Ahead of the Learning Curve Investor Presentation CSFB Chuck Moran, President and CEO Tom McDonald, CFO March 14 th 2005

2 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 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, 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 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  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 Customers Aerospace & Defense Northrop Grumman Automotive Honda Toyota Hyundai Computer Hewlett Packard Consumer Products Castrol/BP Lubricants Del Monte Foods Allied Domecq Electronic Components Aegis Flextronics Solectron Energy Shell Consulting & Business Services Accenture ADP Booz Allen Hamilton Ceridian Deloitte IKON CSC Experion IBM SAIC Unisys Financial Services ING Mellon Financial PSCU Financial Services Government & Education US Air Force US Army Australian Government University of Iowa Healthcare Christiana Care CIGNA Health Partners Humana McKesson Saint Barnabas Manufacturing PBR Media Yahoo! Pharmaceuticals Merck Staffing K-Force Manpower Robert Half Administaff Telecommunications Avaya Marconi TELUS

6 Priorities 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 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 Compliance Courseware SkillPort3rd Party LMS Support Course Customization Toolkit SkillStudio Dialogue Virtual Classroom Comprehensive Services ILT Management Credentialing Management Customer Content Support Advanced Report Module 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 Collections  Business Skills  2,400+ courses in 14 languages  Award-winning learning design  Collection Includes SkillSimulations, Job Aids, SkillBriefs, 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  Compliance  150+ courses  Environmental Safety & Health  Legal compliance & corporate governance  Business Skills  2,400+ courses in 14 languages  Award-winning learning design  Collection Includes SkillSimulations, Job Aids, SkillBriefs, 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  Compliance  150+ courses  Environmental Safety & Health  Legal compliance & corporate governance Business Solution Areas: Professional Effectiveness Management/Leadership Project Management Sales & Customer-Facing Skills Business Strategy & Operations Finance Human Resources Environmental Safety & Health Financial Services Workplace Compliance IT Solution Areas: Software Development Operating Systems & Servers Internet & Network Technologies Enterprise Database Systems Web Design Desktop Computer Skills

9 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 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 # of Customers using SkillPort LMS Over 1200 customers

11 Customization & Authoring Technology 3 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: SkillStudio A 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: SkillStudio A 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 Solution Dialogue Live Hold virtual meetings, classes and training sessions Dialogue Design Organize and build your presentations Dialogue Resource Strengthen your sessions with a vast SkillSoft repository Dialogue Live Hold virtual meetings, classes and training sessions Dialogue Design Organize and build your presentations Dialogue Resource Strengthen your sessions with a vast SkillSoft repository * Planned commercial release in fiscal 2006

13 New Products Released 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

14 Financial 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 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 Target

17 Fiscal 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 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 Schedule

20 Operating Model Revenue 100 % 100% GM % % R&D % 17-18% S&M % 40-42% G&A % 10-11% G&A † 1% † SEC Investigation & re-filing tax returns due to restatement Revenue 100 % 100% GM % % R&D % 17-18% S&M % 40-42% G&A % 10-11% G&A † 1% † SEC Investigation & re-filing tax returns due to restatement Current CY05/FY06 % (est) Current CY05/FY06 % (est) Target Long-term % (est)

Ahead of the Learning Curve