Ahead of the Learning CurveAhead of the Learning Curve

Investor Presentation

CSFB

Chuck Moran, President and CEO

Tom McDonald, CFO

March 14th 2005

2

Safe Harbor Safe Harbor

This presentation includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations - Future Operating Results” in SkillSoft's Quarterly Report on Form 10-Q for the quarter ended October 31, 2004, as filed with the Securities and Exchange Commission. The forward-looking statements provided by the Company in this presentation represent the Company’s views as of March 14, 2005. The Company anticipates that subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this presentation.

This presentation includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations - Future Operating Results” in SkillSoft's Quarterly Report on Form 10-Q for the quarter ended October 31, 2004, as filed with the Securities and Exchange Commission. The forward-looking statements provided by the Company in this presentation represent the Company’s views as of March 14, 2005. The Company anticipates that subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this presentation.

3

SkillSoft OverviewSkillSoft Overview

SkillSoft is the largest public company in the world with a sole focus on e-Learning

Uniquely positioned to help global enterprises leverage e-learning for maximum impact over the long-term

Dual excellence in e-learning content & technology Content

14,000+ titles of high-quality e-learning content in 15 languages Offerings cover full spectrum of enterprise learning needs with courseware,

SkillSimulations, 24x7 live online mentoring and Referenceware® by Books24x7® Technology

SkillPort, a flexible platform for customizing, delivering, managing and reporting on e-learning

Search-and-Learn™ technology gives learners an integrated view of all learning assets

SkillSoft® Dialogue™ Virtual Classroom technology to support blended learning and rapid content design

SkillSoft is the largest public company in the world with a sole focus on e-Learning

Uniquely positioned to help global enterprises leverage e-learning for maximum impact over the long-term

Dual excellence in e-learning content & technology Content

14,000+ titles of high-quality e-learning content in 15 languages Offerings cover full spectrum of enterprise learning needs with courseware,

SkillSimulations, 24x7 live online mentoring and Referenceware® by Books24x7® Technology

SkillPort, a flexible platform for customizing, delivering, managing and reporting on e-learning

Search-and-Learn™ technology gives learners an integrated view of all learning assets

SkillSoft® Dialogue™ Virtual Classroom technology to support blended learning and rapid content design

4

SkillSoft Corporate Highlights SkillSoft Corporate Highlights

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

Investment in Telesales for Small & Midsize Corp. Approximately 18% of revenue invested in R&D

annually Ownership of all major content and technology

products Systematic customer feedback process ensures

market focus Serving Global 5000 customer base*

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

Investment in Telesales for Small & Midsize Corp. Approximately 18% of revenue invested in R&D

annually Ownership of all major content and technology

products Systematic customer feedback process ensures

market focus Serving Global 5000 customer base*

* Excluding SmartCertify Direct business unit which serves the retail market

5

A Sampling of SkillSoft CustomersA Sampling of SkillSoft Customers

Aerospace & DefenseNorthrop GrummanAutomotiveHondaToyotaHyundaiComputerHewlett Packard

Consumer ProductsCastrol/BP LubricantsDel Monte FoodsAllied DomecqElectronic ComponentsAegisFlextronicsSolectron

EnergyShell

Consulting & Business ServicesAccentureADPBooz Allen HamiltonCeridianDeloitteIKONCSCExperionIBMSAICUnisys

Financial ServicesINGMellon FinancialPSCU Financial ServicesGovernment & EducationUS Air ForceUS ArmyAustralian GovernmentUniversity of IowaHealthcareChristiana CareCIGNAHealth PartnersHumanaMcKessonSaint Barnabas

ManufacturingPBRMediaYahoo!

PharmaceuticalsMerckStaffingK-ForceManpowerRobert HalfAdministaffTelecommunicationsAvayaMarconiTELUS

6

Priorities of Strategic Learning OrganizationsPriorities of Strategic Learning Organizations

Alignment of learning with the business

On-demand learning

Blended learning Need to integrate customer-specific

content Need to tailor to individual job roles “Speed-to-learning” more important

than ever before Integrating silo technologies is a

major challenge

Alignment of learning with the business

On-demand learning

Blended learning Need to integrate customer-specific

content Need to tailor to individual job roles “Speed-to-learning” more important

than ever before Integrating silo technologies is a

major challenge

7

Search-and-Learn™

Legal Compliance Courseware

SkillSoft’s Rapidly Evolving SolutionSkillSoft’s Rapidly Evolving Solution

Content

An array of multi-modal content products to support all aspects of corporate learning

Technology

Flexible delivery systems to enable learning within the daily flow of work and integration with other enterprise systems

Services

Comprehensive service offerings to optimize corporate learning initiatives at all points in the learning lifecycle

Content

An array of multi-modal content products to support all aspects of corporate learning

Technology

Flexible delivery systems to enable learning within the daily flow of work and integration with other enterprise systems

Services

Comprehensive service offerings to optimize corporate learning initiatives at all points in the learning lifecycle

Desktop Skills Courseware

IT Skills Courseware

Business Skills Courseware

ES&H ComplianceCourseware

SkillPort 3rd Party LMS Support

Course Customization Toolkit

SkillStudio

Dialogue Virtual Classroom

Comprehensive Services

ILTManagement

CredentialingManagement

CustomerContent Support

Advanced ReportModule

Expert-led Certifications

TestPreps

Blended Learning Toolkits

Express Guides

Job Aids

Simulations

Mentoring

SkillBriefs

ExecSummaries

BusinessPro Referenceware

OfficeEssentials Referenceware

FinancePro Referenceware

ITPro Referenceware

EngineeringPro Referenceware

ExecBluePrints

8

SkillSoft Courseware CollectionsSkillSoft Courseware Collections

Business Skills 2,400+ courses in 14 languages 2,400+ courses in 14 languages Award-winning learning designAward-winning learning design Collection Includes SkillSimulations, Job Aids, Collection Includes SkillSimulations, Job Aids,

SkillBriefs, Blended Learning ToolkitsSkillBriefs, Blended Learning Toolkits

Information Technology 2,300+ courses in 11 languages Over 80 major IT certification exams

covered Includes Express Guides, TestPrep Exams

and 24x7x365 online mentoring

ComplianceCompliance 150+ courses Environmental Safety & Health Legal compliance & corporate governance

Business Skills 2,400+ courses in 14 languages 2,400+ courses in 14 languages Award-winning learning designAward-winning learning design Collection Includes SkillSimulations, Job Aids, Collection Includes SkillSimulations, Job Aids,

SkillBriefs, Blended Learning ToolkitsSkillBriefs, Blended Learning Toolkits

Information Technology 2,300+ courses in 11 languages Over 80 major IT certification exams

covered Includes Express Guides, TestPrep Exams

and 24x7x365 online mentoring

ComplianceCompliance 150+ courses Environmental Safety & Health Legal compliance & corporate governance

Business Solution Areas:Professional EffectivenessManagement/LeadershipProject ManagementSales & Customer-Facing

SkillsBusiness Strategy & OperationsFinanceHuman ResourcesEnvironmental Safety & HealthFinancial ServicesWorkplace Compliance

IT Solution Areas:Software DevelopmentOperating Systems & ServersInternet & Network TechnologiesEnterprise Database SystemsWeb DesignDesktop Computer Skills

9

Books24x7™ Referenceware®Books24x7™ Referenceware®

Largest collection of books online and most flexible licensing model

Over 7,200 unabridged titles Over 2,500 ReferencePoints Over 1,700 new books added in 2005

Utilization in 2004 Over 44 million pages served Over 1.5 million hours of instant learning Average use 17 minutes/session

Coming in early 2005 ExecBlueprints™ Collections Government Essentials™ Collection

Largest collection of books online and most flexible licensing model

Over 7,200 unabridged titles Over 2,500 ReferencePoints Over 1,700 new books added in 2005

Utilization in 2004 Over 44 million pages served Over 1.5 million hours of instant learning Average use 17 minutes/session

Coming in early 2005 ExecBlueprints™ Collections Government Essentials™ Collection

10

SkillPort LMSSkillPort LMS

Scalable, reliable, flexible

Search-and-Learn™ provides unified discovery/view/ access of all e-learning assets on system

Low IT support requirements

Support wide range of global users User interface in 8 languages

Strong management and reporting capabilities relevant to e-learning and blended learning

Scalable, reliable, flexible

Search-and-Learn™ provides unified discovery/view/ access of all e-learning assets on system

Low IT support requirements

Support wide range of global users User interface in 8 languages

Strong management and reporting capabilities relevant to e-learning and blended learning

0

155

355415

642

1236

0

200

400

600

800

1000

1200

1400

'May-2000

'Apr-2001

'Feb-2002

'Feb-2003

'Feb-2004

'Feb-2005

# of Customersusing SkillPort LMS

Over 1200 customers

11

Customization & Authoring Technology3 Approaches to our Customers’ NeedsCustomization & Authoring Technology3 Approaches to our Customers’ Needs

Course Customization Toolkit (CCT) Allows customers to customize existing business skills courses or create their own instructionally-sound courses using SkillSoft methodology. Permits page level editing of text/graphics/audio.

Coming in 2005: SkillStudioA more robust authoring tool that will allow creation, editing and mix-and-match across business and IT titles created in unified architecture.

SkillSoft’s Custom Solutions Group Can be engaged for customization or full course development

Course Customization Toolkit (CCT) Allows customers to customize existing business skills courses or create their own instructionally-sound courses using SkillSoft methodology. Permits page level editing of text/graphics/audio.

Coming in 2005: SkillStudioA more robust authoring tool that will allow creation, editing and mix-and-match across business and IT titles created in unified architecture.

SkillSoft’s Custom Solutions Group Can be engaged for customization or full course development

12

SkillSoft® Dialogue™ *Newest Addition to SkillSoft’s e-learning SolutionSkillSoft® Dialogue™ *Newest Addition to SkillSoft’s e-learning Solution

Dialogue LiveHold virtual meetings, classes and training sessions

Dialogue DesignOrganize and build your presentations

Dialogue ResourceStrengthen your sessions with a vast SkillSoft repository

Dialogue LiveHold virtual meetings, classes and training sessions

Dialogue DesignOrganize and build your presentations

Dialogue ResourceStrengthen your sessions with a vast SkillSoft repository

* Planned commercial release in fiscal 2006

13

New ProductsReleased and To Be ReleasedNew ProductsReleased and To Be Released

Recently Released

Engineering Pro ExecSummaries ExecBlueprints

Recently Released

Engineering Pro ExecSummaries ExecBlueprints

To Be Released

Dialogue Gov Essentials Legal Compliance Expert-led Certification

Programs

To Be Released

Dialogue Gov Essentials Legal Compliance Expert-led Certification

Programs

14

Financial HighlightsFinancial Highlights

• Cash of $65 million at 1/31/2005

• Guaranteed Revenue Backlog at 1/31/05 for FY06 of approximately $168M or approximately 83% of midpoint FY06 Revenue Target

• Costs to support SEC investigation and re-filing of tax returns relating to the restatement of SmartForce historical financial statements ongoing at $500K per quarter

• 48% Renewal Rate FY05/CY04 used to model FY06/CY05

• 120% Upgrade Rate FY05/CY04 used to model FY06/CY05

• New Combined Dollar Renewal Rate of 91%

• Investment of $3.8M in FY05 for launch of new Virtual Classroom product offering

• SmartCertify subsidiary pending sale transaction

• $600K payment per amended employment agreement to Greg Priest

• Cash of $65 million at 1/31/2005

• Guaranteed Revenue Backlog at 1/31/05 for FY06 of approximately $168M or approximately 83% of midpoint FY06 Revenue Target

• Costs to support SEC investigation and re-filing of tax returns relating to the restatement of SmartForce historical financial statements ongoing at $500K per quarter

• 48% Renewal Rate FY05/CY04 used to model FY06/CY05

• 120% Upgrade Rate FY05/CY04 used to model FY06/CY05

• New Combined Dollar Renewal Rate of 91%

• Investment of $3.8M in FY05 for launch of new Virtual Classroom product offering

• SmartCertify subsidiary pending sale transaction

• $600K payment per amended employment agreement to Greg Priest

15

Fiscal 2005 Target UpdateFiscal 2005 Target Update

• Revenue expected to be at lower end of previously estimated range of $212M and $217M

• Net income (excluding restructure) expected to be at lower end of previously estimated range of $0.11 to $0.15 per basic and diluted share

• Restructuring charge not expected to exceed $15M and is not included in the $0.11 to $0.15 EPS estimated range

• Net DSO’s of 19 days; Gross DSO’s of 142 days

• Fourth quarter average annual contract value of $135,000

• Fourth quarter average contract length 19 months

• Revenue expected to be at lower end of previously estimated range of $212M and $217M

• Net income (excluding restructure) expected to be at lower end of previously estimated range of $0.11 to $0.15 per basic and diluted share

• Restructuring charge not expected to exceed $15M and is not included in the $0.11 to $0.15 EPS estimated range

• Net DSO’s of 19 days; Gross DSO’s of 142 days

• Fourth quarter average annual contract value of $135,000

• Fourth quarter average contract length 19 months

16

Fiscal 2006 Financial TargetFiscal 2006 Financial Target

Midpoint % RangeRevenue $203 M 100% $200 - 206 MGross Profit $180 M 89% $174 - 185 MResearch and Dev $37 M 18% $36 - 38 MSales and Marketing $90 M 44% $89 - 91 MGeneral and Administrative $28 M 14% $27 - 28 M*Amortization (non-cash) $10 M 5% $10 MOther Income $0.4 M - $0.4 - 0.5 MCash Tax $0.6 M - $0.6 - 0.7 M*Tax (non-cash) $4.3 M 2% $3.5 - 5.0 MAdjusted Net Income (1) $10.5 M 5% $8 - 13 M

EPS (1) $0.10 $0.08 - $0.12*Amort (non-cash) EPS (non-GAAP) $0.09 $0.09*Tax (non-cash) EPS (non-GAAP) $0.04 $0.03 - $0.05Diluted Shares Outstanding 110 M 108 -112 M

17

Fiscal 2006 Financial TargetFiscal 2006 Financial Target

(1) Net Income Excluded:

• Foreign exchange gains or losses

• Expensing of stock options (Third quarter of fiscal 2006)

• Any settlement with Company’s insurers related to 2002 class action litigation settlement, related litigation and SEC investigation

• Potential negative impact of resolution of litigation matters and potential restructuring charges

• Potential impact of any future acquisitions or divestitures, including potential non-recurring acquisition related expenses and amortization of any purchased intangibles and deferred compensation charges resulting from an acquisition transaction

• Effect of a public offering or other financing arrangements that could impact outstanding shares and thereby the Company’s EPS outlook

(1) Net Income Excluded:

• Foreign exchange gains or losses

• Expensing of stock options (Third quarter of fiscal 2006)

• Any settlement with Company’s insurers related to 2002 class action litigation settlement, related litigation and SEC investigation

• Potential negative impact of resolution of litigation matters and potential restructuring charges

• Potential impact of any future acquisitions or divestitures, including potential non-recurring acquisition related expenses and amortization of any purchased intangibles and deferred compensation charges resulting from an acquisition transaction

• Effect of a public offering or other financing arrangements that could impact outstanding shares and thereby the Company’s EPS outlook

18

Fiscal 2006 Tax ProvisionFiscal 2006 Tax Provision

Highlights:• SkillSoft strategy is to maximize cash by minimizing the CASH effective tax

rate

• Utilized $22M of NETg settlement reducing taxable income in FY05

• FY06 projected annual cash tax rate to 4.0% - 6.0% and total provision projected 28% - 34%; US Fed NOL’s of $350M

• Acquired NOL (SmartForce) are the oldest and must be used first (FIFO) and have an annual limitation cap

• Skillsoft historic NOL’s serve to drive the effective tax rate significantly lower than acquired NOL’s

• Tax benefit for acquired NOL’s utilized reduces Goodwill

• For financial statement purposes SkillSoft will provide full tax expense (non-cash) on any profit sheltered by acquired NOL

• Limitations on utilization of acquired NOL per year

• NOL generated as SkillSoft standalone and as a combined company after 9/6/2002 can be used against income to reduce tax expense

Highlights:• SkillSoft strategy is to maximize cash by minimizing the CASH effective tax

rate

• Utilized $22M of NETg settlement reducing taxable income in FY05

• FY06 projected annual cash tax rate to 4.0% - 6.0% and total provision projected 28% - 34%; US Fed NOL’s of $350M

• Acquired NOL (SmartForce) are the oldest and must be used first (FIFO) and have an annual limitation cap

• Skillsoft historic NOL’s serve to drive the effective tax rate significantly lower than acquired NOL’s

• Tax benefit for acquired NOL’s utilized reduces Goodwill

• For financial statement purposes SkillSoft will provide full tax expense (non-cash) on any profit sheltered by acquired NOL

• Limitations on utilization of acquired NOL per year

• NOL generated as SkillSoft standalone and as a combined company after 9/6/2002 can be used against income to reduce tax expense

19

Estimated Tax ScheduleEstimated Tax Schedule

2005 2006Effective Cash Tax Rate 2 - 5% 4 - 6%

* Effective Non - Cash Tax Rate 1 - 4% 24 - 28%

Effective EPS Tax Rate 4.5 - 6% 28 - 34%* Reduction of Goodw ill

20

Operating ModelOperating Model

Revenue 100 % 100 %

GM 88-90 % 88-90 %

R&D 18-19 % 17-18 %

S&M 44- 45% 40-42%

G&A 12- 13% 10-11 %

G&A† 1%

† SEC Investigation & re-filing tax returns due to restatement

Revenue 100 % 100 %

GM 88-90 % 88-90 %

R&D 18-19 % 17-18 %

S&M 44- 45% 40-42%

G&A 12- 13% 10-11 %

G&A† 1%

† SEC Investigation & re-filing tax returns due to restatement

CurrentCY05/FY06

% (est)

CurrentCY05/FY06

% (est)

Target Long-term

% (est)

Target Long-term

% (est)

Ahead of the Learning Curve Ahead of the Learning Curve