% $2.81 $2.51 Russell 2000 4.3 % 15.7 % 43.9 % $1.00 ($0.10) ($0.47) FY17A FY18A FY19A FY20E S&P 1500 IT Svcs 23.2 % 53.3 % 73.9 % GAAP EPS Non-GAAP Adjustments Source: Bloomberg, Capital IQ, and IBES as of 8-Apr-2019. ¹ Enterprise Peers include CVLT, NTCT, CSGS, NICE, NUAN, PEGA, and MSTR. 20 ² Security Peers include FEYE, FSCT, SCWX, EVBG, MSI, BAE, RTN and MANT. Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations. Our Strategy is Driving Superior Financial Performance and Returns 56% 1-year TSR indicates market support for our accelerating performance Our Execution Has Accelerated Growth… …Driving TSR Outperformance vs. Relevant Benchmarks Revenue ($ in millions) 1 Year 2 Year 3 Year 10% $1,375 8% $1,245 56.0 % 51.6 % 75.5 % 7% $1,150 $1,073 $1,230 $1,135 1 Enterprise Peers 14.7 % 23.5 % 41.8 % $1,062 FY17A FY18A FY19A FY20E 2 GAAP Revenue Non-GAAP Revenue Security Peers (5.5)% 24.2 % 46.8 % NASDAQ 15.0 % 35.3 % 64.0 % EPS ($ per share) 14% $3.65 14% S&P 500 11.2 % 22.9 % 41.4 % $3.21 12% $2.81 $2.51 Russell 2000 4.3 % 15.7 % 43.9 % $1.00 ($0.10) ($0.47) FY17A FY18A FY19A FY20E S&P 1500 IT Svcs 23.2 % 53.3 % 73.9 % GAAP EPS Non-GAAP Adjustments Source: Bloomberg, Capital IQ, and IBES as of 8-Apr-2019. ¹ Enterprise Peers include CVLT, NTCT, CSGS, NICE, NUAN, PEGA, and MSTR. 20 ² Security Peers include FEYE, FSCT, SCWX, EVBG, MSI, BAE, RTN and MANT. Note: Please refer to Appendix C for GAAP to Non-GAAP reconciliations.

Our Strategy Is Driving Superior Revenue Growth and Margin Expansion Verint’s Top-Line Growth Has Reaccelerated and is Margin Expansion Driven by Shift to More Recurring Expected to Grow at a ~10% CAGR Revenue Streams and Software Model Revenue Growth Outlook Adjusted EBITDA Margin 24.4% 10.0% 21.8% 20.1% 7.6% 7.1% 6.9% 9.1% Historical Guidance Enterprise Peers Security Peers Historical Guidance Enterprise Peers Security Peers Verint Verint Source: Bloomberg and IBES as of 8-Apr-2019 Note: Verint figures are FY January, peer figures are calendarized to December. Enterprise Peers include CVLT, NTCT, CSGS, NICE, NUAN, PEGA, and MSTR. Security Peers include FEYE, EVBG, FSCT, MSI, SCWX, BA, RTN, and MANT. Historical FY1-FY3 revenue growth for Verint depicts GAAP FY17-FY19 revenue CAGR. FY1-FY2 Verint guidance depicts non-GAAP revenue CAGR. 21 Forward revenue growth for peers shown as FY1-FY3 CAGR. Historical adjusted EBITDA margin for Verint depicts FY17 adjusted EBITDA Margin. FY1 adjusted EBITDA margin for Verint depicts FY20 adjusted EBITDA margin. Forward EBITDA margin for peers shown as FY1. FY1 – FY2 revenue growth is considered for peers if FY3 estimates are not available. Please refer to Appendix C for GAAP to Non-GAAP reconciliations. Our Strategy Is Driving Superior Revenue Growth and Margin Expansion Verint’s Top-Line Growth Has Reaccelerated and is Margin Expansion Driven by Shift to More Recurring Expected to Grow at a ~10% CAGR Revenue Streams and Software Model Revenue Growth Outlook Adjusted EBITDA Margin 24.4% 10.0% 21.8% 20.1% 7.6% 7.1% 6.9% 9.1% Historical Guidance Enterprise Peers Security Peers Historical Guidance Enterprise Peers Security Peers Verint Verint Source: Bloomberg and IBES as of 8-Apr-2019 Note: Verint figures are FY January, peer figures are calendarized to December. Enterprise Peers include CVLT, NTCT, CSGS, NICE, NUAN, PEGA, and MSTR. Security Peers include FEYE, EVBG, FSCT, MSI, SCWX, BA, RTN, and MANT. Historical FY1-FY3 revenue growth for Verint depicts GAAP FY17-FY19 revenue CAGR. FY1-FY2 Verint guidance depicts non-GAAP revenue CAGR. 21 Forward revenue growth for peers shown as FY1-FY3 CAGR. Historical adjusted EBITDA margin for Verint depicts FY17 adjusted EBITDA Margin. FY1 adjusted EBITDA margin for Verint depicts FY20 adjusted EBITDA margin. Forward EBITDA margin for peers shown as FY1. FY1 – FY2 revenue growth is considered for peers if FY3 estimates are not available. Please refer to Appendix C for GAAP to Non-GAAP reconciliations.

Our Holistic Strategy is Clearly Articulated to Investors Our Q1 Earnings Showcase Our Continued Commitment to Provide Appropriate Disclosures to Investors Three Year Financial Targets M&A Strategy Capital Allocation Strategy Board Refreshment Additional Disclosure Regarding Performance and Strategy § Discussed Q1 overachievement and momentum § Discussed our Cloud FIRST Strategy § Raised guidance for FYE20 § Provided additional detail on capital allocation strategy § Introduced three year targets and additional metrics § Discussed ROIC and cost of capital § Reviewed recent acquisitions and organic growth § Commitment to add an independent director this year We are committed to providing our investors with appropriate information to make informed investment decisions, and will continue to evolve our disclosure as our business and our forecasting visibility change Source: May 29, 2019 Q1’20 Earnings Call and Investor Presentation Note: ROIC is calculated as latest FY NOPAT / Average (Latest FY debt + Latest FY equity, FY-1 debt + FY-1 equity) 22 Our Holistic Strategy is Clearly Articulated to Investors Our Q1 Earnings Showcase Our Continued Commitment to Provide Appropriate Disclosures to Investors Three Year Financial Targets M&A Strategy Capital Allocation Strategy Board Refreshment Additional Disclosure Regarding Performance and Strategy § Discussed Q1 overachievement and momentum § Discussed our Cloud FIRST Strategy § Raised guidance for FYE20 § Provided additional detail on capital allocation strategy § Introduced three year targets and additional metrics § Discussed ROIC and cost of capital § Reviewed recent acquisitions and organic growth § Commitment to add an independent director this year We are committed to providing our investors with appropriate information to make informed investment decisions, and will continue to evolve our disclosure as our business and our forecasting visibility change Source: May 29, 2019 Q1’20 Earnings Call and Investor Presentation Note: ROIC is calculated as latest FY NOPAT / Average (Latest FY debt + Latest FY equity, FY-1 debt + FY-1 equity) 22

3. Our Highly Qualified Board 23 3. Our Highly Qualified Board 23

Our Board is Highly Experienced, Independent, and Accountable Dan Bodner John Egan Stephen Gold Penelope Herscher Age: 60 Age: 61 Age: 60 Age: 58 Chairman and CEO Lead Independent Independent Independent Founder, Egan-Managed Capital CTO, Hudson’s Bay Company Former Executive, FirstRain Chair, Corporate Governance & Nominating Committee Audit Committee Corporate Governance & Nominating Compensation Committee Committee Executive & Director Experience Executive & Director Experience Executive & Director Experience Executive & Director Experience William Kurtz Richard Nottenburg Howard Safir Earl Shanks Age: 62 Age: 65 Age: 77 Age: 62 Independent Independent Independent Independent Former EVP, Bloom Energy Partner, OceanSound Partners CEO, VRI Technologies Former CFO, Essendant Chair, Audit Committee Chair, Compensation Committee Audit, Compensation and Corporate Governance & Audit and Compensation Committees Nominating Committees Executive & Director Experience Executive & Director Experience Executive & Director Experience Executive & Director Experience (now HPE) (now LAM Research) Note: Executive and director experience may represent a selected sample and not be exhaustive. All director ages as of Verint’s 2019 proxy filing. 24 Our Board is Highly Experienced, Independent, and Accountable Dan Bodner John Egan Stephen Gold Penelope Herscher Age: 60 Age: 61 Age: 60 Age: 58 Chairman and CEO Lead Independent Independent Independent Founder, Egan-Managed Capital CTO, Hudson’s Bay Company Former Executive, FirstRain Chair, Corporate Governance & Nominating Committee Audit Committee Corporate Governance & Nominating Compensation Committee Committee Executive & Director Experience Executive & Director Experience Executive & Director Experience Executive & Director Experience William Kurtz Richard Nottenburg Howard Safir Earl Shanks Age: 62 Age: 65 Age: 77 Age: 62 Independent Independent Independent Independent Former EVP, Bloom Energy Partner, OceanSound Partners CEO, VRI Technologies Former CFO, Essendant Chair, Audit Committee Chair, Compensation Committee Audit, Compensation and Corporate Governance & Audit and Compensation Committees Nominating Committees Executive & Director Experience Executive & Director Experience Executive & Director Experience Executive & Director Experience (now HPE) (now LAM Research) Note: Executive and director experience may represent a selected sample and not be exhaustive. All director ages as of Verint’s 2019 proxy filing. 24

Our Board Has the Right Combination of Skills and Experience to Drive Our Strategy Senior Leadership Experience 100% § Our Board comprises individuals from M&A Expertise 100% diverse professional and personal backgrounds who, combined, provide Other Public 88% Board Experience Verint with a broad spectrum of expertise Software Industry 88% Entrepreneur / § Given the nature of our business, we 88% Investor Perspective / IR value our directors’ deep understanding of the software, Spin-off Experience 88% technology, cloud, and security industry and view their combined skill- Cloud Technology 63% sets as a competitive advantage Finance / Accounting 50% § Our directors maintain the highest ethical standards, and each shares the Security Industry 38% core values of Verint Security Clearance 13% Our directors have a complementary mix of backgrounds, experience and expertise, and the right combination to lead our business 25 Our Board Has the Right Combination of Skills and Experience to Drive Our Strategy Senior Leadership Experience 100% § Our Board comprises individuals from M&A Expertise 100% diverse professional and personal backgrounds who, combined, provide Other Public 88% Board Experience Verint with a broad spectrum of expertise Software Industry 88% Entrepreneur / § Given the nature of our business, we 88% Investor Perspective / IR value our directors’ deep understanding of the software, Spin-off Experience 88% technology, cloud, and security industry and view their combined skill- Cloud Technology 63% sets as a competitive advantage Finance / Accounting 50% § Our directors maintain the highest ethical standards, and each shares the Security Industry 38% core values of Verint Security Clearance 13% Our directors have a complementary mix of backgrounds, experience and expertise, and the right combination to lead our business 25

Our Board Values Ongoing Refreshment Three New Directors with Complementary Skills Our Refreshment Process Added in Last Three Years Rigorous process led by our Corporate Stephen Gold Governance & Nominating Committee for August 2018 identifying and vetting director candidates ü Cloud Technology Criteria prioritized by Committee: ü Software Industry ü Security Industry ü Match of skills and experience with Verint’s evolving needs Penelope Herscher ü Independence And we plan April 2017 to bring on ü Ability to add intangible value through another ü Cloud Technology • diversity independent ü Software Industry director • personal and professional judgment ü Spin-Off Experience during the • ethical standards current fiscal • business acumen year William Kurtz • personal and professional accomplishment September 2016 ü Entrepreneur / Investor We, and our shareholders, value fresh and long- Perspective / IR term perspectives: ü M&A Expertise / Capital Allocation • Avg. tenure of independent directors: 6 yrs. ü Spin-Off Experience Our Board has demonstrated a willingness to add directors who are complementary to the existing mix, including candidates nominated by our shareholders Note: Selected skills noted for recently added directors intended to be representative, not exhaustive. Director tenures as of Verint’s 2019 proxy statement. 26 Our Board Values Ongoing Refreshment Three New Directors with Complementary Skills Our Refreshment Process Added in Last Three Years Rigorous process led by our Corporate Stephen Gold Governance & Nominating Committee for August 2018 identifying and vetting director candidates ü Cloud Technology Criteria prioritized by Committee: ü Software Industry ü Security Industry ü Match of skills and experience with Verint’s evolving needs Penelope Herscher ü Independence And we plan April 2017 to bring on ü Ability to add intangible value through another ü Cloud Technology • diversity independent ü Software Industry director • personal and professional judgment ü Spin-Off Experience during the • ethical standards current fiscal • business acumen year William Kurtz • personal and professional accomplishment September 2016 ü Entrepreneur / Investor We, and our shareholders, value fresh and long- Perspective / IR term perspectives: ü M&A Expertise / Capital Allocation • Avg. tenure of independent directors: 6 yrs. ü Spin-Off Experience Our Board has demonstrated a willingness to add directors who are complementary to the existing mix, including candidates nominated by our shareholders Note: Selected skills noted for recently added directors intended to be representative, not exhaustive. Director tenures as of Verint’s 2019 proxy statement. 26

Careful and Considered Director Selection Process Process Overview Example – Stephen Gold Recruitment § Board decision to initiate search for § Search via leading search firm from late January 2018 to July new director 2018 § Board builds candidate profile § Prior public board experience required § Board sources candidates through: § Diversity candidates encouraged • Professional search firm New Independent Director • Board or stockholder relationships § Interviews by Corporate Governance § CIO of large B2C organization with a focus on customer & Nominating Committee, Chairman Goal engagement, and experience with cloud transitions and CEO § Board updated on interviews at a regular cadence Scope § More than 70 candidates considered § Conduct background check and independence analysis § Approval of finalist by Corporate § Stephen Gold selected as finalist in July 2018 Governance & Nominating Committee Result § Appointed to the Board in August 2018 and then by full Board Our Board has a robust director screening process in place to identify the best candidates 27 Careful and Considered Director Selection Process Process Overview Example – Stephen Gold Recruitment § Board decision to initiate search for § Search via leading search firm from late January 2018 to July new director 2018 § Board builds candidate profile § Prior public board experience required § Board sources candidates through: § Diversity candidates encouraged • Professional search firm New Independent Director • Board or stockholder relationships § Interviews by Corporate Governance § CIO of large B2C organization with a focus on customer & Nominating Committee, Chairman Goal engagement, and experience with cloud transitions and CEO § Board updated on interviews at a regular cadence Scope § More than 70 candidates considered § Conduct background check and independence analysis § Approval of finalist by Corporate § Stephen Gold selected as finalist in July 2018 Governance & Nominating Committee Result § Appointed to the Board in August 2018 and then by full Board Our Board has a robust director screening process in place to identify the best candidates 27

Our Corporate Governance Practices Underscore Accountability to Shareholders Directors Shareholders ü Stand for election annually ü Are not restricted by a poison pill ü May act by written consent ü All directors, other than the CEO, are independent ü Can amend the charter or bylaws with a simple majority vote ü Elect a Lead Independent Director with significant responsibilities ü May remove directors with our without cause with a majority vote ü Maintain a robust Board refreshment process ü Endorsed our Say-on-Pay proposal last year with 92% of votes cast ü May be removed with or without cause ü Strongly supported our Board last ü No hedging, pledging, short selling, or year, with an average support short term trades percentage of ~97% 28 Our Corporate Governance Practices Underscore Accountability to Shareholders Directors Shareholders ü Stand for election annually ü Are not restricted by a poison pill ü May act by written consent ü All directors, other than the CEO, are independent ü Can amend the charter or bylaws with a simple majority vote ü Elect a Lead Independent Director with significant responsibilities ü May remove directors with our without cause with a majority vote ü Maintain a robust Board refreshment process ü Endorsed our Say-on-Pay proposal last year with 92% of votes cast ü May be removed with or without cause ü Strongly supported our Board last ü No hedging, pledging, short selling, or year, with an average support short term trades percentage of ~97% 28

Our Board Developed and Oversees a Strong Management Team Dan Bodner Peter Fante Elan Moriah President, Chief Executive Officer Chief Administrative Officer President, Customer and Chairman of the Board of Directors Engagement Solutions Experience Experience Experience Jane O’Donnell Elad Sharon Douglas Robinson Alan Roden Senior Vice President, Global President, Cyber Chief Financial Officer Senior Vice President, Corporate Human Resources Intelligence Solutions Development and Investor Relations Experience Experience Experience Experience 29 Our Board Developed and Oversees a Strong Management Team Dan Bodner Peter Fante Elan Moriah President, Chief Executive Officer Chief Administrative Officer President, Customer and Chairman of the Board of Directors Engagement Solutions Experience Experience Experience Jane O’Donnell Elad Sharon Douglas Robinson Alan Roden Senior Vice President, Global President, Cyber Chief Financial Officer Senior Vice President, Corporate Human Resources Intelligence Solutions Development and Investor Relations Experience Experience Experience Experience 29

Our Compensation Program Creates Strong Links to Performance ü Primarily at-risk and/or tied to stock price FY19 CEO Compensation ü Annual bonuses based on three different metrics (revenue, ​Other ​Base Salary Compensation 8% operating income, and operating cash flow) 1% ​Annual Cash ü Long-term incentive program (LTIP) awards are a combination Bonus 11% of time-based and performance-based RSUs ​Performance Based Equity • At least 50% of newly granted LTIP awards are 48% ​Time-vested Equity performance-based 32% At-risk pay: 91% • Vesting metrics include revenue, EBITDA, and relative TSR ü Minimum performance threshold for annual bonuses and FY19 NEO Compensation performance equity awards ​Other ü Formulaic payouts are keyed to pre-established performance Compensation targets with little or no discretion 2% ü Stock ownership guidelines, limited perquisites, and ​Base Salary clawback provisions in compensation plans and agreements ​Performance 20% Based Equity 31% ü Tally sheets and aggregate award summaries facilitate oversight of executive compensation ​Annual Cash Bonus ​Time-vested At-risk pay: ü Hedging, pledging, short selling, and short term trades in 16% Equity our securities are prohibited for executives and directors 78% 31% 30 Our Compensation Program Creates Strong Links to Performance ü Primarily at-risk and/or tied to stock price FY19 CEO Compensation ü Annual bonuses based on three different metrics (revenue, ​Other ​Base Salary Compensation 8% operating income, and operating cash flow) 1% ​Annual Cash ü Long-term incentive program (LTIP) awards are a combination Bonus 11% of time-based and performance-based RSUs ​Performance Based Equity • At least 50% of newly granted LTIP awards are 48% ​Time-vested Equity performance-based 32% At-risk pay: 91% • Vesting metrics include revenue, EBITDA, and relative TSR ü Minimum performance threshold for annual bonuses and FY19 NEO Compensation performance equity awards ​Other ü Formulaic payouts are keyed to pre-established performance Compensation targets with little or no discretion 2% ü Stock ownership guidelines, limited perquisites, and ​Base Salary clawback provisions in compensation plans and agreements ​Performance 20% Based Equity 31% ü Tally sheets and aggregate award summaries facilitate oversight of executive compensation ​Annual Cash Bonus ​Time-vested At-risk pay: ü Hedging, pledging, short selling, and short term trades in 16% Equity our securities are prohibited for executives and directors 78% 31% 30

4. Situation Update on Neuberger Berman 31 4. Situation Update on Neuberger Berman 31

Neuberger Berman’s Demands Have Been Ever-Changing… Neuberger Berman’s Mercurial Demands § Neuberger Berman’s list of ever-changing demands § Demands spinoff or sale of Cyber Intelligence business demonstrates a lack of 30-Jan § Recommends four candidates to the Board precision in the ultimate purpose of their 27-Feb § Stated it would consider confidential discussions under NDA engagement with Verint 20-Mar § Refused our offer to hold confidential discussions under NDA § Neuberger Bergman has been ever-changing about 22-Mar § Formally nominates three candidates (two of whom were not in the original four) the priority of their interests – frequently changing them § Indicates it will consider withdrawing its nominations if Verint would make certain additional 16-Apr on us disclosures (Neuberger Berman did not specify) § Does it seek information § Publicly requests (1) additional disclosure on long-range financial targets (2) our capital allocation under an NDA? Operational 24-Apr framework, and (3) commitment to Board refreshment (no mention of adding any Neuberger changes? Changes to our Berman candidates) investor communications? § Privately demands commitment to replace two existing directors, at least one of whom would be Board changes? The 25-Apr selected from the candidates proposed by Neuberger Berman answer changes depending on the day you speak to § Mentions that it really seeks announcement of targets and disclosure (no mention of Board seats) them 08-May § Indicates expectation for Verint to review and adopt reasonable targets and disclosure but professes no desire to recommend metrics § We have sought meaningful engagement and been met § Neuberger Berman presents to Verint’s full Board and focuses exclusively on capital allocation 22-May with an ever-changing set and a timeline for director refreshment (not Neuberger Berman’s nominees) of suggestions and § Neuberger Berman sends Jack Egan an email saying it will be “unrelenting” in its demand to get demands 24-May Neuberger Berman’s nominees on Verint’s board The imprecision of Neuberger Berman’s approach and inconsistency of their demands has made a thoughtful settlement impossible 32 Neuberger Berman’s Demands Have Been Ever-Changing… Neuberger Berman’s Mercurial Demands § Neuberger Berman’s list of ever-changing demands § Demands spinoff or sale of Cyber Intelligence business demonstrates a lack of 30-Jan § Recommends four candidates to the Board precision in the ultimate purpose of their 27-Feb § Stated it would consider confidential discussions under NDA engagement with Verint 20-Mar § Refused our offer to hold confidential discussions under NDA § Neuberger Bergman has been ever-changing about 22-Mar § Formally nominates three candidates (two of whom were not in the original four) the priority of their interests – frequently changing them § Indicates it will consider withdrawing its nominations if Verint would make certain additional 16-Apr on us disclosures (Neuberger Berman did not specify) § Does it seek information § Publicly requests (1) additional disclosure on long-range financial targets (2) our capital allocation under an NDA? Operational 24-Apr framework, and (3) commitment to Board refreshment (no mention of adding any Neuberger changes? Changes to our Berman candidates) investor communications? § Privately demands commitment to replace two existing directors, at least one of whom would be Board changes? The 25-Apr selected from the candidates proposed by Neuberger Berman answer changes depending on the day you speak to § Mentions that it really seeks announcement of targets and disclosure (no mention of Board seats) them 08-May § Indicates expectation for Verint to review and adopt reasonable targets and disclosure but professes no desire to recommend metrics § We have sought meaningful engagement and been met § Neuberger Berman presents to Verint’s full Board and focuses exclusively on capital allocation 22-May with an ever-changing set and a timeline for director refreshment (not Neuberger Berman’s nominees) of suggestions and § Neuberger Berman sends Jack Egan an email saying it will be “unrelenting” in its demand to get demands 24-May Neuberger Berman’s nominees on Verint’s board The imprecision of Neuberger Berman’s approach and inconsistency of their demands has made a thoughtful settlement impossible 32

…And Their Proposals Unhelpful… Neuberger Berman’s Facts Demands § The idea that Verint does not have a modern cloud business is just plain wrong – our cloud business had $165mm non-GAAP revenue in FY19 and its non-GAAP revenue is forecasted to grow >40% in FY20 Transition to a Cloud • On 20-May-2019, we announced 3-year target customer engagement revenue of ~$1.1bn (10% CAGR), Business Model, with with cloud comprising >40% of total revenue, and ~30% adjusted EBITDA margins Medium- and Long-range § We continuously engage with our customers, and the consistent feedback we receive is that customers value the flexibility we give them to migrate to the cloud at their own pace Financial and Performance Targets § Neuberger Berman references an old Jefferies research report when criticizing our cloud disclosure. The very same analyst released a subsequent research report in April 2019 citing how our “improved disclosures are 1 resonating with investors” § Our priorities are unchanged – our Board regularly evaluates our business portfolio and capital allocation in an effort to maximize shareholder value Articulate Capital § We have invested in innovation, including M&A to accelerate innovation, and those investments are paying off 2 – revenue growth is expected to accelerate to ~10% CAGR Allocation and Business Configuration Priorities § We have publicly stated that we will consider returning capital to shareholders in the absence of attractive acquisition opportunities and pay cash in respect of the principal amount of our convertible notes, if they convert § We value the importance of Board refreshment as evidenced by our appointment of three new Board members in the last three years and commitment to add an additional director within the current fiscal year Replace 3 Existing § The appointment of Ms. Herscher in April 2017 to our Board clearly evidences our willingness to consider Independent Directors candidates nominated by shareholders § NONE of the three candidates nominated by Neuberger Berman meet our criteria or add significant value when evaluated within the context of our existing Board composition Verint has already provided significant disclosure regarding near and long-term financial targets, capital allocation, and our timeline for board refreshment. This needless proxy fight is purely a land grab by Neuberger Berman for additional board seats 1 Jefferies Equity Research report dated April 11, 2019, permission to use neither sought nor obtained. 2 Denotes FY1 – FY3 non-GAAP revenue growth. 33 …And Their Proposals Unhelpful… Neuberger Berman’s Facts Demands § The idea that Verint does not have a modern cloud business is just plain wrong – our cloud business had $165mm non-GAAP revenue in FY19 and its non-GAAP revenue is forecasted to grow >40% in FY20 Transition to a Cloud • On 20-May-2019, we announced 3-year target customer engagement revenue of ~$1.1bn (10% CAGR), Business Model, with with cloud comprising >40% of total revenue, and ~30% adjusted EBITDA margins Medium- and Long-range § We continuously engage with our customers, and the consistent feedback we receive is that customers value the flexibility we give them to migrate to the cloud at their own pace Financial and Performance Targets § Neuberger Berman references an old Jefferies research report when criticizing our cloud disclosure. The very same analyst released a subsequent research report in April 2019 citing how our “improved disclosures are 1 resonating with investors” § Our priorities are unchanged – our Board regularly evaluates our business portfolio and capital allocation in an effort to maximize shareholder value Articulate Capital § We have invested in innovation, including M&A to accelerate innovation, and those investments are paying off 2 – revenue growth is expected to accelerate to ~10% CAGR Allocation and Business Configuration Priorities § We have publicly stated that we will consider returning capital to shareholders in the absence of attractive acquisition opportunities and pay cash in respect of the principal amount of our convertible notes, if they convert § We value the importance of Board refreshment as evidenced by our appointment of three new Board members in the last three years and commitment to add an additional director within the current fiscal year Replace 3 Existing § The appointment of Ms. Herscher in April 2017 to our Board clearly evidences our willingness to consider Independent Directors candidates nominated by shareholders § NONE of the three candidates nominated by Neuberger Berman meet our criteria or add significant value when evaluated within the context of our existing Board composition Verint has already provided significant disclosure regarding near and long-term financial targets, capital allocation, and our timeline for board refreshment. This needless proxy fight is purely a land grab by Neuberger Berman for additional board seats 1 Jefferies Equity Research report dated April 11, 2019, permission to use neither sought nor obtained. 2 Denotes FY1 – FY3 non-GAAP revenue growth. 33

…While Their Approach to Director Candidates Has Been Rash Neuberger Berman Proposed 7 Different Candidates in § Throughout our engagement with Neuberger Berman, we have <2 Months of Engagement in 2019 earnestly sought to avoid an unnecessary proxy fight… § …but it has become increasingly clear to us through Neuberger 30-Jan Berman’s ever changing demands that their only point of 2019 consistency is their desire for more Board seats Red text indicates 4 changes since § Throughout our engagement with Neuberger Berman, they candidates previous proposal have made ten submissions of candidates for consideration for Hooley, Jenson, our Board. Notably, two candidates have been submitted twice: Weiss, Hinshaw 28-Feb • Dr. M Greene (Jan-2017, Mar-2019) 2019 • Mr. S Hooley (Mar-2018, Jan-2019) 4 candidates § Upon receipt of all candidates, we have ensured that each has Hooley, Jenson, been appropriately vetted. This process found: Weiss, Schassler 22-Mar • One candidate, Ms. P Herscher, to be a suitable and 2019 complementary addition to our Board, and so the Board appointed her in Apr-2017 3 Neuberger Berman • NONE of the other candidates meet our requisite criteria or candidates 8-May has submitted 10 would add significant value when compared with the Weiss, Greene, 2019 different Board existing Board composition Infante candidates for consideration in the § The appointment of Ms. Herscher to our Board clearly last ~2 years, evidences our progressive approach to Board refreshment, and including 7 in 2019 our willingness to consider candidates who bring incremental value to our Board By initiating this contested election, Neuberger Berman is attempting to override the careful judgements of your Board and seek a materially disproportionate say in selecting your directors 34 …While Their Approach to Director Candidates Has Been Rash Neuberger Berman Proposed 7 Different Candidates in § Throughout our engagement with Neuberger Berman, we have <2 Months of Engagement in 2019 earnestly sought to avoid an unnecessary proxy fight… § …but it has become increasingly clear to us through Neuberger 30-Jan Berman’s ever changing demands that their only point of 2019 consistency is their desire for more Board seats Red text indicates 4 changes since § Throughout our engagement with Neuberger Berman, they candidates previous proposal have made ten submissions of candidates for consideration for Hooley, Jenson, our Board. Notably, two candidates have been submitted twice: Weiss, Hinshaw 28-Feb • Dr. M Greene (Jan-2017, Mar-2019) 2019 • Mr. S Hooley (Mar-2018, Jan-2019) 4 candidates § Upon receipt of all candidates, we have ensured that each has Hooley, Jenson, been appropriately vetted. This process found: Weiss, Schassler 22-Mar • One candidate, Ms. P Herscher, to be a suitable and 2019 complementary addition to our Board, and so the Board appointed her in Apr-2017 3 Neuberger Berman • NONE of the other candidates meet our requisite criteria or candidates 8-May has submitted 10 would add significant value when compared with the Weiss, Greene, 2019 different Board existing Board composition Infante candidates for consideration in the § The appointment of Ms. Herscher to our Board clearly last ~2 years, evidences our progressive approach to Board refreshment, and including 7 in 2019 our willingness to consider candidates who bring incremental value to our Board By initiating this contested election, Neuberger Berman is attempting to override the careful judgements of your Board and seek a materially disproportionate say in selecting your directors 34

Neuberger Berman’s Director Nominees are Not Additive to Our Board Board Rationale for Rejection û Track-record of value destruction û Named party in multiple lawsuits Beatriz û No senior executive experience since 2011, and last public company executive position was in 2003 Infante û No cyber intelligence experience û Skills are not complementary to current Board – doesn’t fill any skill gaps û No value-creation track-record û Executive experience concentrated within financial services and risk management solutions Dr. Mark û Skills are not complementary to current Board – a “recognized thought leader on banking and economic Greene 1 trends” is not additive û Already reviewed and rejected by Verint’s Corporate Governance & Nominating Committee in 2017 û No public board experience û Only board experience with a private, small, start-up gelato company, Solo Gelato, which is inappropriate for a mid-cap, NASDAQ-listed technology company Oded û Executive experience concentrated within investment and accounting software Weiss û Skills are not complementary to current Board – no security or cloud technology focus û Expressed lack of familiarity with our industries and interest in director role as “learning experience” Neuberger Berman’s nominees do not present the cyber intelligence, cloud-based software, or M&A skills either in whole or in part commensurate with the directors they propose to replace 1 Neuberger Berman DEFN14A 35 Neuberger Berman’s Director Nominees are Not Additive to Our Board Board Rationale for Rejection û Track-record of value destruction û Named party in multiple lawsuits Beatriz û No senior executive experience since 2011, and last public company executive position was in 2003 Infante û No cyber intelligence experience û Skills are not complementary to current Board – doesn’t fill any skill gaps û No value-creation track-record û Executive experience concentrated within financial services and risk management solutions Dr. Mark û Skills are not complementary to current Board – a “recognized thought leader on banking and economic Greene 1 trends” is not additive û Already reviewed and rejected by Verint’s Corporate Governance & Nominating Committee in 2017 û No public board experience û Only board experience with a private, small, start-up gelato company, Solo Gelato, which is inappropriate for a mid-cap, NASDAQ-listed technology company Oded û Executive experience concentrated within investment and accounting software Weiss û Skills are not complementary to current Board – no security or cloud technology focus û Expressed lack of familiarity with our industries and interest in director role as “learning experience” Neuberger Berman’s nominees do not present the cyber intelligence, cloud-based software, or M&A skills either in whole or in part commensurate with the directors they propose to replace 1 Neuberger Berman DEFN14A 35

Infante and Greene Have Proven Track Records of Value Destruction Share Price ($ / Share) At Current / At %ê Name Company Position Tenure %ê 3 Appointment Termination (Unaffected) Chair and 1 Aspect Communication ~3 years 33.75 8.33 (75.3)% NA CEO Ribbon Communications Inc. Director ~9.5 years 12.55 5.18 (58.7)% NA (f.k.a Sonus Networks) Liquidity Services, Inc. Director ~5 years 17.49 7.38 (57.8)% NA Beatriz Infante PriceSmart, Inc. Director ~15 months 85.75 60.20 (29.8)% NA Emulex Corporation Director ~3 years 6.81 8.00 17.5% (7.0)% 2 Ultratech, Inc. Director ~10 months 25.40 30.31 19.3% 2.1% Neustar, Inc. Director ~5.5 years 36.72 33.50 (8.8)% (24.7)% Dr. Mark Greene Fair Isaac Corporation CEO ~5 years 39.62 39.23 (1.0)% NA Oded Data not available given no previous public board / CEO appointments Weiss Infante and Greene have been poor stewards of capital while serving on public boards Source: Capital IQ. Market data as of 8-Apr-2019 1 Assumes appointment on 1st trading day of Apr-2000. 2 36 Implied priced based on per share consideration of $21.50 in cash and 0.2675 VECO shares for the transaction. 3 Close price on the day immediately prior to announcement of the merger. Infante and Greene Have Proven Track Records of Value Destruction Share Price ($ / Share) At Current / At %ê Name Company Position Tenure %ê 3 Appointment Termination (Unaffected) Chair and 1 Aspect Communication ~3 years 33.75 8.33 (75.3)% NA CEO Ribbon Communications Inc. Director ~9.5 years 12.55 5.18 (58.7)% NA (f.k.a Sonus Networks) Liquidity Services, Inc. Director ~5 years 17.49 7.38 (57.8)% NA Beatriz Infante PriceSmart, Inc. Director ~15 months 85.75 60.20 (29.8)% NA Emulex Corporation Director ~3 years 6.81 8.00 17.5% (7.0)% 2 Ultratech, Inc. Director ~10 months 25.40 30.31 19.3% 2.1% Neustar, Inc. Director ~5.5 years 36.72 33.50 (8.8)% (24.7)% Dr. Mark Greene Fair Isaac Corporation CEO ~5 years 39.62 39.23 (1.0)% NA Oded Data not available given no previous public board / CEO appointments Weiss Infante and Greene have been poor stewards of capital while serving on public boards Source: Capital IQ. Market data as of 8-Apr-2019 1 Assumes appointment on 1st trading day of Apr-2000. 2 36 Implied priced based on per share consideration of $21.50 in cash and 0.2675 VECO shares for the transaction. 3 Close price on the day immediately prior to announcement of the merger.

Infante Has Been Named in Multiple Lawsuits, Casting Doubt on Record to Oversee Business Ribbon Communications (f.k.a Sonus Liquidity Services Sychron Inc. Networks) (November 2018) (June and August 2016) (2005 Bankruptcy Proceedings) § In its 2019 10-K filing, Ribbon § Named a co-defendant in two lawsuits § Infante was a director of data center Communications disclosed that a filed against the company and its automation company Sychron Inc. for shareholder had sued the company Board in D.C. federal court in June ~1 year before it filed for Chapter 7 and several former officers in 2016 and August 2016 bankruptcy protection in May 2005 Massachusetts federal court alleging • Plaintiffs alleged that Liquidity’s securities laws violations § According to a corporate resolution directors had issued “improper attached to the company’s bankruptcy earnings guidance,” and made § The complaint reportedly claimed that the petition, the Board of directors had met “misleading public statements” defendants “made misleading and determined that the company was in forward-looking statements “serious financial condition § One complaint noted that Infante had concerning Sonus’s expected fiscal and…unable to continue operations,” joined the Liquidity Board in May 2014 first quarter of 2015 financial and that its assets should be liquidated and was a member of its audit committee performance, which statements were and chair of its compensation committee also the subject of an August 7, 2018 § At the time of the filing the company had SEC Cease and Desist Order, whose • Complainant accused Infante of assets of $48,091 and liabilities of violating her fiduciary duties by $150,150, and it declared no income findings we neither admitted nor denied.” “failing to implement any from business operations from 2003 • The company reportedly agreed to meaningful changes to the to 2005 pay over $1.9 million in penalties Company’s internal controls and • May 2005 filing designated Infante as to settle the charges procedures regarding the Company’s sales practices, the person responsible for the duties and obligations of the debtor compliances guidelines and disclosure practices…even though [she] knew that the Company was engaging in illegal activities that directly violated federal securities laws.” 37 Infante Has Been Named in Multiple Lawsuits, Casting Doubt on Record to Oversee Business Ribbon Communications (f.k.a Sonus Liquidity Services Sychron Inc. Networks) (November 2018) (June and August 2016) (2005 Bankruptcy Proceedings) § In its 2019 10-K filing, Ribbon § Named a co-defendant in two lawsuits § Infante was a director of data center Communications disclosed that a filed against the company and its automation company Sychron Inc. for shareholder had sued the company Board in D.C. federal court in June ~1 year before it filed for Chapter 7 and several former officers in 2016 and August 2016 bankruptcy protection in May 2005 Massachusetts federal court alleging • Plaintiffs alleged that Liquidity’s securities laws violations § According to a corporate resolution directors had issued “improper attached to the company’s bankruptcy earnings guidance,” and made § The complaint reportedly claimed that the petition, the Board of directors had met “misleading public statements” defendants “made misleading and determined that the company was in forward-looking statements “serious financial condition § One complaint noted that Infante had concerning Sonus’s expected fiscal and…unable to continue operations,” joined the Liquidity Board in May 2014 first quarter of 2015 financial and that its assets should be liquidated and was a member of its audit committee performance, which statements were and chair of its compensation committee also the subject of an August 7, 2018 § At the time of the filing the company had SEC Cease and Desist Order, whose • Complainant accused Infante of assets of $48,091 and liabilities of violating her fiduciary duties by $150,150, and it declared no income findings we neither admitted nor denied.” “failing to implement any from business operations from 2003 • The company reportedly agreed to meaningful changes to the to 2005 pay over $1.9 million in penalties Company’s internal controls and • May 2005 filing designated Infante as to settle the charges procedures regarding the Company’s sales practices, the person responsible for the duties and obligations of the debtor compliances guidelines and disclosure practices…even though [she] knew that the Company was engaging in illegal activities that directly violated federal securities laws.” 37

Our Board is a Well-Functioning Team – Each Director Plays a Critical Role Key Contributions to Our Director Team ü Deep background in sales, marketing, and operations through his senior executive and director experience managing, mentoring, and overseeing such teams and driving growth John ü Delivers critical experience around transformation to cloud and software-led sales (“Jack”) ü Extensive experience leading and overseeing M&A for both public and private companies, including among others, Egan EMC’s acquisition of VMWare, with track record of driving strong value creation ü Significant experience in divestitures and spin outs ü Career devoted to technology companies, including experience with automated search and analysis of structured and unstructured data using artificial intelligence ü Deep expertise in corporate strategy and the execution of corporate transactions, including acquisitions, divestitures, Richard spin-offs, major investments and ventures, with significant track record of value creation including at Motorola Nottenburg ü Record of being held accountable by boards for investment and make / buy decisions, as well as holding management accountable as a public company director ü Broad experience assessing and managing large intellectual property portfolios ü Possesses exceptionally rare combination of deep security, government and business experience ü Internationally recognized security expert with deep and current experience with the strategic and operational needs of global security, law enforcement, and intelligence organizations ü Critical experience with the governance issues around products and services used and sold into the cyber security Howard and cyber intelligence market Safir ü Experienced entrepreneur, executive, and public company board leader, including founding, selling, and buying companies, with significant track record of value creation including at Bode Technology ü Only Board member that holds an active top secret security clearance. Invaluable in reviewing and advising the Board on classified government requirements None of Neuberger Berman’s nominees replicates these skills. Without Jack, Rich and Howard, our director team would face critical skill gaps in sales, M&A, technology and cyber security expertise 38 Our Board is a Well-Functioning Team – Each Director Plays a Critical Role Key Contributions to Our Director Team ü Deep background in sales, marketing, and operations through his senior executive and director experience managing, mentoring, and overseeing such teams and driving growth John ü Delivers critical experience around transformation to cloud and software-led sales (“Jack”) ü Extensive experience leading and overseeing M&A for both public and private companies, including among others, Egan EMC’s acquisition of VMWare, with track record of driving strong value creation ü Significant experience in divestitures and spin outs ü Career devoted to technology companies, including experience with automated search and analysis of structured and unstructured data using artificial intelligence ü Deep expertise in corporate strategy and the execution of corporate transactions, including acquisitions, divestitures, Richard spin-offs, major investments and ventures, with significant track record of value creation including at Motorola Nottenburg ü Record of being held accountable by boards for investment and make / buy decisions, as well as holding management accountable as a public company director ü Broad experience assessing and managing large intellectual property portfolios ü Possesses exceptionally rare combination of deep security, government and business experience ü Internationally recognized security expert with deep and current experience with the strategic and operational needs of global security, law enforcement, and intelligence organizations ü Critical experience with the governance issues around products and services used and sold into the cyber security Howard and cyber intelligence market Safir ü Experienced entrepreneur, executive, and public company board leader, including founding, selling, and buying companies, with significant track record of value creation including at Bode Technology ü Only Board member that holds an active top secret security clearance. Invaluable in reviewing and advising the Board on classified government requirements None of Neuberger Berman’s nominees replicates these skills. Without Jack, Rich and Howard, our director team would face critical skill gaps in sales, M&A, technology and cyber security expertise 38

Key Points to Remember 1 § Our strategy is delivering strong financial results to shareholders, including 56% TSR over the past year and outperformance of relevant benchmarks over the past one-, two-, and three-year periods Our Business is Performing Well § We are accelerating revenue and earnings growth, and expanding margins which are already better than peers’ § These strong operating trends are the outcome of the Board-led strategy focused on automation and cloud innovation § We worked extensively to avoid a proxy contest, engaging regularly with Neuberger Berman since 2017. Neuberger Berman has never been consistent in its priorities or actions, shifting their “ask” abruptly from nominating directors, to We Engaged Extensively additional disclosure, to portfolio composition, to setting new targets and to breaking up the company with Neuberger Berman to § We are in a proxy fight because their shifting “asks” have made negotiation impossible Find Common Ground § We have attempted to understand and discuss their broad suggestions or scattershot complaints to avert this contest, but Neuberger Berman’s erratic behavior has left us uncertain of their underlying motives and true objectives § Our Board has deep sector expertise, the right mix of skills and experience to guide our long-term success, and the independence to hold management accountable We Have the Right Board § We have established a regular, thoughtful Board refreshment process and Governance § We have added three new directors (including one proposed by Neuberger Berman) in the last three years § We disclosed our plan to bring on another independent director during the current fiscal year on our earnings call on May 29 § Their off-the-cuff approach to proposing solutions has made a thoughtful settlement impossible: • In 2019 alone, Neuberger Berman has submitted seven different director candidates, including one we had previously rejected None of Neuberger • Two were so poorly screened by Neuberger Berman that they dropped out on their own after our initial interviews with Berman’s Nominees are them Qualified and Additive § Of the nominees still standing, not one meets our director screening criteria or adds value we don’t already have • Infante and Greene have been demonstrably poor stewards of capital while serving on public company boards • Weiss has no public board experience – his only director role is at a private, small, start-up gelato company Vote FOR on the WHITE proxy card to re-elect your value-enhancing Board ¹ Capital IQ as of 8-Apr-2019. 39 Key Points to Remember 1 § Our strategy is delivering strong financial results to shareholders, including 56% TSR over the past year and outperformance of relevant benchmarks over the past one-, two-, and three-year periods Our Business is Performing Well § We are accelerating revenue and earnings growth, and expanding margins which are already better than peers’ § These strong operating trends are the outcome of the Board-led strategy focused on automation and cloud innovation § We worked extensively to avoid a proxy contest, engaging regularly with Neuberger Berman since 2017. Neuberger Berman has never been consistent in its priorities or actions, shifting their “ask” abruptly from nominating directors, to We Engaged Extensively additional disclosure, to portfolio composition, to setting new targets and to breaking up the company with Neuberger Berman to § We are in a proxy fight because their shifting “asks” have made negotiation impossible Find Common Ground § We have attempted to understand and discuss their broad suggestions or scattershot complaints to avert this contest, but Neuberger Berman’s erratic behavior has left us uncertain of their underlying motives and true objectives § Our Board has deep sector expertise, the right mix of skills and experience to guide our long-term success, and the independence to hold management accountable We Have the Right Board § We have established a regular, thoughtful Board refreshment process and Governance § We have added three new directors (including one proposed by Neuberger Berman) in the last three years § We disclosed our plan to bring on another independent director during the current fiscal year on our earnings call on May 29 § Their off-the-cuff approach to proposing solutions has made a thoughtful settlement impossible: • In 2019 alone, Neuberger Berman has submitted seven different director candidates, including one we had previously rejected None of Neuberger • Two were so poorly screened by Neuberger Berman that they dropped out on their own after our initial interviews with Berman’s Nominees are them Qualified and Additive § Of the nominees still standing, not one meets our director screening criteria or adds value we don’t already have • Infante and Greene have been demonstrably poor stewards of capital while serving on public company boards • Weiss has no public board experience – his only director role is at a private, small, start-up gelato company Vote FOR on the WHITE proxy card to re-elect your value-enhancing Board ¹ Capital IQ as of 8-Apr-2019. 39

Appendix A – Director Bios 40 Appendix A – Director Bios 40

Our Board (1/4) Dan Bodner serves as our Chief Executive Officer and Chairman of the Board. Mr. Bodner has served as our President and/or Chief Executive Officer and as a director since the founding of the Company in 1994 and assumed the role of Chairman of the Board in August 2017. Under his leadership and his vision of Actionable Intelligence software, we experienced rapid growth and, in 2002, with over $100 million of revenue, we completed a successful IPO. Following the IPO, we continued to expand our portfolio of Actionable Intelligence solutions for the enterprise and security markets, achieving significant scale and global presence with over $1 billion of revenue. Dan Bodner The Board has concluded that Mr. Bodner’s position as our Chief Executive Officer, his intimate knowledge of our Age: 60 | Chairman of the Board operations, assets, customers, growth strategies, and competitors, his knowledge of the technology, software, and security industries, and his extensive management experience give him the qualifications and skills to serve as a director and our and Chief Executive Officer chairman. John Egan has served as a director since August 2012, and as Lead Independent Director since August 2017. Mr. Egan is a founding managing partner of Egan-Managed Capital and has served as a managing partner of Carruth Associates, a financial services firm, since 1998. From 1986 to 1997, Mr. Egan held various executive roles at EMC Corporation, including serving as executive vice president of operations, executive vice president of products and offerings, and executive vice president of sales and marketing. Mr. Egan has served as a director of NetScout since 2001, where he is currently lead director, a member of the audit committee, a member of the finance committee and chairman of the nominating and governance committee, and Progress John Egan Software Corporation since 2011, where he is currently the non-executive chairman of the Board and a member of the Age: 61 | Lead Independent audit committee. Previously, he was a director of EMC Corporation and VMWare, prior to EMC being acquired by Dell in Director 2016. Committees: The Board has concluded that Mr. Egan’s financial and business expertise, including a diversified background of n Corporate Governance & managing and serving as a director of several public technology companies and expertise in mergers and acquisitions, Nominating Committee gives him the qualifications and skills to serve as a director. (Chair) n Compensation Committee Note: All director ages as of Verint’s 2019 proxy filing. 41 Our Board (1/4) Dan Bodner serves as our Chief Executive Officer and Chairman of the Board. Mr. Bodner has served as our President and/or Chief Executive Officer and as a director since the founding of the Company in 1994 and assumed the role of Chairman of the Board in August 2017. Under his leadership and his vision of Actionable Intelligence software, we experienced rapid growth and, in 2002, with over $100 million of revenue, we completed a successful IPO. Following the IPO, we continued to expand our portfolio of Actionable Intelligence solutions for the enterprise and security markets, achieving significant scale and global presence with over $1 billion of revenue. Dan Bodner The Board has concluded that Mr. Bodner’s position as our Chief Executive Officer, his intimate knowledge of our Age: 60 | Chairman of the Board operations, assets, customers, growth strategies, and competitors, his knowledge of the technology, software, and security industries, and his extensive management experience give him the qualifications and skills to serve as a director and our and Chief Executive Officer chairman. John Egan has served as a director since August 2012, and as Lead Independent Director since August 2017. Mr. Egan is a founding managing partner of Egan-Managed Capital and has served as a managing partner of Carruth Associates, a financial services firm, since 1998. From 1986 to 1997, Mr. Egan held various executive roles at EMC Corporation, including serving as executive vice president of operations, executive vice president of products and offerings, and executive vice president of sales and marketing. Mr. Egan has served as a director of NetScout since 2001, where he is currently lead director, a member of the audit committee, a member of the finance committee and chairman of the nominating and governance committee, and Progress John Egan Software Corporation since 2011, where he is currently the non-executive chairman of the Board and a member of the Age: 61 | Lead Independent audit committee. Previously, he was a director of EMC Corporation and VMWare, prior to EMC being acquired by Dell in Director 2016. Committees: The Board has concluded that Mr. Egan’s financial and business expertise, including a diversified background of n Corporate Governance & managing and serving as a director of several public technology companies and expertise in mergers and acquisitions, Nominating Committee gives him the qualifications and skills to serve as a director. (Chair) n Compensation Committee Note: All director ages as of Verint’s 2019 proxy filing. 41

Our Board (2/4) Stephen Gold has served as a director since August 2018. Mr. Gold has served as Chief Technology Officer and Digital Operations Officer for Hudson’s Bay Company since May 2018 and previously served as Chief Information Officer of CVS Health Corporation from July 2012 to December 2017. In addition to his extensive management experience, Mr. Gold has served since September 2017 as a director and member of the Governance and the Technology and Operations Committees of World Fuel Service Corporation. The Board has concluded that Mr. Gold’s management experience, including serving as Chief Information Officer for both Stephen Gold public and private companies and his experience with data analytics and the cloud, gives him the qualification and skills to Age: 60 | Director serve as director. Committees: n Audit Committee Penelope Herscher has served as a director since April 2017. She has over 15 years of experience as a high-tech CEO and over 10 years serving on public company Boards. She currently sits on the Board of Lumentum Operations LLC, where she is chair of the compensation committee and a member of the governance committee, PROS Holdings, Inc., a cloud software provider, and Faurecia, an automotive supplier of cockpits and technology. Previously she served as a director of Rambus Inc., where she was the chair of the compensation committee from July 2006 to July 2017. From 2015 until 2017, Ms. Herscher served as the executive chairman at FirstRain, Inc., a privately held company in the Penelope Herscher unstructured data analytics space, where she was President & CEO until 2015. Prior to FirstRain, Ms. Herscher held Age: 58 | Director senior executive positions at a number of software and technology companies, including Cadence Design Systems, Inc. and Simplex Solutions, Inc. Committees: n Corporate Governance & The Board has concluded that Ms. Herscher’s financial and business expertise, including her diversified background of Nominating Committee managing technology companies, serving as a chief executive officer, and serving as a director of public technology companies, give her the qualifications and skills to serve as a director. Note: All director ages as of Verint’s 2019 proxy filing. 42 Our Board (2/4) Stephen Gold has served as a director since August 2018. Mr. Gold has served as Chief Technology Officer and Digital Operations Officer for Hudson’s Bay Company since May 2018 and previously served as Chief Information Officer of CVS Health Corporation from July 2012 to December 2017. In addition to his extensive management experience, Mr. Gold has served since September 2017 as a director and member of the Governance and the Technology and Operations Committees of World Fuel Service Corporation. The Board has concluded that Mr. Gold’s management experience, including serving as Chief Information Officer for both Stephen Gold public and private companies and his experience with data analytics and the cloud, gives him the qualification and skills to Age: 60 | Director serve as director. Committees: n Audit Committee Penelope Herscher has served as a director since April 2017. She has over 15 years of experience as a high-tech CEO and over 10 years serving on public company Boards. She currently sits on the Board of Lumentum Operations LLC, where she is chair of the compensation committee and a member of the governance committee, PROS Holdings, Inc., a cloud software provider, and Faurecia, an automotive supplier of cockpits and technology. Previously she served as a director of Rambus Inc., where she was the chair of the compensation committee from July 2006 to July 2017. From 2015 until 2017, Ms. Herscher served as the executive chairman at FirstRain, Inc., a privately held company in the Penelope Herscher unstructured data analytics space, where she was President & CEO until 2015. Prior to FirstRain, Ms. Herscher held Age: 58 | Director senior executive positions at a number of software and technology companies, including Cadence Design Systems, Inc. and Simplex Solutions, Inc. Committees: n Corporate Governance & The Board has concluded that Ms. Herscher’s financial and business expertise, including her diversified background of Nominating Committee managing technology companies, serving as a chief executive officer, and serving as a director of public technology companies, give her the qualifications and skills to serve as a director. Note: All director ages as of Verint’s 2019 proxy filing. 42

Our Board (3/4) William Kurtz has served as a director since September 2016. Until his retirement in January 2019, Mr. Kurtz served as Executive Vice President and Chief Commercial Officer of Bloom Energy Corporation (“Bloom”) where he held such position beginning in 2015, and served prior to that, as the company’s CFO and CCO beginning in 2008. Mr. Kurtz currently serves as a strategic advisor to Bloom. Prior to 2008, he held CFO or other senior finance roles for Novellus Systems (now Lam Research), Engenio Information Technologies, 3PARdata (now part of Hewlett Packard Enterprise), Scient Corporation, and AT&T Corporation. Mr. Kurtz William Kurtz previously served as the chairman of the audit committees of Violin Memory, of PMC-Sierra (now part of Microsemi Age: 62 | Director Corporation), and of Redback Networks (now part of Ericsson). The Board has concluded that Mr. Kurtz’s financial and business expertise, including his prior service as the chief financial Committees: officer of public companies and his service on the audit committees of several companies, give him the qualifications and n Audit Committee (Chair) skills to serve as a director. Richard Nottenburg has served as a director since February 2013, having previously served as a director from July 2011 to November 2011. Dr. Nottenburg is currently an Executive Partner at OceanSoundPartners LP, a private equity firm, and an investor in various early stage technology companies. Previously, Dr. Nottenburg served as President and Chief Executive Officer and a member of the Board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. Richard Nottenburg Dr. Nottenburg is currently a member of the Board of directors of Sequans Communications S.A., where he serves as a Age: 65 | Director member of the compensation committee and the audit committee. He previously, served on the Boards of directors of PMC-Sierra Inc., Aeroflex Holding Corp., Anaren, Inc., Comverse Technology, Inc. and Violin Memory, Inc. Committees: n Compensation Committee The Board has concluded that Dr. Nottenburg’s financial and business expertise, including his diversified background of (Chair) managing technology companies, serving as a chief executive officer, and serving as a director of public technology companies, give him the qualifications and skills to serve as a director. Note: All director ages as of Verint’s 2019 proxy filing. 43 Our Board (3/4) William Kurtz has served as a director since September 2016. Until his retirement in January 2019, Mr. Kurtz served as Executive Vice President and Chief Commercial Officer of Bloom Energy Corporation (“Bloom”) where he held such position beginning in 2015, and served prior to that, as the company’s CFO and CCO beginning in 2008. Mr. Kurtz currently serves as a strategic advisor to Bloom. Prior to 2008, he held CFO or other senior finance roles for Novellus Systems (now Lam Research), Engenio Information Technologies, 3PARdata (now part of Hewlett Packard Enterprise), Scient Corporation, and AT&T Corporation. Mr. Kurtz William Kurtz previously served as the chairman of the audit committees of Violin Memory, of PMC-Sierra (now part of Microsemi Age: 62 | Director Corporation), and of Redback Networks (now part of Ericsson). The Board has concluded that Mr. Kurtz’s financial and business expertise, including his prior service as the chief financial Committees: officer of public companies and his service on the audit committees of several companies, give him the qualifications and n Audit Committee (Chair) skills to serve as a director. Richard Nottenburg has served as a director since February 2013, having previously served as a director from July 2011 to November 2011. Dr. Nottenburg is currently an Executive Partner at OceanSoundPartners LP, a private equity firm, and an investor in various early stage technology companies. Previously, Dr. Nottenburg served as President and Chief Executive Officer and a member of the Board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. Richard Nottenburg Dr. Nottenburg is currently a member of the Board of directors of Sequans Communications S.A., where he serves as a Age: 65 | Director member of the compensation committee and the audit committee. He previously, served on the Boards of directors of PMC-Sierra Inc., Aeroflex Holding Corp., Anaren, Inc., Comverse Technology, Inc. and Violin Memory, Inc. Committees: n Compensation Committee The Board has concluded that Dr. Nottenburg’s financial and business expertise, including his diversified background of (Chair) managing technology companies, serving as a chief executive officer, and serving as a director of public technology companies, give him the qualifications and skills to serve as a director. Note: All director ages as of Verint’s 2019 proxy filing. 43

Our Board (4/4) Howard Safir has served as a director since 2002. Since 2010, Mr. Safir has served as Chairman and Chief Executive Officer of VRI Technologies LLC, a security consulting and law enforcement integrator. Previously, Mr. Safir served as the Chairman and Chief Executive Officer of SafirRosetti, a provider of security and investigation services and a wholly owned subsidiary of Global Options Group Inc., as well as the Vice Chairman of Global Options Group Inc. and the Chief Executive Officer of Bode Technology, another wholly owned subsidiary of Global Options Group Inc. Mr. Safir currently serves as a director of Citius, a developer of pharmaceutical products, and LexisNexis Special Services, Inc., a leading provider of information and technology solutions to governments, and previously served as a director of Implant Sciences Corporation. During his career, Mr. Safir served as Howard Safir the 39th Police Commissioner of the City of New York, as Associate Director for Operations, U.S. Marshals Service, and Age: 77 | Director as Assistant Director of the Drug Enforcement Administration. Mr. Safir was awarded the Ellis Island Medal of Honor among other citations and awards. Committees: The Board has concluded that Mr. Safir’s extensive law enforcement background and his financial and business expertise, n Corporate Governance & including a diversified background of managing and serving as a director of public technology and security-based Nominating Committee companies and serving as a chief executive officer, give him the qualifications and skills to serve as a director. n Audit Committee n Compensation Committee Earl Shanks has served as a director since July 2012. Since March 2017, Mr. Shanks has served as a director of Gaming & Leisure Properties, Inc. Mr. Shanks served as the Chief Financial Officer of Essendant Inc., a leading supplier of workplace essentials, from November 2015 until May 2017. Previously, Mr. Shanks served as the Chief Financial Officer at Convergys Corporation, a global leader in relationship management solutions and a major provider of outsourced business services, and held various financial leadership roles with NCR Corporation, ultimately serving as the Chief Financial Officer. The Board has concluded that Mr. Shanks’ financial and business expertise, including his deep financial expertise serving as a chief financial officer of a public company, give him the qualifications and skills to serve as a director. Earl Shanks Age: 62 | Director Committees: n Audit Committee n Compensation Committee Note: All director ages as of Verint’s 2019 proxy filing. 44 Our Board (4/4) Howard Safir has served as a director since 2002. Since 2010, Mr. Safir has served as Chairman and Chief Executive Officer of VRI Technologies LLC, a security consulting and law enforcement integrator. Previously, Mr. Safir served as the Chairman and Chief Executive Officer of SafirRosetti, a provider of security and investigation services and a wholly owned subsidiary of Global Options Group Inc., as well as the Vice Chairman of Global Options Group Inc. and the Chief Executive Officer of Bode Technology, another wholly owned subsidiary of Global Options Group Inc. Mr. Safir currently serves as a director of Citius, a developer of pharmaceutical products, and LexisNexis Special Services, Inc., a leading provider of information and technology solutions to governments, and previously served as a director of Implant Sciences Corporation. During his career, Mr. Safir served as Howard Safir the 39th Police Commissioner of the City of New York, as Associate Director for Operations, U.S. Marshals Service, and Age: 77 | Director as Assistant Director of the Drug Enforcement Administration. Mr. Safir was awarded the Ellis Island Medal of Honor among other citations and awards. Committees: The Board has concluded that Mr. Safir’s extensive law enforcement background and his financial and business expertise, n Corporate Governance & including a diversified background of managing and serving as a director of public technology and security-based Nominating Committee companies and serving as a chief executive officer, give him the qualifications and skills to serve as a director. n Audit Committee n Compensation Committee Earl Shanks has served as a director since July 2012. Since March 2017, Mr. Shanks has served as a director of Gaming & Leisure Properties, Inc. Mr. Shanks served as the Chief Financial Officer of Essendant Inc., a leading supplier of workplace essentials, from November 2015 until May 2017. Previously, Mr. Shanks served as the Chief Financial Officer at Convergys Corporation, a global leader in relationship management solutions and a major provider of outsourced business services, and held various financial leadership roles with NCR Corporation, ultimately serving as the Chief Financial Officer. The Board has concluded that Mr. Shanks’ financial and business expertise, including his deep financial expertise serving as a chief financial officer of a public company, give him the qualifications and skills to serve as a director. Earl Shanks Age: 62 | Director Committees: n Audit Committee n Compensation Committee Note: All director ages as of Verint’s 2019 proxy filing. 44

Appendix B – Additional Materials 45 Appendix B – Additional Materials 45

Neuberger Berman’s Peers Are Inconsistent and Broadly Not Relevant Neuberger Berman’s Three Inconsistent Peer Groups Analysis of Neuberger Berman’s Three Peer Groups Verint is Growing Faster Than Neuberger Berman’s “Low Growth Software Peer” Set May 3, 2019 FY1-FY3 Revenue Growth 1 Preliminary Proxy 10% 10% 9% 5% 5% (“Low Growth 3% 1% Software Peers”) Verint ANSYS Dassault Citrix Nuance Oracle Symantec Guidance May 13, 2019 No Security and Disproportional Cloud Focus Letter to Shareholders § No security peers in this set (“Comparable § Three of five companies are 100% cloud Software § Two are relevant and are also in our Enterprise peer group Companies”) Not Appropriate to Select Only One Peer § A single company comparable is not a fair or reasonable May 13, 2019 comparison for any company Letter to Shareholders § Significant parts of Verint and NICE do not overlap (NICE in Isolation) CES Communication Cyber Infrastructure & Verint : ~65% Intelligence Financial Crime and of Rev Verint : ~35% Compliance NICE : ~50% of Rev NICE : ~50% of Rev Source: Company filings, Bloomberg and IBES as of 8-April-2019 of Rev 1 FY1-FY3 Verint guidance depicts non-GAAP revenue CAGR. 46 Neuberger Berman’s Peers Are Inconsistent and Broadly Not Relevant Neuberger Berman’s Three Inconsistent Peer Groups Analysis of Neuberger Berman’s Three Peer Groups Verint is Growing Faster Than Neuberger Berman’s “Low Growth Software Peer” Set May 3, 2019 FY1-FY3 Revenue Growth 1 Preliminary Proxy 10% 10% 9% 5% 5% (“Low Growth 3% 1% Software Peers”) Verint ANSYS Dassault Citrix Nuance Oracle Symantec Guidance May 13, 2019 No Security and Disproportional Cloud Focus Letter to Shareholders § No security peers in this set (“Comparable § Three of five companies are 100% cloud Software § Two are relevant and are also in our Enterprise peer group Companies”) Not Appropriate to Select Only One Peer § A single company comparable is not a fair or reasonable May 13, 2019 comparison for any company Letter to Shareholders § Significant parts of Verint and NICE do not overlap (NICE in Isolation) CES Communication Cyber Infrastructure & Verint : ~65% Intelligence Financial Crime and of Rev Verint : ~35% Compliance NICE : ~50% of Rev NICE : ~50% of Rev Source: Company filings, Bloomberg and IBES as of 8-April-2019 of Rev 1 FY1-FY3 Verint guidance depicts non-GAAP revenue CAGR. 46

Our Ongoing and Comprehensive Shareholder Engagement Philosophy n We are dedicated to engaging with our shareholders regularly in order to solicit feedback on all elements of our business, including strategy, performance, executive compensation, and governance Direct engagement with 30 n Over the past two years, we have significantly enhanced our shareholder engagement program, reaching out to a large number and percentage in interest of our shareholders, with the direct of our largest shareholders over participation of our compensation committee chairman last 12 months, representing 65% of n We regularly share feedback from our shareholder discussions with the broader management team our outstanding and Board to ensure that shareholder perspectives factor into our decision making process shares n In response to feedback received from our shareholders, we have: • Expanded our performance reporting and guidance disclosure around cloud revenue and cloud ARR, segment contribution and multi-year outlooks • Improved our executive compensation program • Enhanced disclosure around shareholder engagement • Improved the readability of our proxy • Refreshed our Board with three new directors in the last three years 100+ calls and meetings held over n Some examples of the impact of these actions include: the last 12 months • 92% approval on say-on-pay at last annual meeting 1 • Research analysts reporting that our “improved disclosures are resonating with Investors” We deeply value the importance of shareholder feedback, and welcome regular input from our shareholders on all topics related to our business 1 Jefferies Equity Research report dated April 11, 2019, permission to use neither sought nor obtained. 47 Our Ongoing and Comprehensive Shareholder Engagement Philosophy n We are dedicated to engaging with our shareholders regularly in order to solicit feedback on all elements of our business, including strategy, performance, executive compensation, and governance Direct engagement with 30 n Over the past two years, we have significantly enhanced our shareholder engagement program, reaching out to a large number and percentage in interest of our shareholders, with the direct of our largest shareholders over participation of our compensation committee chairman last 12 months, representing 65% of n We regularly share feedback from our shareholder discussions with the broader management team our outstanding and Board to ensure that shareholder perspectives factor into our decision making process shares n In response to feedback received from our shareholders, we have: • Expanded our performance reporting and guidance disclosure around cloud revenue and cloud ARR, segment contribution and multi-year outlooks • Improved our executive compensation program • Enhanced disclosure around shareholder engagement • Improved the readability of our proxy • Refreshed our Board with three new directors in the last three years 100+ calls and meetings held over n Some examples of the impact of these actions include: the last 12 months • 92% approval on say-on-pay at last annual meeting 1 • Research analysts reporting that our “improved disclosures are resonating with Investors” We deeply value the importance of shareholder feedback, and welcome regular input from our shareholders on all topics related to our business 1 Jefferies Equity Research report dated April 11, 2019, permission to use neither sought nor obtained. 47

Timeline of Interactions with Neuberger Berman Jan-2017 15 to 22-Feb- 7 to 12-Mar-2019 22-May-2019 2019 n Neuberger Berman (NB) requested n Verint provided updates on director screening n NB accepted Verint’s offer and presented to the full Board Verint appoint Ms. P Herscher and Dr. n Verint n NB’s remarks focused on a framework for capital allocation n NB reiterated it would consider negotiations M Greene to the Board conducted and a timeline for Board refreshment under NDA initial n Board determined to appoint Herscher, 23-May-2019 15-Mar-2019 interviews but rejected Greene n Verint reiterated its offer to allow NB to review its upcoming n Verint found all nominees did not meet n During Mar-2018 earnings release under NDA in order to come to a requisite criteria or add significant value to the interviews, resolution to the proxy fight n NB nominated Mr. S Hooley as a Board Hinshaw candidate 24-May-2019 withdrew n Verint reiterated request for NB to engage in from n Board assessment found him robust discussions around the business under n NB changed its focus from 22-May and refused any process unsuitable NDA – NB said it would consider this resolution to the proxy fight that does not involve adding its nominees to the board May January February March April 2017 – 2018 2019 2019 2019 2019 2019 30-Jan-2019 5 to 8-Feb-2019 27-Feb-2019 16 -Mar-2019 n Discussions regarding n Verint sent numerous n Parties met to discuss the company n Schassler withdrew nomination operational and financial requests to NB for and candidates 18-Mar-2019 performance and Board information to n NB indicated it would find a n NB unwilling to enter discussions under NDA composition assesses candidates replacement for Hinshaw 20-Mar-2019 n NB submitted other Board n After receiving n NB stated it would consider candidates (Mr. S Hooley, information, Verint n NB nominated three candidates for election to discussions under NDA Mr. W Jenson, Mr. O began outreach on the Board 28-Feb-2019 Weiss and Mr. J 12-Feb n Only one was included on original list Hinshaw) n NB nominated Mr. B Schassler n One was rejected by the Board in 2017 Consistent with our practice of seeking input from shareholders, we have maintained regular and frequent communications with Neuberger Berman 48 Timeline of Interactions with Neuberger Berman Jan-2017 15 to 22-Feb- 7 to 12-Mar-2019 22-May-2019 2019 n Neuberger Berman (NB) requested n Verint provided updates on director screening n NB accepted Verint’s offer and presented to the full Board Verint appoint Ms. P Herscher and Dr. n Verint n NB’s remarks focused on a framework for capital allocation n NB reiterated it would consider negotiations M Greene to the Board conducted and a timeline for Board refreshment under NDA initial n Board determined to appoint Herscher, 23-May-2019 15-Mar-2019 interviews but rejected Greene n Verint reiterated its offer to allow NB to review its upcoming n Verint found all nominees did not meet n During Mar-2018 earnings release under NDA in order to come to a requisite criteria or add significant value to the interviews, resolution to the proxy fight n NB nominated Mr. S Hooley as a Board Hinshaw candidate 24-May-2019 withdrew n Verint reiterated request for NB to engage in from n Board assessment found him robust discussions around the business under n NB changed its focus from 22-May and refused any process unsuitable NDA – NB said it would consider this resolution to the proxy fight that does not involve adding its nominees to the board May January February March April 2017 – 2018 2019 2019 2019 2019 2019 30-Jan-2019 5 to 8-Feb-2019 27-Feb-2019 16 -Mar-2019 n Discussions regarding n Verint sent numerous n Parties met to discuss the company n Schassler withdrew nomination operational and financial requests to NB for and candidates 18-Mar-2019 performance and Board information to n NB indicated it would find a n NB unwilling to enter discussions under NDA composition assesses candidates replacement for Hinshaw 20-Mar-2019 n NB submitted other Board n After receiving n NB stated it would consider candidates (Mr. S Hooley, information, Verint n NB nominated three candidates for election to discussions under NDA Mr. W Jenson, Mr. O began outreach on the Board 28-Feb-2019 Weiss and Mr. J 12-Feb n Only one was included on original list Hinshaw) n NB nominated Mr. B Schassler n One was rejected by the Board in 2017 Consistent with our practice of seeking input from shareholders, we have maintained regular and frequent communications with Neuberger Berman 48

Our M&A Program Helped Scale Our Business ü Board reviews every ü Evaluates proposed ü Acquisitions must make strategic sense Board Oversight M&A transaction transaction through and specific success criteria established for M&A proposal multiple lenses Voice of the Customer Intelligent Self Service December 2018 December 2017 Created comprehensive omnichannel cloud Accelerated automation innovation with VoC portfolio to help organizations deliver conversational artificial intelligence, extending exceptional customer experiences self service solutions Voice of the Customer Intelligent Self Service November 2016 February 2016 Extended VOC portfolio with digital surveys to Extended Customer engagement portfolio with help organizations deliver exceptional voice self service solutions customer experiences 49 Our M&A Program Helped Scale Our Business ü Board reviews every ü Evaluates proposed ü Acquisitions must make strategic sense Board Oversight M&A transaction transaction through and specific success criteria established for M&A proposal multiple lenses Voice of the Customer Intelligent Self Service December 2018 December 2017 Created comprehensive omnichannel cloud Accelerated automation innovation with VoC portfolio to help organizations deliver conversational artificial intelligence, extending exceptional customer experiences self service solutions Voice of the Customer Intelligent Self Service November 2016 February 2016 Extended VOC portfolio with digital surveys to Extended Customer engagement portfolio with help organizations deliver exceptional voice self service solutions customer experiences 49

Appendix C – GAAP to Non-GAAP Reconciliations 50 Appendix C – GAAP to Non-GAAP Reconciliations 50

About Non-GAAP Financial Measures The following tables include reconciliations of certain financial measures not prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), consisting of non-GAAP revenue, non-GAAP cloud revenue, cloud annualized recurring revenue (ARR) calculation using non-GAAP cloud revenue, non-GAAP gross profit and gross margin, non-GAAP operating income and operating margin, non-GAAP other income (expense), net, non-GAAP provision (benefit) for income taxes and non-GAAP effective income tax rate, non-GAAP net income attributable to Verint Systems Inc., non-GAAP net income per common share attributable to Verint Systems Inc., adjusted EBITDA, net debt, constant currency measures, estimated GAAP and non-GAAP fully allocated gross margins, and estimated non-GAAP fully allocated operating margins and estimated fully allocated adjusted EBITDA to the most directly comparable financial measures prepared in accordance with GAAP. We believe these non-GAAP financial measures, used in conjunction with the corresponding GAAP measures, provide investors with useful supplemental information about the financial performance of our business by: n facilitating the comparison of our financial results and business trends between periods, by excluding certain items that either can vary significantly in amount and frequency, are based upon subjective assumptions, or in certain cases are unplanned for or difficult to forecast, n facilitating the comparison of our financial results and business trends with other technology companies who publish similar non-GAAP measures, and n allowing investors to see and understand key supplementary metrics used by our management to run our business, including for budgeting and forecasting, resource allocation, and compensation matters. We also make these non-GAAP financial measures available because a number of our investors have informed us that they find this supplemental information useful. Non-GAAP financial measures should not be considered in isolation as substitutes for, or superior to, comparable GAAP financial measures. The non-GAAP financial measures we present have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures. These non-GAAP financial measures do not represent discretionary cash available to us to invest in the growth of our business, and we may in the future incur expenses similar to or in addition to the adjustments made in these non-GAAP financial measures. Other companies may calculate similar non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures. 51 About Non-GAAP Financial Measures The following tables include reconciliations of certain financial measures not prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), consisting of non-GAAP revenue, non-GAAP cloud revenue, cloud annualized recurring revenue (ARR) calculation using non-GAAP cloud revenue, non-GAAP gross profit and gross margin, non-GAAP operating income and operating margin, non-GAAP other income (expense), net, non-GAAP provision (benefit) for income taxes and non-GAAP effective income tax rate, non-GAAP net income attributable to Verint Systems Inc., non-GAAP net income per common share attributable to Verint Systems Inc., adjusted EBITDA, net debt, constant currency measures, estimated GAAP and non-GAAP fully allocated gross margins, and estimated non-GAAP fully allocated operating margins and estimated fully allocated adjusted EBITDA to the most directly comparable financial measures prepared in accordance with GAAP. We believe these non-GAAP financial measures, used in conjunction with the corresponding GAAP measures, provide investors with useful supplemental information about the financial performance of our business by: n facilitating the comparison of our financial results and business trends between periods, by excluding certain items that either can vary significantly in amount and frequency, are based upon subjective assumptions, or in certain cases are unplanned for or difficult to forecast, n facilitating the comparison of our financial results and business trends with other technology companies who publish similar non-GAAP measures, and n allowing investors to see and understand key supplementary metrics used by our management to run our business, including for budgeting and forecasting, resource allocation, and compensation matters. We also make these non-GAAP financial measures available because a number of our investors have informed us that they find this supplemental information useful. Non-GAAP financial measures should not be considered in isolation as substitutes for, or superior to, comparable GAAP financial measures. The non-GAAP financial measures we present have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures. These non-GAAP financial measures do not represent discretionary cash available to us to invest in the growth of our business, and we may in the future incur expenses similar to or in addition to the adjustments made in these non-GAAP financial measures. Other companies may calculate similar non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures. 51

About Non-GAAP Financial Measures (Cont’d) Our non-GAAP financial measures are calculated by making the following adjustments to our GAAP financial measures: n Revenue adjustments. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating to cloud services and customer support contracts acquired in a business acquisition, which would have otherwise been recognized on a stand-alone basis. We believe that it is useful for investors to understand the total amount of revenue that we and the acquired company would have recognized on a stand-alone basis under GAAP, absent the accounting adjustment associated with the business acquisition. Our non-GAAP revenue also reflects certain adjustments from aligning an acquired company’s revenue recognition policies to our policies. We believe that our non-GAAP revenue measure helps management and investors understand our revenue trends and serves as a useful measure of ongoing business performance. n Amortization of acquired technology and other acquired intangible assets. When we acquire an entity, we are required under GAAP to record the fair values of the intangible assets of the acquired entity and amortize those assets over their useful lives. We exclude the amortization of acquired intangible assets, including acquired technology, from our non-GAAP financial measures because they are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. We also exclude these amounts to provide easier comparability of pre- and post-acquisition operating results. n Stock-based compensation expenses. We exclude stock-based compensation expenses related to restricted stock awards, stock bonus programs, bonus share programs, and other stock-based awards from our non-GAAP financial measures. We evaluate our performance both with and without these measures because stockbased compensation is typically a non-cash expense and can vary significantly over time based on the timing, size and nature of awards granted, and is influenced in part by certain factors which are generally beyond our control, such as the volatility of the price of our common stock. In addition, measurement of stock-based compensation is subject to varying valuation methodologies and subjective assumptions, and therefore we believe that excluding stock- based compensation from our non-GAAP financial measures allows for meaningful comparisons of our current operating results to our historical operating results and to other companies in our industry. n Unrealized gains and losses on certain derivatives, net. We exclude from our non-GAAP financial measures unrealized gains and losses on certain foreign currency derivatives which are not designated as hedges under accounting guidance. We exclude unrealized gains and losses on foreign currency derivatives that serve as economic hedges against variability in the cash flows of recognized assets or liabilities, or of forecasted transactions. These contracts, if designated as hedges under accounting guidance, would be considered “cash flow” hedges. These unrealized gains and losses are excluded from our non-GAAP financial measures because they are non-cash transactions which are highly variable from period to period. Upon settlement of these foreign currency derivatives, any realized gain or loss is included in our non-GAAP financial measures. 52 About Non-GAAP Financial Measures (Cont’d) Our non-GAAP financial measures are calculated by making the following adjustments to our GAAP financial measures: n Revenue adjustments. We exclude from our non-GAAP revenue the impact of fair value adjustments required under GAAP relating to cloud services and customer support contracts acquired in a business acquisition, which would have otherwise been recognized on a stand-alone basis. We believe that it is useful for investors to understand the total amount of revenue that we and the acquired company would have recognized on a stand-alone basis under GAAP, absent the accounting adjustment associated with the business acquisition. Our non-GAAP revenue also reflects certain adjustments from aligning an acquired company’s revenue recognition policies to our policies. We believe that our non-GAAP revenue measure helps management and investors understand our revenue trends and serves as a useful measure of ongoing business performance. n Amortization of acquired technology and other acquired intangible assets. When we acquire an entity, we are required under GAAP to record the fair values of the intangible assets of the acquired entity and amortize those assets over their useful lives. We exclude the amortization of acquired intangible assets, including acquired technology, from our non-GAAP financial measures because they are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions. We also exclude these amounts to provide easier comparability of pre- and post-acquisition operating results. n Stock-based compensation expenses. We exclude stock-based compensation expenses related to restricted stock awards, stock bonus programs, bonus share programs, and other stock-based awards from our non-GAAP financial measures. We evaluate our performance both with and without these measures because stockbased compensation is typically a non-cash expense and can vary significantly over time based on the timing, size and nature of awards granted, and is influenced in part by certain factors which are generally beyond our control, such as the volatility of the price of our common stock. In addition, measurement of stock-based compensation is subject to varying valuation methodologies and subjective assumptions, and therefore we believe that excluding stock- based compensation from our non-GAAP financial measures allows for meaningful comparisons of our current operating results to our historical operating results and to other companies in our industry. n Unrealized gains and losses on certain derivatives, net. We exclude from our non-GAAP financial measures unrealized gains and losses on certain foreign currency derivatives which are not designated as hedges under accounting guidance. We exclude unrealized gains and losses on foreign currency derivatives that serve as economic hedges against variability in the cash flows of recognized assets or liabilities, or of forecasted transactions. These contracts, if designated as hedges under accounting guidance, would be considered “cash flow” hedges. These unrealized gains and losses are excluded from our non-GAAP financial measures because they are non-cash transactions which are highly variable from period to period. Upon settlement of these foreign currency derivatives, any realized gain or loss is included in our non-GAAP financial measures. 52

About Non-GAAP Financial Measures (Cont’d) n Amortization of convertible note discount. Our non-GAAP financial measures exclude the amortization of the imputed discount on our convertible notes. Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be bifurcated into separate liability (debt) and equity (conversion option) components in a manner that reflects the issuer’s assumed non- convertible debt borrowing rate. For GAAP purposes, we are required to recognize imputed interest expense on the difference between our assumed non-convertible debt borrowing rate and the coupon rate on our $400.0 million of 1.50% convertible notes. This difference is excluded from our non-GAAP financial measures because we believe that this expense is based upon subjective assumptions and does not reflect the cash cost of our convertible debt. n Losses and expenses on early retirements or modifications of debt. We exclude from our non-GAAP financial measures losses on early retirements of debt attributable to refinancing or repaying our debt, and expenses incurred to modify debt terms, because we believe they are not reflective of our ongoing operations. n Acquisition expenses, net. In connection with acquisition activity (including with respect to acquisitions that are not consummated), we incur expenses, including legal, accounting, and other professional fees, integration costs, changes in the fair value of contingent consideration obligations, and other costs. Integration costs may consist of information technology expenses as systems are integrated across the combined entity, consulting expenses, marketing expenses, and professional fees, as well as non-cash charges to write-off or impair the value of redundant assets. We exclude these expenses from our non-GAAP financial measures because they are unpredictable, can vary based on the size and complexity of each transaction, and are unrelated to our continuing operations or to the continuing operations of the acquired businesses. n Restructuring expenses. We exclude restructuring expenses from our non-GAAP financial measures, which include employee termination costs, facility exit costs, certain professional fees, asset impairment charges, and other costs directly associated with resource realignments incurred in reaction to changing strategies or business conditions. All of these costs can vary significantly in amount and frequency based on the nature of the actions as well as the changing needs of our business and we believe that excluding them provides easier comparability of pre- and post-restructuring operating results. n Impairment charges and other adjustments. We exclude from our non-GAAP financial measures asset impairment charges (other than those associated with restructuring or acquisition activity), rent expense for redundant facilities, gains or losses on sales of property, gains or losses on settlements of certain legal matters, and certain professional fees unrelated to our ongoing operations, all of which are unusual in nature and can vary significantly in amount and frequency. 53 About Non-GAAP Financial Measures (Cont’d) n Amortization of convertible note discount. Our non-GAAP financial measures exclude the amortization of the imputed discount on our convertible notes. Under GAAP, certain convertible debt instruments that may be settled in cash upon conversion are required to be bifurcated into separate liability (debt) and equity (conversion option) components in a manner that reflects the issuer’s assumed non- convertible debt borrowing rate. For GAAP purposes, we are required to recognize imputed interest expense on the difference between our assumed non-convertible debt borrowing rate and the coupon rate on our $400.0 million of 1.50% convertible notes. This difference is excluded from our non-GAAP financial measures because we believe that this expense is based upon subjective assumptions and does not reflect the cash cost of our convertible debt. n Losses and expenses on early retirements or modifications of debt. We exclude from our non-GAAP financial measures losses on early retirements of debt attributable to refinancing or repaying our debt, and expenses incurred to modify debt terms, because we believe they are not reflective of our ongoing operations. n Acquisition expenses, net. In connection with acquisition activity (including with respect to acquisitions that are not consummated), we incur expenses, including legal, accounting, and other professional fees, integration costs, changes in the fair value of contingent consideration obligations, and other costs. Integration costs may consist of information technology expenses as systems are integrated across the combined entity, consulting expenses, marketing expenses, and professional fees, as well as non-cash charges to write-off or impair the value of redundant assets. We exclude these expenses from our non-GAAP financial measures because they are unpredictable, can vary based on the size and complexity of each transaction, and are unrelated to our continuing operations or to the continuing operations of the acquired businesses. n Restructuring expenses. We exclude restructuring expenses from our non-GAAP financial measures, which include employee termination costs, facility exit costs, certain professional fees, asset impairment charges, and other costs directly associated with resource realignments incurred in reaction to changing strategies or business conditions. All of these costs can vary significantly in amount and frequency based on the nature of the actions as well as the changing needs of our business and we believe that excluding them provides easier comparability of pre- and post-restructuring operating results. n Impairment charges and other adjustments. We exclude from our non-GAAP financial measures asset impairment charges (other than those associated with restructuring or acquisition activity), rent expense for redundant facilities, gains or losses on sales of property, gains or losses on settlements of certain legal matters, and certain professional fees unrelated to our ongoing operations, all of which are unusual in nature and can vary significantly in amount and frequency. 53

About Non-GAAP Financial Measures (Cont’d) n Non-GAAP income tax adjustments. We exclude our GAAP provision (benefit) for income taxes from our non-GAAP measures of net income attributable to Verint Systems Inc., and instead include a non-GAAP provision for income taxes, determined by applying a non- GAAP effective income tax rate to our income before provision for income taxes, as adjusted for the non-GAAP items described above. The non-GAAP effective income tax rate is generally based upon the income taxes we expect to pay in the reporting year. We adjust our non-GAAP effective income tax rate to exclude current-year tax payments or refunds associated with prior-year income tax returns and related amendments which were significantly delayed as a result of our historical extended filing delay. Our GAAP effective income tax rate can vary significantly from year to year as a result of tax law changes, settlements with tax authorities, changes in the geographic mix of earnings including acquisition activity, changes in the projected realizability of deferred tax assets, and other unusual or period- specific events, all of which can vary in size and frequency. We believe that our non-GAAP effective income tax rate removes much of this variability and facilitates meaningful comparisons of operating results across periods. Our non-GAAP effective income tax rates for the year ended January 31, 2019 is 11.0%, was 11.5% for the year ended January 31, 2018, and was 8.8% for the year ended January 31, 2017. We evaluate our non-GAAP effective income tax rate on an ongoing basis and it can change from time to time. Our non-GAAP income tax rate can differ materially from our GAAP effective income tax rate. Customer Engagement Cloud and Recurring Revenue Metrics Recurring revenue, on both a GAAP and non-GAAP basis, is the portion of our revenue that we believe is likely to be renewed in the future, and primarily consists of initial and renewal post contract support and cloud revenue. Cloud revenue, on both a GAAP and non-GAAP basis, primarily consists of SaaS and optional managed services. SaaS revenue includes bundled SaaS, software with standard managed services and unbundled SaaS that we account for as term licenses where managed services are purchased separately. Cloud annualized recurring revenue ( ARR ) is calculated using GAAP and non-GAAP cloud revenue excluding term-based license revenue recognized in our most recently completed three-month period on an annualized basis, plus term-based license GAAP and non-GAAP revenue recognized during the most recent trailing 12-month period. We believe that recurring revenue, cloud revenue, and cloud annualized recurring revenue provide investors with useful insight into the nature and sustainability of our revenue streams. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. Please see “Revenue adjustments” above for an explanation for why we present these revenue numbers on both a GAAP and non-GAAP basis. 54 About Non-GAAP Financial Measures (Cont’d) n Non-GAAP income tax adjustments. We exclude our GAAP provision (benefit) for income taxes from our non-GAAP measures of net income attributable to Verint Systems Inc., and instead include a non-GAAP provision for income taxes, determined by applying a non- GAAP effective income tax rate to our income before provision for income taxes, as adjusted for the non-GAAP items described above. The non-GAAP effective income tax rate is generally based upon the income taxes we expect to pay in the reporting year. We adjust our non-GAAP effective income tax rate to exclude current-year tax payments or refunds associated with prior-year income tax returns and related amendments which were significantly delayed as a result of our historical extended filing delay. Our GAAP effective income tax rate can vary significantly from year to year as a result of tax law changes, settlements with tax authorities, changes in the geographic mix of earnings including acquisition activity, changes in the projected realizability of deferred tax assets, and other unusual or period- specific events, all of which can vary in size and frequency. We believe that our non-GAAP effective income tax rate removes much of this variability and facilitates meaningful comparisons of operating results across periods. Our non-GAAP effective income tax rates for the year ended January 31, 2019 is 11.0%, was 11.5% for the year ended January 31, 2018, and was 8.8% for the year ended January 31, 2017. We evaluate our non-GAAP effective income tax rate on an ongoing basis and it can change from time to time. Our non-GAAP income tax rate can differ materially from our GAAP effective income tax rate. Customer Engagement Cloud and Recurring Revenue Metrics Recurring revenue, on both a GAAP and non-GAAP basis, is the portion of our revenue that we believe is likely to be renewed in the future, and primarily consists of initial and renewal post contract support and cloud revenue. Cloud revenue, on both a GAAP and non-GAAP basis, primarily consists of SaaS and optional managed services. SaaS revenue includes bundled SaaS, software with standard managed services and unbundled SaaS that we account for as term licenses where managed services are purchased separately. Cloud annualized recurring revenue ( ARR ) is calculated using GAAP and non-GAAP cloud revenue excluding term-based license revenue recognized in our most recently completed three-month period on an annualized basis, plus term-based license GAAP and non-GAAP revenue recognized during the most recent trailing 12-month period. We believe that recurring revenue, cloud revenue, and cloud annualized recurring revenue provide investors with useful insight into the nature and sustainability of our revenue streams. The recurrence of these revenue streams in future periods depends on a number of factors including contractual periods and customers' renewal decisions. Please see “Revenue adjustments” above for an explanation for why we present these revenue numbers on both a GAAP and non-GAAP basis. 54

About Non-GAAP Financial Measures (Cont’d) Adjusted EBITDA Adjusted EBITDA is a non-GAAP measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation expense, amortization expense, revenue adjustments, restructuring expenses, acquisition expenses, and other expenses excluded from our non-GAAP financial measures as described above. We believe that adjusted EBITDA is also commonly used by investors to evaluate operating performance between companies because it helps reduce variability caused by differences in capital structures, income taxes, stock-based compensation accounting policies, and depreciation and amortization policies. Adjusted EBITDA is also used by credit rating agencies, lenders, and other parties to evaluate our creditworthiness. Net Debt Net Debt is a non-GAAP measure defined as the sum of long-term and short-term debt on our consolidated balance sheet, excluding unamortized discounts and issuance costs, less the sum of cash and cash equivalents, restricted cash, restricted cash equivalents, restricted bank time deposits, and restricted investments (including longterm portions), and short-term investments. We use this non-GAAP financial measure to help evaluate our capital structure, financial leverage, and our ability to reduce debt and to fund investing and financing activities, and believe that it provides useful information to investors. Return on Invested Capital ROIC is calculated as net operating profit after tax divided by average total invested capital. Net operating profit after tax is defined as tax- affected non-GAAP operating income assuming an illustrative 25% marginal tax rate. Average total invested capital is defined as the sum of reported total debt and total stockholders’ equity over the last two fiscal years. 55 About Non-GAAP Financial Measures (Cont’d) Adjusted EBITDA Adjusted EBITDA is a non-GAAP measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation expense, amortization expense, revenue adjustments, restructuring expenses, acquisition expenses, and other expenses excluded from our non-GAAP financial measures as described above. We believe that adjusted EBITDA is also commonly used by investors to evaluate operating performance between companies because it helps reduce variability caused by differences in capital structures, income taxes, stock-based compensation accounting policies, and depreciation and amortization policies. Adjusted EBITDA is also used by credit rating agencies, lenders, and other parties to evaluate our creditworthiness. Net Debt Net Debt is a non-GAAP measure defined as the sum of long-term and short-term debt on our consolidated balance sheet, excluding unamortized discounts and issuance costs, less the sum of cash and cash equivalents, restricted cash, restricted cash equivalents, restricted bank time deposits, and restricted investments (including longterm portions), and short-term investments. We use this non-GAAP financial measure to help evaluate our capital structure, financial leverage, and our ability to reduce debt and to fund investing and financing activities, and believe that it provides useful information to investors. Return on Invested Capital ROIC is calculated as net operating profit after tax divided by average total invested capital. Net operating profit after tax is defined as tax- affected non-GAAP operating income assuming an illustrative 25% marginal tax rate. Average total invested capital is defined as the sum of reported total debt and total stockholders’ equity over the last two fiscal years. 55

Financial Outlook Our non-GAAP Consolidated, Customer Engagement, and Cyber Intelligence three-year targets exclude various GAAP measures, including: n Amortization of intangible assets. n Stock-based compensation expenses. n Revenue adjustments. n Acquisition expenses. n Restructuring expenses. Our non-GAAP Consolidated three-year targets also reflect income tax provisions on a non-GAAP basis. We are unable, without unreasonable efforts, to provide a reconciliation for these GAAP measures which are excluded from our non-GAAP Consolidated, Customer Engagement, and Cyber Intelligence three-year targets, due to the level of unpredictability and uncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. Our non-GAAP Consolidated, Customer Engagement, and Cyber Intelligence three-year targets reflect foreign currency exchange rates approximately consistent with current rates. 56 Financial Outlook Our non-GAAP Consolidated, Customer Engagement, and Cyber Intelligence three-year targets exclude various GAAP measures, including: n Amortization of intangible assets. n Stock-based compensation expenses. n Revenue adjustments. n Acquisition expenses. n Restructuring expenses. Our non-GAAP Consolidated three-year targets also reflect income tax provisions on a non-GAAP basis. We are unable, without unreasonable efforts, to provide a reconciliation for these GAAP measures which are excluded from our non-GAAP Consolidated, Customer Engagement, and Cyber Intelligence three-year targets, due to the level of unpredictability and uncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. Our non-GAAP Consolidated, Customer Engagement, and Cyber Intelligence three-year targets reflect foreign currency exchange rates approximately consistent with current rates. 56

Financial Outlook (Cont’d) Our non-GAAP outlook for the year ending January 31, 2020 excludes the following GAAP measures which we are able to quantify with reasonable certainty: n Amortization of intangible assets of approximately $55 million. n Amortization of discount on convertible notes of approximately $12 million. Our non-GAAP outlook for the year ending January 31, 2020 excludes the following GAAP measures for which we are able to provide a range of probable significance: n Revenue adjustments are expected to be between approximately $24 million and $26 million. n Stock-based compensation is expected to be between approximately $73 million and $77 million, assuming market prices for our common stock approximately consistent with current levels. Our non-GAAP outlook does not include the potential impact of any in-process business acquisitions that may close after the date hereof, and, unless otherwise specified, reflects foreign currency exchange rates approximately consistent with current rates. We are unable, without unreasonable efforts, to provide a reconciliation for other GAAP measures which are excluded from our non-GAAP outlook, including the impact of future business acquisitions or acquisition expenses, future restructuring expenses, and non-GAAP income tax adjustments due to the level of unpredictability and uncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. While historical results may not be indicative of future results, actual amounts for the years ended January 31, 2019, 2018 and 2017 for the GAAP measures excluded from our non-GAAP outlook appear in the GAAP to Non-GAAP Reconciliation Tables contained in this presentation. 57 Financial Outlook (Cont’d) Our non-GAAP outlook for the year ending January 31, 2020 excludes the following GAAP measures which we are able to quantify with reasonable certainty: n Amortization of intangible assets of approximately $55 million. n Amortization of discount on convertible notes of approximately $12 million. Our non-GAAP outlook for the year ending January 31, 2020 excludes the following GAAP measures for which we are able to provide a range of probable significance: n Revenue adjustments are expected to be between approximately $24 million and $26 million. n Stock-based compensation is expected to be between approximately $73 million and $77 million, assuming market prices for our common stock approximately consistent with current levels. Our non-GAAP outlook does not include the potential impact of any in-process business acquisitions that may close after the date hereof, and, unless otherwise specified, reflects foreign currency exchange rates approximately consistent with current rates. We are unable, without unreasonable efforts, to provide a reconciliation for other GAAP measures which are excluded from our non-GAAP outlook, including the impact of future business acquisitions or acquisition expenses, future restructuring expenses, and non-GAAP income tax adjustments due to the level of unpredictability and uncertainty associated with these items. For these same reasons, we are unable to assess the probable significance of these excluded items. While historical results may not be indicative of future results, actual amounts for the years ended January 31, 2019, 2018 and 2017 for the GAAP measures excluded from our non-GAAP outlook appear in the GAAP to Non-GAAP Reconciliation Tables contained in this presentation. 57

GAAP to Non-GAAP Reconciliations ($ in millions) Three Months Ended Year Ended Year Ended Three Months Ended Year Ended April July October January January January 31, 2017 January 31, 2018 January 31, 2018 30,2018 31,2018 31,2018 31,2019 31,2019 Revenue Reconciliation GAAP Revenue $1,062.1 $318.7 $1,135.2 $289.2 $306.3 $304.0 $330.2 $1,229.7 Revenue Adjustments 10.6 4.0 15.3 2.8 2.2 4.0 6.5 15.4 Non-GAAP Revenue $1,072.7 $322.7 $1,150.5 $292.0 $308.5 $308.0 $336.7 $1,245.1 Gross Profit Reconciliation GAAP Gross Profit $639.5 $204.8 $688.4 $175.1 $193.0 $192.7 $219.7 $780.5 GAAP Gross Margin 60.2% 64.3% 60.6% 60.6% 63.0% 63.4% 66.5% 63.5% Revenue Adjustments $10.6 $4.0 $15.3 $2.8 $2.2 $4.0 $6.5 $15.4 Amortization of Acquired Technology 37.3 10.0 38.2 7.4 5.5 5.9 6.5 25.4 Stock-Based Compensation Expenses 8.6 2.6 8.5 0.8 1.9 1.4 1.6 5.7 Acquisition Expenses - – 0.1 – – – 0.3 0.4 Restructuring Expenses 2.3 0.3 2.2 0.4 0.7 0.1 0.3 1.5 Non-GAAP Gross Profit $698.3 $221.7 $752.7 $186.5 $203.3 $204.1 $234.9 $828.9 Non-GAAP Gross Margin 65.1% 68.7% 65.4% 63.9% 65.9% 66.3% 69.8% 66.6% Notes: Amounts may not cross foot due to rounding. FYE 19 results included in this presentation reflect our February 1, 2018 adoption of new GAAP revenue recognition guidance. 58 GAAP to Non-GAAP Reconciliations ($ in millions) Three Months Ended Year Ended Year Ended Three Months Ended Year Ended April July October January January January 31, 2017 January 31, 2018 January 31, 2018 30,2018 31,2018 31,2018 31,2019 31,2019 Revenue Reconciliation GAAP Revenue $1,062.1 $318.7 $1,135.2 $289.2 $306.3 $304.0 $330.2 $1,229.7 Revenue Adjustments 10.6 4.0 15.3 2.8 2.2 4.0 6.5 15.4 Non-GAAP Revenue $1,072.7 $322.7 $1,150.5 $292.0 $308.5 $308.0 $336.7 $1,245.1 Gross Profit Reconciliation GAAP Gross Profit $639.5 $204.8 $688.4 $175.1 $193.0 $192.7 $219.7 $780.5 GAAP Gross Margin 60.2% 64.3% 60.6% 60.6% 63.0% 63.4% 66.5% 63.5% Revenue Adjustments $10.6 $4.0 $15.3 $2.8 $2.2 $4.0 $6.5 $15.4 Amortization of Acquired Technology 37.3 10.0 38.2 7.4 5.5 5.9 6.5 25.4 Stock-Based Compensation Expenses 8.6 2.6 8.5 0.8 1.9 1.4 1.6 5.7 Acquisition Expenses - – 0.1 – – – 0.3 0.4 Restructuring Expenses 2.3 0.3 2.2 0.4 0.7 0.1 0.3 1.5 Non-GAAP Gross Profit $698.3 $221.7 $752.7 $186.5 $203.3 $204.1 $234.9 $828.9 Non-GAAP Gross Margin 65.1% 68.7% 65.4% 63.9% 65.9% 66.3% 69.8% 66.6% Notes: Amounts may not cross foot due to rounding. FYE 19 results included in this presentation reflect our February 1, 2018 adoption of new GAAP revenue recognition guidance. 58

GAAP to Non-GAAP Reconciliations (Cont’d) ($ in millions) Year Ended Three Months Ended Year Ended Year Ended Three Months Ended Year Ended January January January April July October January January 31, 2017 31, 2018 31, 2018 30, 2018 31, 2018 31, 2018 31, 2019 31, 2019 Operating Income Reconciliation GAAP Operating Income $17.4 $36.3 $48.6 $7.8 $29.2 $33.7 $43.6 $114.2 As a Percentage of GAAP Revenue 1.6% 11.4% 4.3% 2.7% 9.5% 11.1% 13.2% 9.3% Revenue Adjustments $10.6 $4.0 $15.3 $2.8 $2.2 $4.0 $6.5 $15.4 Amortization of Acquired Technology 37.3 10.0 38.2 7.4 5.5 5.9 6.5 25.4 Amortization of Other Acquired Intangible Assets 44.1 7.5 34.2 7.7 7.4 7.6 8.3 31.0 Stock-Based Compensation Expenses 65.6 18.9 69.4 16.4 17.5 16.6 16.1 66.7 Acquisition Expenses, Net 12.9 (0.9) 1.6 2.3 0.1 1.9 5.7 9.9 Restructuring Expenses 15.7 2.0 13.4 1.1 0.9 1.0 1.9 4.9 Impairment Charges - 3.3 3.3 – – – – – Other Adjustments 1.0 0.9 2.1 0.6 0.6 (1.5) (0.4) (0.6) $204.6 $82.0 $226.1 $46.1 $63.4 $69.2 $88.2 $266.9 Non-GAAP Operating Income As a Percentage of Non-GAAP Revenue 19.1% 25.4% 19.7% 15.8% 20.6% 22.5% 26.2% 21.4% Other Expense Reconciliation GAAP Other Expense, Net $(40.8) $(5.1) $(29.7) $(8.7) $(10.0) $(7.8) $(9.9) $(36.5) Unrealized Losses (Gains) on Derivatives, Net 0.5 (1.4) (3.2) (0.5) 0.4 0.4 0.9 1.1 Amortization of Convertible Note Discount 10.7 2.9 11.2 2.9 2.9 2.9 3.0 11.9 Losses and Expenses on Early Retirement or Modification of Debt - 0.7 2.7 – – – – – Acquisition Expenses, Net (0.1) 0.2 0.9 – 0.3 – 0.1 0.4 Restructuring Expenses 0.2 – 0.1 – – – – – Impairment Charges 2.4 – - - - - - - Non-GAAP Other Expense, Net $(27.1) $(2.7) $(18.0) $(6.3) $(6.4) $(4.5) $(5.9) $(23.1) Notes: Amounts may not cross foot due to rounding. 59 GAAP to Non-GAAP Reconciliations (Cont’d) ($ in millions) Year Ended Three Months Ended Year Ended Year Ended Three Months Ended Year Ended January January January April July October January January 31, 2017 31, 2018 31, 2018 30, 2018 31, 2018 31, 2018 31, 2019 31, 2019 Operating Income Reconciliation GAAP Operating Income $17.4 $36.3 $48.6 $7.8 $29.2 $33.7 $43.6 $114.2 As a Percentage of GAAP Revenue 1.6% 11.4% 4.3% 2.7% 9.5% 11.1% 13.2% 9.3% Revenue Adjustments $10.6 $4.0 $15.3 $2.8 $2.2 $4.0 $6.5 $15.4 Amortization of Acquired Technology 37.3 10.0 38.2 7.4 5.5 5.9 6.5 25.4 Amortization of Other Acquired Intangible Assets 44.1 7.5 34.2 7.7 7.4 7.6 8.3 31.0 Stock-Based Compensation Expenses 65.6 18.9 69.4 16.4 17.5 16.6 16.1 66.7 Acquisition Expenses, Net 12.9 (0.9) 1.6 2.3 0.1 1.9 5.7 9.9 Restructuring Expenses 15.7 2.0 13.4 1.1 0.9 1.0 1.9 4.9 Impairment Charges - 3.3 3.3 – – – – – Other Adjustments 1.0 0.9 2.1 0.6 0.6 (1.5) (0.4) (0.6) $204.6 $82.0 $226.1 $46.1 $63.4 $69.2 $88.2 $266.9 Non-GAAP Operating Income As a Percentage of Non-GAAP Revenue 19.1% 25.4% 19.7% 15.8% 20.6% 22.5% 26.2% 21.4% Other Expense Reconciliation GAAP Other Expense, Net $(40.8) $(5.1) $(29.7) $(8.7) $(10.0) $(7.8) $(9.9) $(36.5) Unrealized Losses (Gains) on Derivatives, Net 0.5 (1.4) (3.2) (0.5) 0.4 0.4 0.9 1.1 Amortization of Convertible Note Discount 10.7 2.9 11.2 2.9 2.9 2.9 3.0 11.9 Losses and Expenses on Early Retirement or Modification of Debt - 0.7 2.7 – – – – – Acquisition Expenses, Net (0.1) 0.2 0.9 – 0.3 – 0.1 0.4 Restructuring Expenses 0.2 – 0.1 – – – – – Impairment Charges 2.4 – - - - - - - Non-GAAP Other Expense, Net $(27.1) $(2.7) $(18.0) $(6.3) $(6.4) $(4.5) $(5.9) $(23.1) Notes: Amounts may not cross foot due to rounding. 59

GAAP to Non-GAAP Reconciliations (Cont’d) ($ in millions, Except Share and Per Share Data; Shares in Thousands) Three Months Ended Three Months Year Ended Ended Year Ended April 30, July 31, October January Year Ended January 31, 2017 January 31, 2018 January 31, 2018 2018 2018 31, 2018 31, 2019 January 31, 2019 Tax Provision (Benefit) Reconciliation GAAP Provision (Benefit) for Income Taxes $2.8 $12.8 $22.4 $0.3 $(3.7) $5.6 $5.4 $7.5 GAAP Effective Income Tax Rate (11.8)% 41.3% 118.3% (28.8)% (19.4)% 21.7% 16.0% 9.7% Non-GAAP Tax Adjustments 12.9 (3.4) 1.6 4.0 9.7 1.4 4.2 19.4 Non-GAAP Provision for Income Taxes $15.7 $9.4 $24.0 $4.3 $6.0 $7.0 $9.6 $26.9 Non-GAAP Effective Income Tax Rate 8 . 8 % 11.9% 11.5% 10.7% 10.5% 10.8% 11.7% 11.0% Net (Loss) Income Attributable to Verint Systems Inc. Reconciliation GAAP Net (Loss) Income Attributable to Verint Systems Inc. $(29.4) $17.1 $(6.6) $(2.2) $22.0 $18.9 $27.3 $66.0 Total GAAP Net (Loss) Income Adjustments 1 8 8 . 1 51.6 187.5 36.7 28.1 37.5 44.4 146.7 Non-GAAP Net Income Attributable to Verint Systems Inc. $158.7 $68.7 $180.9 $34.5 $50.1 $56.4 $71.7 $212.7 GAAP Diluted Net (Loss) Income per Common Share Attriburtble $(0.47) $0.26 $(0.10) $(0.03) $0.33 $0.29 $0.41 $1.00 to Verint Systems Inc. Non-GAAP Diluted Net Income per Common Share Attributable $2.51 $1.05 $2.81 $0.53 $0.76 $0.85 $1.08 $3.21 to Verint Systems Inc. GAAP Weighted-Average Shares Used in Computing Diluted Net 62,593 65,139 63,312 63,928 65,840 66,200 66,504 66,245 (Loss) Income per Common Share Additional Weighted-Average Shares Applicable to Non-GAAP Net Income per 538 – 1,046 1,203 – – – – Common Share Attributable to Verint Systems Inc. Non-Gaap Diluted Weighted-Average Shares Used in Computing Net 63,131 65,139 64,358 65,131 65,840 66,200 66,504 66,245 Income per Common Share Notes: Amounts may not cross foot due to rounding. 60 GAAP to Non-GAAP Reconciliations (Cont’d) ($ in millions, Except Share and Per Share Data; Shares in Thousands) Three Months Ended Three Months Year Ended Ended Year Ended April 30, July 31, October January Year Ended January 31, 2017 January 31, 2018 January 31, 2018 2018 2018 31, 2018 31, 2019 January 31, 2019 Tax Provision (Benefit) Reconciliation GAAP Provision (Benefit) for Income Taxes $2.8 $12.8 $22.4 $0.3 $(3.7) $5.6 $5.4 $7.5 GAAP Effective Income Tax Rate (11.8)% 41.3% 118.3% (28.8)% (19.4)% 21.7% 16.0% 9.7% Non-GAAP Tax Adjustments 12.9 (3.4) 1.6 4.0 9.7 1.4 4.2 19.4 Non-GAAP Provision for Income Taxes $15.7 $9.4 $24.0 $4.3 $6.0 $7.0 $9.6 $26.9 Non-GAAP Effective Income Tax Rate 8 . 8 % 11.9% 11.5% 10.7% 10.5% 10.8% 11.7% 11.0% Net (Loss) Income Attributable to Verint Systems Inc. Reconciliation GAAP Net (Loss) Income Attributable to Verint Systems Inc. $(29.4) $17.1 $(6.6) $(2.2) $22.0 $18.9 $27.3 $66.0 Total GAAP Net (Loss) Income Adjustments 1 8 8 . 1 51.6 187.5 36.7 28.1 37.5 44.4 146.7 Non-GAAP Net Income Attributable to Verint Systems Inc. $158.7 $68.7 $180.9 $34.5 $50.1 $56.4 $71.7 $212.7 GAAP Diluted Net (Loss) Income per Common Share Attriburtble $(0.47) $0.26 $(0.10) $(0.03) $0.33 $0.29 $0.41 $1.00 to Verint Systems Inc. Non-GAAP Diluted Net Income per Common Share Attributable $2.51 $1.05 $2.81 $0.53 $0.76 $0.85 $1.08 $3.21 to Verint Systems Inc. GAAP Weighted-Average Shares Used in Computing Diluted Net 62,593 65,139 63,312 63,928 65,840 66,200 66,504 66,245 (Loss) Income per Common Share Additional Weighted-Average Shares Applicable to Non-GAAP Net Income per 538 – 1,046 1,203 – – – – Common Share Attributable to Verint Systems Inc. Non-Gaap Diluted Weighted-Average Shares Used in Computing Net 63,131 65,139 64,358 65,131 65,840 66,200 66,504 66,245 Income per Common Share Notes: Amounts may not cross foot due to rounding. 60

GAAP to Non-GAAP Reconciliations (Cont’d) ($ in millions) Three Months Ended Year Ended Year Ended Three Months Ended Year Ended April July October January January January 31, 2017 January 31, 2018 January 31, 2018 30, 2018 31, 2018 31, 2018 31, 2019 31, 2019 Adjusted EBITDA Reconciliation GAAP Net (Loss) Income $(29.4) $17.1 $(6.6) $(2.2) $22.0 $18.9 $27.3 $66.0 Attributable to Verint Systems Inc. As a Percentage of GAAP Revenue (2.8)% 5.4% (0.6)% (0.8)% 7.2% 6.2% 8.3% 5.4% Net Income Attributable to $3.1 $1.2 $3.2 $1.0 $0.9 $1.3 $1.0 $4.2 Noncontrolling Interest Provision (Benefit) Income Taxes 2.8 12.8 22.4 0.3 (3.7) 5.6 5.4 7.5 Other Expense, Net 40.8 5.1 29.7 8.7 10.0 7.8 9.9 36.5 GAAP Depreciation & Amortization¹ 111.1 25.2 102.9 23.3 20.3 20.6 22.0 86.2 Revenue Adjustments 10.6 4.0 15.3 2.8 2.2 4.0 6.5 15.4 Stock-Based Compensation 65.6 18.9 69.4 16.4 17.5 16.6 16.1 66.7 Expenses Acquisition Expenses, Net 12.9 (0.9) 1.6 2.3 0.1 1.9 5.7 9.9 Restructuring Expenses 15.0 2.1 13.3 1.1 0.8 1.1 1.9 4.9 Impairment Charges - 3.3 3.3 – – – – – Other Adjustments 1.0 1.0 2.1 0.6 0.6 (1.5) (0.4) (0.6) Adjusted EBITDA $233.5 $89.8 $256.6 $54.3 $70.7 $76.3 $95.4 $296.7 As a Percentage of 21.8% 27.8% 22.3% 18.6% 22.9% 24.8% 28.3% 23.8% Non-GAAP Revenue Note: Amounts may not cross foot due to rounding. 1 Adjusted for patent and financing fee amortization. 61 GAAP to Non-GAAP Reconciliations (Cont’d) ($ in millions) Three Months Ended Year Ended Year Ended Three Months Ended Year Ended April July October January January January 31, 2017 January 31, 2018 January 31, 2018 30, 2018 31, 2018 31, 2018 31, 2019 31, 2019 Adjusted EBITDA Reconciliation GAAP Net (Loss) Income $(29.4) $17.1 $(6.6) $(2.2) $22.0 $18.9 $27.3 $66.0 Attributable to Verint Systems Inc. As a Percentage of GAAP Revenue (2.8)% 5.4% (0.6)% (0.8)% 7.2% 6.2% 8.3% 5.4% Net Income Attributable to $3.1 $1.2 $3.2 $1.0 $0.9 $1.3 $1.0 $4.2 Noncontrolling Interest Provision (Benefit) Income Taxes 2.8 12.8 22.4 0.3 (3.7) 5.6 5.4 7.5 Other Expense, Net 40.8 5.1 29.7 8.7 10.0 7.8 9.9 36.5 GAAP Depreciation & Amortization¹ 111.1 25.2 102.9 23.3 20.3 20.6 22.0 86.2 Revenue Adjustments 10.6 4.0 15.3 2.8 2.2 4.0 6.5 15.4 Stock-Based Compensation 65.6 18.9 69.4 16.4 17.5 16.6 16.1 66.7 Expenses Acquisition Expenses, Net 12.9 (0.9) 1.6 2.3 0.1 1.9 5.7 9.9 Restructuring Expenses 15.0 2.1 13.3 1.1 0.8 1.1 1.9 4.9 Impairment Charges - 3.3 3.3 – – – – – Other Adjustments 1.0 1.0 2.1 0.6 0.6 (1.5) (0.4) (0.6) Adjusted EBITDA $233.5 $89.8 $256.6 $54.3 $70.7 $76.3 $95.4 $296.7 As a Percentage of 21.8% 27.8% 22.3% 18.6% 22.9% 24.8% 28.3% 23.8% Non-GAAP Revenue Note: Amounts may not cross foot due to rounding. 1 Adjusted for patent and financing fee amortization. 61

Revenue by Segment ($ in millions) Three Months Ended Year Ended Year Ended Three Months Ended Year Ended April July October January January January 31, 2017 January 31, 2018 January 31, 2018 30, 2018 31, 2018 31, 2018 31, 2019 31, 2019 GAAP Revenue by Segment: Customer Engagement $705.9 $208.4 $740.1 $186.5 $200.8 $197.5 $211.5 $796.3 Cyber Intelligence 356.2 110.3 395.1 102.7 105.5 106.5 118.7 433.4 GAAP Total Revenue $1,062.1 $318.7 $1,135.2 $289.2 $306.3 $304.0 $330.2 $1,229.7 Revenue Adjustments: Customer Engagement $10.3 $3.9 $14.9 $2.7 $2.2 $4.0 $6.3 $15.0 Cyber Intelligence 0.3 0.1 0.4 0.1 – – 0.2 0.4 Total Revenue Adjustments $10.6 $4.0 $15.3 $2.8 $2.2 $4.0 $6.5 $15.4 Non-GAAP Revenue by Segment: Customer Engagement $716.2 $212.3 $755.0 $189.2 $203.0 $201.5 $217.8 $811.3 Cyber Intelligence 356.5 110.4 395.5 102.8 105.5 106.5 118.9 433.8 Non-GAAP Total Revenue $1,072.7 $322.7 $1,150.5 $292.0 $308.5 $308.0 $336.7 $1,245.1 62 Note: Amounts may not cross foot due to rounding. Revenue by Segment ($ in millions) Three Months Ended Year Ended Year Ended Three Months Ended Year Ended April July October January January January 31, 2017 January 31, 2018 January 31, 2018 30, 2018 31, 2018 31, 2018 31, 2019 31, 2019 GAAP Revenue by Segment: Customer Engagement $705.9 $208.4 $740.1 $186.5 $200.8 $197.5 $211.5 $796.3 Cyber Intelligence 356.2 110.3 395.1 102.7 105.5 106.5 118.7 433.4 GAAP Total Revenue $1,062.1 $318.7 $1,135.2 $289.2 $306.3 $304.0 $330.2 $1,229.7 Revenue Adjustments: Customer Engagement $10.3 $3.9 $14.9 $2.7 $2.2 $4.0 $6.3 $15.0 Cyber Intelligence 0.3 0.1 0.4 0.1 – – 0.2 0.4 Total Revenue Adjustments $10.6 $4.0 $15.3 $2.8 $2.2 $4.0 $6.5 $15.4 Non-GAAP Revenue by Segment: Customer Engagement $716.2 $212.3 $755.0 $189.2 $203.0 $201.5 $217.8 $811.3 Cyber Intelligence 356.5 110.4 395.5 102.8 105.5 106.5 118.9 433.8 Non-GAAP Total Revenue $1,072.7 $322.7 $1,150.5 $292.0 $308.5 $308.0 $336.7 $1,245.1 62 Note: Amounts may not cross foot due to rounding.

Table of Reconciliation from Gross Debt to Net Debt, including Long-Term Restricted Cash, Cash Equivalents, Time Deposits and Investments ($ in millions) As of January 31, 2018 2019 Current Maturities of Long-term Debt $4.5 $4.3 Long-term Debt 768.5 777.8 Unamortized Debt Discounts and Issuance Costs 50.1 36.6 Gross Debt $823.1 $818.7 Less: Cash and Cash Equivalents $337.9 $370.0 Restricted Cash and Cash Equivalents, and Restricted Time Deposits 33.3 42.3 Short-term Investments 6.6 32.3 Long-term Restricted Cash, Cash Equivalents, Time Deposits and Investments 28.4 23.1 Net Debt, Including Long-term Restricted Cash, Cash Equivalents, Time Deposits, and Investments $416.9 $351.0 Note: Amounts may not cross foot due to rounding. 63 Table of Reconciliation from Gross Debt to Net Debt, including Long-Term Restricted Cash, Cash Equivalents, Time Deposits and Investments ($ in millions) As of January 31, 2018 2019 Current Maturities of Long-term Debt $4.5 $4.3 Long-term Debt 768.5 777.8 Unamortized Debt Discounts and Issuance Costs 50.1 36.6 Gross Debt $823.1 $818.7 Less: Cash and Cash Equivalents $337.9 $370.0 Restricted Cash and Cash Equivalents, and Restricted Time Deposits 33.3 42.3 Short-term Investments 6.6 32.3 Long-term Restricted Cash, Cash Equivalents, Time Deposits and Investments 28.4 23.1 Net Debt, Including Long-term Restricted Cash, Cash Equivalents, Time Deposits, and Investments $416.9 $351.0 Note: Amounts may not cross foot due to rounding. 63

GAAP to Non-GAAP Customer Engagement Cloud Revenue, Recurring Revenue, and Cloud Annualized Recurring Revenue ( ARR ) calculations using GAAP and Non-GAAP Cloud Revenue ($ in millions) Year Ended January Year Ended January 31, 2018 31, 2019 Table of Reconciliation from GAAP Cloud Revenue to Non-GAAP Cloud Revenue Customer Engagement Cloud Revenue – GAAP $122.0 $150.7 Estimated Revenue Adjustments 13.0 14.7 Cloud Revenue – Non-GAAP $135.0 $165.4 Table of Reconciliation from GAAP Recurring Revenue to Non-Gaap Recurring Revenue Customer Engagement Recurring Revenue – GAAP $425.6 $465.7 As a Percentage of GAAP Revenue 57.5% 58.5% Estimated Revenue Adjustments $15.0 $15.0 Recurring Revenue – Non-GAAP $440.6 $480.7 As a Percentage of Non-GAAP Revenue 58.4% 59.3% Cloud ARR Calculations Using GAAP and Non-GAAP Cloud Revenue Customer Engagement Cloud ARR – Calculated Using GAAP Cloud Revenue $126.3 $176.6 Estimated Revenue Adjustments 11.7 23.2 Cloud ARR – Calculated Using Non-GAAP Cloud Revenue $138.0 $199.8 64 GAAP to Non-GAAP Customer Engagement Cloud Revenue, Recurring Revenue, and Cloud Annualized Recurring Revenue ( ARR ) calculations using GAAP and Non-GAAP Cloud Revenue ($ in millions) Year Ended January Year Ended January 31, 2018 31, 2019 Table of Reconciliation from GAAP Cloud Revenue to Non-GAAP Cloud Revenue Customer Engagement Cloud Revenue – GAAP $122.0 $150.7 Estimated Revenue Adjustments 13.0 14.7 Cloud Revenue – Non-GAAP $135.0 $165.4 Table of Reconciliation from GAAP Recurring Revenue to Non-Gaap Recurring Revenue Customer Engagement Recurring Revenue – GAAP $425.6 $465.7 As a Percentage of GAAP Revenue 57.5% 58.5% Estimated Revenue Adjustments $15.0 $15.0 Recurring Revenue – Non-GAAP $440.6 $480.7 As a Percentage of Non-GAAP Revenue 58.4% 59.3% Cloud ARR Calculations Using GAAP and Non-GAAP Cloud Revenue Customer Engagement Cloud ARR – Calculated Using GAAP Cloud Revenue $126.3 $176.6 Estimated Revenue Adjustments 11.7 23.2 Cloud ARR – Calculated Using Non-GAAP Cloud Revenue $138.0 $199.8 64

Estimated GAAP to Non-GAAP Fully Allocated Gross Margins ($ in millions) For Year Ended January 31, 2018 For Three Months Ended April 30, 2018 Customer Cyber Customer Cyber Consolidated Consolidated Engagement Intelligence Engagement Intelligence GAAP Product Revenue $184.2 $215.5 $399.7 GAAP Product Revenue $48.4 $57.5 $105.9 GAAP Service Revenue 555.9 179.6 735.5 GAAP Service Revenue 138.1 45.2 183.3 Total GAAP Revenue $740.1 $395.1 $1,135.2 Total GAAP Revenue $186.5 $102.7 $289.2 Product Costs $34.7 $92.3 $127.0 Product Costs $8.8 $25.0 $33.8 Service Expenses 197.6 61.5 259.1 Service Expenses 51.6 16.7 68.3 Amortization of Acquired Technology 22.2 16.0 38.2 Amortization of Acquired Technology 4.3 3.1 7.4 Stock-based Compensation Expenses¹ 6.9 1.6 8.5 Stock-based Compensation Expenses¹ 0.6 0.2 0.8 Shared Support Service Allocation² 9.2 4.8 14.0 Shared Support Service Allocation² 2.5 1.3 3.8 Total GAAP Cost of Revenue $270.6 $176.2 $446.8 Total GAAP Cost of Revenue $67.8 $46.3 $114.1 GAAP Gross Profit $469.5 $218.9 $688.4 GAAP Gross Profit $118.7 $56.4 $175.1 GAAP Gross Margin 63.4% 55.4% 60.6% GAAP Gross Margin 63.7% 54.9% 60.6% Revenue Adjustments $14.9 $0.4 $15.3 Revenue Adjustments $2.7 $0.1 $2.8 Amortization of Acquired Technology 22.2 16.0 38.2 Amortization of Acquired Technology 4.3 3.1 7.4 Stock-based Compensation Expenses¹ 6.9 1.6 8.5 Stock-based Compensation Expenses¹ 0.6 0.2 0.8 Acquisition Expenses, Net³ 0.1 – 0.1 Acquisition Expenses, Net³ – – – Restructuring Expenses³ 1.5 0.7 2.2 Restructuring Expenses³ 0.3 0.1 0.4 Non-GAAP Gross Profit $515.1 $237.6 $752.7 Non-GAAP Gross Profit $126.6 $59.9 $186.5 Non-GAAP Gross Margin 68.2% 60.1% 65.4% Non-GAAP Gross Margin 66.9% 58.3% 63.9% For Three Months Ended July 31, 2018 For Three Months Ended October 31, 2018 Customer Cyber Customer Cyber Consolidated Consolidated Engagement Intelligence Engagement Intelligence GAAP Product Revenue $55.5 $54.5 $110.0 GAAP Product Revenue $52.4 $59.3 $111.7 GAAP Service Revenue 145.3 51.0 196.3 GAAP Service Revenue 145.1 47.2 192.3 Total GAAP Revenue $200.8 $105.5 $306.3 Total GAAP Revenue $197.5 $106.5 $304.0 Product Costs $8.5 $23.4 $31.9 Product Costs $9.1 $22.9 $32.0 Service Expenses 53.0 17.6 70.6 Service Expenses 51.1 17.2 68.3 Amortization of Acquired Technology 4.1 1.4 5.5 Amortization of Acquired Technology 4.5 1.4 5.9 Stock-based Compensation Expenses¹ 1.6 0.3 1.9 Stock-based Compensation Expenses¹ 1.1 0.3 1.4 Shared Support Service Allocation² 2.2 1.2 3.4 Shared Support Service Allocation² 2.4 1.3 3.7 Total GAAP Cost of Revenue $69.4 $43.9 $113.3 Total GAAP Cost of Revenue $68.2 $43.1 $111.3 GAAP Gross Profit $131.4 $61.6 $193.0 GAAP Gross Profit $129.3 $63.4 $192.7 GAAP Gross Margin 65.4% 58.4% 63.0% GAAP Gross Margin 65.5% 59.6% 63.4% Revenue Adjustments $2.2 – $2.2 Revenue Adjustments $4.0 – $4.0 Amortization of Acquired Technology 4.1 1.4 5.5 Amortization of Acquired Technology 4.5 1.4 5.9 Stock-based Compensation Expenses¹ 1.6 0.3 1.9 Stock-based Compensation Expenses¹ 1.1 0.3 1.4 Acquisition Expenses, Net³ – – – Acquisition Expenses, Net³ – – – Restructuring Expenses³ 0.4 0.3 0.7 Restructuring Expenses³ 0.1 – 0.1 Non-GAAP Gross Profit $139.7 $63.6 $203.3 Non-GAAP Gross Profit $139.0 $65.1 $204.1 Non-GAAP Gross Margin 68.8% 60.3% 65.9% Non-GAAP Gross Margin 69.0% 61.1% 66.3% Note: Amounts may not cross foot due to rounding; please refer to note on bottom of next slide. 65 Estimated GAAP to Non-GAAP Fully Allocated Gross Margins ($ in millions) For Year Ended January 31, 2018 For Three Months Ended April 30, 2018 Customer Cyber Customer Cyber Consolidated Consolidated Engagement Intelligence Engagement Intelligence GAAP Product Revenue $184.2 $215.5 $399.7 GAAP Product Revenue $48.4 $57.5 $105.9 GAAP Service Revenue 555.9 179.6 735.5 GAAP Service Revenue 138.1 45.2 183.3 Total GAAP Revenue $740.1 $395.1 $1,135.2 Total GAAP Revenue $186.5 $102.7 $289.2 Product Costs $34.7 $92.3 $127.0 Product Costs $8.8 $25.0 $33.8 Service Expenses 197.6 61.5 259.1 Service Expenses 51.6 16.7 68.3 Amortization of Acquired Technology 22.2 16.0 38.2 Amortization of Acquired Technology 4.3 3.1 7.4 Stock-based Compensation Expenses¹ 6.9 1.6 8.5 Stock-based Compensation Expenses¹ 0.6 0.2 0.8 Shared Support Service Allocation² 9.2 4.8 14.0 Shared Support Service Allocation² 2.5 1.3 3.8 Total GAAP Cost of Revenue $270.6 $176.2 $446.8 Total GAAP Cost of Revenue $67.8 $46.3 $114.1 GAAP Gross Profit $469.5 $218.9 $688.4 GAAP Gross Profit $118.7 $56.4 $175.1 GAAP Gross Margin 63.4% 55.4% 60.6% GAAP Gross Margin 63.7% 54.9% 60.6% Revenue Adjustments $14.9 $0.4 $15.3 Revenue Adjustments $2.7 $0.1 $2.8 Amortization of Acquired Technology 22.2 16.0 38.2 Amortization of Acquired Technology 4.3 3.1 7.4 Stock-based Compensation Expenses¹ 6.9 1.6 8.5 Stock-based Compensation Expenses¹ 0.6 0.2 0.8 Acquisition Expenses, Net³ 0.1 – 0.1 Acquisition Expenses, Net³ – – – Restructuring Expenses³ 1.5 0.7 2.2 Restructuring Expenses³ 0.3 0.1 0.4 Non-GAAP Gross Profit $515.1 $237.6 $752.7 Non-GAAP Gross Profit $126.6 $59.9 $186.5 Non-GAAP Gross Margin 68.2% 60.1% 65.4% Non-GAAP Gross Margin 66.9% 58.3% 63.9% For Three Months Ended July 31, 2018 For Three Months Ended October 31, 2018 Customer Cyber Customer Cyber Consolidated Consolidated Engagement Intelligence Engagement Intelligence GAAP Product Revenue $55.5 $54.5 $110.0 GAAP Product Revenue $52.4 $59.3 $111.7 GAAP Service Revenue 145.3 51.0 196.3 GAAP Service Revenue 145.1 47.2 192.3 Total GAAP Revenue $200.8 $105.5 $306.3 Total GAAP Revenue $197.5 $106.5 $304.0 Product Costs $8.5 $23.4 $31.9 Product Costs $9.1 $22.9 $32.0 Service Expenses 53.0 17.6 70.6 Service Expenses 51.1 17.2 68.3 Amortization of Acquired Technology 4.1 1.4 5.5 Amortization of Acquired Technology 4.5 1.4 5.9 Stock-based Compensation Expenses¹ 1.6 0.3 1.9 Stock-based Compensation Expenses¹ 1.1 0.3 1.4 Shared Support Service Allocation² 2.2 1.2 3.4 Shared Support Service Allocation² 2.4 1.3 3.7 Total GAAP Cost of Revenue $69.4 $43.9 $113.3 Total GAAP Cost of Revenue $68.2 $43.1 $111.3 GAAP Gross Profit $131.4 $61.6 $193.0 GAAP Gross Profit $129.3 $63.4 $192.7 GAAP Gross Margin 65.4% 58.4% 63.0% GAAP Gross Margin 65.5% 59.6% 63.4% Revenue Adjustments $2.2 – $2.2 Revenue Adjustments $4.0 – $4.0 Amortization of Acquired Technology 4.1 1.4 5.5 Amortization of Acquired Technology 4.5 1.4 5.9 Stock-based Compensation Expenses¹ 1.6 0.3 1.9 Stock-based Compensation Expenses¹ 1.1 0.3 1.4 Acquisition Expenses, Net³ – – – Acquisition Expenses, Net³ – – – Restructuring Expenses³ 0.4 0.3 0.7 Restructuring Expenses³ 0.1 – 0.1 Non-GAAP Gross Profit $139.7 $63.6 $203.3 Non-GAAP Gross Profit $139.0 $65.1 $204.1 Non-GAAP Gross Margin 68.8% 60.3% 65.9% Non-GAAP Gross Margin 69.0% 61.1% 66.3% Note: Amounts may not cross foot due to rounding; please refer to note on bottom of next slide. 65

Estimated GAAP to Non-GAAP Fully Allocated Gross Margins (cont’d) ($ in millions) For Three Months Ended January 31, 2019 For Year Ended January 31, 2019 Customer Cyber Customer Cyber Consolidated Consolidated Engagement Intelligence Engagement Intelligence GAAP Product Revenue $65.5 $61.6 $127.1 GAAP Product Revenue $221.7 $232.9 $454.6 GAAP Service Revenue 146.0 57.1 203.1 GAAP Service Revenue 574.6 200.5 775.1 Total GAAP Revenue $211.5 $118.7 $330.2 Total GAAP Revenue $796.3 $433.4 $1,229.7 Product Costs $8.5 $19.3 $27.8 Product Costs $35.0 $90.6 $125.6 Service Expenses 52.6 18.0 70.6 Service Expenses 208.1 69.6 277.7 Amortization of Acquired Technology 5.0 1.5 6.5 Amortization of Acquired Technology 18.0 7.4 25.4 Stock-based Compensation Expenses¹ 1.1 0.5 1.6 Stock-based Compensation Expenses¹ 4.4 1.3 5.7 Shared Support Service Allocation² 2.6 1.4 4.0 Shared Support Service Allocation² 9.7 5.1 14.8 Total GAAP Cost of Revenue $69.8 $40.7 $110.5 Total GAAP Cost of Revenue $275.2 $174.0 $449.2 GAAP Gross Profit $141.7 $78.0 $219.7 GAAP Gross Profit $521.1 $259.4 $780.5 GAAP Gross Margin 67.0% 65.7% 66.5% GAAP Gross Margin 65.4% 59.9% 63.5% Revenue Adjustments $6.3 $0.2 $6.5 Revenue Adjustments $15.0 $0.4 $15.4 Amortization of Acquired Technology 5.0 1.5 6.5 Amortization of Acquired Technology 18.0 7.4 25.4 Stock-based Compensation Expenses¹ 1.1 0.5 1.6 Stock-based Compensation Expenses¹ 4.4 1.3 5.7 Acquisition Expenses, Net³ 0.2 0.1 0.3 Acquisition Expenses, Net³ 0.3 0.1 0.4 Restructuring Expenses³ 0.2 0.1 0.3 Restructuring Expenses³ 1.0 0.5 1.5 Non-GAAP Gross Profit $154.5 $80.4 $234.9 Non-GAAP Gross Profit $559.8 $269.1 $828.9 Non-GAAP Gross Margin 70.9% 67.6% 69.8% Non-GAAP Gross Margin 69.0% 62.0% 66.6% Note: Amounts may not cross foot due to rounding. 1 Represents the stock-based compensation expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2019, when filed, annual operations and service expense wages for each segment, and the stock-based compensation expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2018 annual operations and service expense wages for each segment, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses. 2 Represents the portion of our shared support expenses (as disclosed in footnote 16 to our January 31, 2019 Form 10-K, when filed) applicable to cost of revenue, allocated proportionally to our year ended January 31, 2019 annual non-GAAP segment revenue, and our shared support expenses (as disclosed in footnote 15 to our January 31, 2018 Form 10-K) applicable to cost of revenue, allocated proportionally to our year ended January 31, 2018 annual non-GAAP segment revenue, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses. 3 Represents the portion of our acquisition expenses, net and restructuring expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2019, when filed, annual non-GAAP segment revenue, and our acquisition expenses, net and restructuring expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2018 annual non-GAAP segment revenue, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses. 66 Estimated GAAP to Non-GAAP Fully Allocated Gross Margins (cont’d) ($ in millions) For Three Months Ended January 31, 2019 For Year Ended January 31, 2019 Customer Cyber Customer Cyber Consolidated Consolidated Engagement Intelligence Engagement Intelligence GAAP Product Revenue $65.5 $61.6 $127.1 GAAP Product Revenue $221.7 $232.9 $454.6 GAAP Service Revenue 146.0 57.1 203.1 GAAP Service Revenue 574.6 200.5 775.1 Total GAAP Revenue $211.5 $118.7 $330.2 Total GAAP Revenue $796.3 $433.4 $1,229.7 Product Costs $8.5 $19.3 $27.8 Product Costs $35.0 $90.6 $125.6 Service Expenses 52.6 18.0 70.6 Service Expenses 208.1 69.6 277.7 Amortization of Acquired Technology 5.0 1.5 6.5 Amortization of Acquired Technology 18.0 7.4 25.4 Stock-based Compensation Expenses¹ 1.1 0.5 1.6 Stock-based Compensation Expenses¹ 4.4 1.3 5.7 Shared Support Service Allocation² 2.6 1.4 4.0 Shared Support Service Allocation² 9.7 5.1 14.8 Total GAAP Cost of Revenue $69.8 $40.7 $110.5 Total GAAP Cost of Revenue $275.2 $174.0 $449.2 GAAP Gross Profit $141.7 $78.0 $219.7 GAAP Gross Profit $521.1 $259.4 $780.5 GAAP Gross Margin 67.0% 65.7% 66.5% GAAP Gross Margin 65.4% 59.9% 63.5% Revenue Adjustments $6.3 $0.2 $6.5 Revenue Adjustments $15.0 $0.4 $15.4 Amortization of Acquired Technology 5.0 1.5 6.5 Amortization of Acquired Technology 18.0 7.4 25.4 Stock-based Compensation Expenses¹ 1.1 0.5 1.6 Stock-based Compensation Expenses¹ 4.4 1.3 5.7 Acquisition Expenses, Net³ 0.2 0.1 0.3 Acquisition Expenses, Net³ 0.3 0.1 0.4 Restructuring Expenses³ 0.2 0.1 0.3 Restructuring Expenses³ 1.0 0.5 1.5 Non-GAAP Gross Profit $154.5 $80.4 $234.9 Non-GAAP Gross Profit $559.8 $269.1 $828.9 Non-GAAP Gross Margin 70.9% 67.6% 69.8% Non-GAAP Gross Margin 69.0% 62.0% 66.6% Note: Amounts may not cross foot due to rounding. 1 Represents the stock-based compensation expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2019, when filed, annual operations and service expense wages for each segment, and the stock-based compensation expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2018 annual operations and service expense wages for each segment, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses. 2 Represents the portion of our shared support expenses (as disclosed in footnote 16 to our January 31, 2019 Form 10-K, when filed) applicable to cost of revenue, allocated proportionally to our year ended January 31, 2019 annual non-GAAP segment revenue, and our shared support expenses (as disclosed in footnote 15 to our January 31, 2018 Form 10-K) applicable to cost of revenue, allocated proportionally to our year ended January 31, 2018 annual non-GAAP segment revenue, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses. 3 Represents the portion of our acquisition expenses, net and restructuring expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2019, when filed, annual non-GAAP segment revenue, and our acquisition expenses, net and restructuring expenses applicable to cost of revenue, allocated proportionally to our year ended January 31, 2018 annual non-GAAP segment revenue, which we believe provides a reasonable approximation for purposes of understanding the relative GAAP and non-GAAP gross margins of our two businesses. 66

Estimated Non-GAAP Fully Allocated Operating Margins and Estimated Fully Allocated Adjusted EBITDA ($ in millions) For Year Ended January 31, 2017 For Year Ended January 31, 2018 Three Months Ended April 30, 2018 Three Months Ended July 31, 2018 Customer Cyber Customer Cyber Customer Cyber Customer Cyber Engagement Intelligence Engagement Intelligence Engagement Intelligence Engagement Intelligence Consolidated Consolidated Consolidated Consolidated Non-GAAP Segment Revenue $716.2 $356.5 $1,072.7 $755.0 $395.5 $1,150.5 $189.2 $102.8 $292.0 $203.0 $105.5 $308.5 Segment Contribution¹ 269.0 85.8 354.8 286.2 94.6 380.8 66.8 21.2 88.0 78.8 24.5 103.3 Estimated Allocation of Shared Support Expenses² 100.3 49.9 150.2 103.5 51.2 154.7 27.5 14.4 41.9 26.2 13.7 39.9 Estimated Non-GAAP Operating Income 168.7 35.9 204.6 182.7 43.4 226.1 39.3 6.8 46.1 52.6 10.8 63.4 Depreciation and Amortization³ 19.3 9.6 28.9 20.0 10.5 30.5 5.4 2.8 8.2 4.8 2.5 7.3 Estimated Adjusted EBITDA 188.0 45.5 233.5 202.7 53.9 256.6 44.7 9.6 54.3 57.4 13.3 70.7 Segment Contribution Margin 37.6% 24.1% 33.1% 37.9% 23.9% 33.1% 35.3% 20.6% 30.1% 38.8% 23.3% 33.5% Estimated Non-GAAP Fully Allocated Operating Margin 23.6 10.1 19.1 24.2 11.0 19.7 20.8 6.6 15.8 25.9 10.3 20.6 Estimated Fully Allocated EBITDA Margin 26.2 12.8 21.8 26.8 13.6 22.3 23.6 9.3 18.6 28.3 12.6 22.9 Three Months Ended October 31, 2018 Three Months Ended January 31, 2019 Year Ended January 31, 2019 Customer Cyber Customer Cyber Customer Cyber Engagement Intelligence Consolidated Engagement Intelligence Consolidated Engagement Intelligence Consolidated Non-GAAP Segment Revenue $201.5 $106.5 $308.0 $217.8 $118.9 $336.7 $811.3 $433.8 $1,245.1 Segment Contribution¹ 79.6 29.2 108.8 91.6 39.1 130.7 316.8 114.0 430.8 Estimated Allocation of Shared Support Expenses² 26.0 13.6 39.6 27.7 14.8 42.5 106.9 57.0 163.9 Estimated Non-GAAP Operating Income 53.6 15.6 69.2 63.9 24.3 88.2 209.9 57.0 266.9 Depreciation and Amortization³ 4.7 2.4 7.1 4.7 2.5 7.2 19.4 10.4 29.8 Estimated Adjusted EBITDA 58.3 18.0 76.3 68.6 26.8 95.4 229.3 67.4 296.7 Segment Contribution Margin 39.5% 27.4% 35.3% 42.1% 32.9% 38.8% 39.0% 26.3% 34.6% Estimated Non-GAAP Fully Allocated Operating Margin 26.6 14.6 22.5 29.3 20.4 26.2 25.9 13.1 21.4 Estimated Fully Allocated EBITDA Margin 28.9 16.9 24.8 31.5 22.5 28.3 28.3 15.5 23.8 Note: Amounts may not cross foot due to rounding. 1 See footnote 16 to our Form 10-K for the year ended January 31, 2019, 2018 and 2017, and footnote 15 to our October 31, July 31 and April 30, 2018 Form 10-Q. 2 When determining segment contribution, we do not allocate “Shared support expenses” which are provided by shared resources or are otherwise generally not controlled by segment management, the majority of which are expenses for administrative support functions, such as information technology, human resources, finance, legal, and other general corporate support, and also include occupancy expenses, procurement, manufacturing support, and logistics expenses. For the year ended January 31, 2017 expenses are allocated proportionally to our year ended January 31, 2017 annual non-GAAP segment revenue. For the year ended January 31, 2018 and three months ended April 30, July 31, and October 31, 2018 expenses are allocated proportionally to our year ended January 31, 2018 annual non-GAAP segment revenue, and for the three months and year ended January 31, 2019 expenses are allocated proportionally to our year ended January 31, 2019 annual non-GAAP segment revenue which we believe provides a reasonable approximation for purposes of understanding the relative non-GAAP operating margins of our two businesses. 3 Represents certain depreciation and amortization expenses, which are otherwise included in our non-GAAP operating income, allocated proportionally to our non-GAAP segment revenue for the years ended January 31, 2019, January 31, 2018 and January 31, 2017, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative adjusted EBITDA of our two businesses. 67 Estimated Non-GAAP Fully Allocated Operating Margins and Estimated Fully Allocated Adjusted EBITDA ($ in millions) For Year Ended January 31, 2017 For Year Ended January 31, 2018 Three Months Ended April 30, 2018 Three Months Ended July 31, 2018 Customer Cyber Customer Cyber Customer Cyber Customer Cyber Engagement Intelligence Engagement Intelligence Engagement Intelligence Engagement Intelligence Consolidated Consolidated Consolidated Consolidated Non-GAAP Segment Revenue $716.2 $356.5 $1,072.7 $755.0 $395.5 $1,150.5 $189.2 $102.8 $292.0 $203.0 $105.5 $308.5 Segment Contribution¹ 269.0 85.8 354.8 286.2 94.6 380.8 66.8 21.2 88.0 78.8 24.5 103.3 Estimated Allocation of Shared Support Expenses² 100.3 49.9 150.2 103.5 51.2 154.7 27.5 14.4 41.9 26.2 13.7 39.9 Estimated Non-GAAP Operating Income 168.7 35.9 204.6 182.7 43.4 226.1 39.3 6.8 46.1 52.6 10.8 63.4 Depreciation and Amortization³ 19.3 9.6 28.9 20.0 10.5 30.5 5.4 2.8 8.2 4.8 2.5 7.3 Estimated Adjusted EBITDA 188.0 45.5 233.5 202.7 53.9 256.6 44.7 9.6 54.3 57.4 13.3 70.7 Segment Contribution Margin 37.6% 24.1% 33.1% 37.9% 23.9% 33.1% 35.3% 20.6% 30.1% 38.8% 23.3% 33.5% Estimated Non-GAAP Fully Allocated Operating Margin 23.6 10.1 19.1 24.2 11.0 19.7 20.8 6.6 15.8 25.9 10.3 20.6 Estimated Fully Allocated EBITDA Margin 26.2 12.8 21.8 26.8 13.6 22.3 23.6 9.3 18.6 28.3 12.6 22.9 Three Months Ended October 31, 2018 Three Months Ended January 31, 2019 Year Ended January 31, 2019 Customer Cyber Customer Cyber Customer Cyber Engagement Intelligence Consolidated Engagement Intelligence Consolidated Engagement Intelligence Consolidated Non-GAAP Segment Revenue $201.5 $106.5 $308.0 $217.8 $118.9 $336.7 $811.3 $433.8 $1,245.1 Segment Contribution¹ 79.6 29.2 108.8 91.6 39.1 130.7 316.8 114.0 430.8 Estimated Allocation of Shared Support Expenses² 26.0 13.6 39.6 27.7 14.8 42.5 106.9 57.0 163.9 Estimated Non-GAAP Operating Income 53.6 15.6 69.2 63.9 24.3 88.2 209.9 57.0 266.9 Depreciation and Amortization³ 4.7 2.4 7.1 4.7 2.5 7.2 19.4 10.4 29.8 Estimated Adjusted EBITDA 58.3 18.0 76.3 68.6 26.8 95.4 229.3 67.4 296.7 Segment Contribution Margin 39.5% 27.4% 35.3% 42.1% 32.9% 38.8% 39.0% 26.3% 34.6% Estimated Non-GAAP Fully Allocated Operating Margin 26.6 14.6 22.5 29.3 20.4 26.2 25.9 13.1 21.4 Estimated Fully Allocated EBITDA Margin 28.9 16.9 24.8 31.5 22.5 28.3 28.3 15.5 23.8 Note: Amounts may not cross foot due to rounding. 1 See footnote 16 to our Form 10-K for the year ended January 31, 2019, 2018 and 2017, and footnote 15 to our October 31, July 31 and April 30, 2018 Form 10-Q. 2 When determining segment contribution, we do not allocate “Shared support expenses” which are provided by shared resources or are otherwise generally not controlled by segment management, the majority of which are expenses for administrative support functions, such as information technology, human resources, finance, legal, and other general corporate support, and also include occupancy expenses, procurement, manufacturing support, and logistics expenses. For the year ended January 31, 2017 expenses are allocated proportionally to our year ended January 31, 2017 annual non-GAAP segment revenue. For the year ended January 31, 2018 and three months ended April 30, July 31, and October 31, 2018 expenses are allocated proportionally to our year ended January 31, 2018 annual non-GAAP segment revenue, and for the three months and year ended January 31, 2019 expenses are allocated proportionally to our year ended January 31, 2019 annual non-GAAP segment revenue which we believe provides a reasonable approximation for purposes of understanding the relative non-GAAP operating margins of our two businesses. 3 Represents certain depreciation and amortization expenses, which are otherwise included in our non-GAAP operating income, allocated proportionally to our non-GAAP segment revenue for the years ended January 31, 2019, January 31, 2018 and January 31, 2017, respectively, which we believe provides a reasonable approximation for purposes of understanding the relative adjusted EBITDA of our two businesses. 67