1. Ahead of the Learning Curve Investor Presentation Credit Suisse First Boston Conference Chuck Moran, President and CEO Tom McDonald, CFO March 15, 2004

2. 2 Safe Harbor This presentation will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding financial projections of SkillSoft, revenues and profits, customer renewals, the return on training investments for the company’s customers, industry ranking, execution of integration plans, management and organizational structure. All forward-looking statements in this release are subject to risks, uncertainties and assumptions that could cause actual results or events to differ materially from those contained in the forward-looking statements. The factors that could cause actual results or events to differ include, but are not limited to, the possibility that the market for the sale of certain products and services may not develop as expected, that development of these products and services may not proceed as planned, or that the parties are unable to transition customers, successfully execute their integration strategies, or achieve planned synergies. Additional factors that could cause actual results or events to differ materially from those in the forward-looking statements are included in SkillSoft’s filings with the Securities and Exchange Commission, specifically SkillSoft’s annual report on Form 10-K for the year ended 1/31/03 and quarterly report on Form 10-Q for the quarter ended 10/31/03. The forward-looking information provided by us in this presentation represents our view as of 3/15/03. We anticipate that subsequent events and developments may cause these views to change. While we may elect to update this forward-looking information at some point in the future, we specifically disclaim any obligation to do so. This forward-looking information should not be relied upon as representing our views at any date subsequent to the date of this presentation.

3. 3 SkillSoft Overview SkillSoft is one of the largest public companies in the world with a sole focus on e-Learning, and is uniquely positioned to help global enterprises leverage e-Learning for maximum impact over the long- termSkillSoft is one of the largest public companies in the world with a sole focus on e-Learning, and is uniquely positioned to help global enterprises leverage e-Learning for maximum impact over the long- term Dual excellence in e-learning content & technologyDual excellence in e-learning content & technology 60,000+ hours of high-quality e-learning content in 15 languages e-Learning delivery, management & reporting platform technology Approximately 18% + of revenue invested annually in R&D Largest direct sales & support organization in e-learning industry with approximately 200 quota carrying direct sales repsLargest direct sales & support organization in e-learning industry with approximately 200 quota carrying direct sales reps Serving Global 5000 customer baseServing Global 5000 customer base also serving end-user market through SmartCertify Direct also serving end-user market through SmartCertify Direct Over 5 million registered learnersOver 5 million registered learners

4. 4 SkillSoft Overview (Continued) Content: Over 2,200 soft skills course and simulation titles encompassing:Over 2,200 soft skills course and simulation titles encompassing: Professional effectiveness, management/leadership, project management, sales and customer-facing skills, business strategy and operations, finance, human resources, health and safety, and financial services More than 2,100 IT course titles encompassing:More than 2,100 IT course titles encompassing: Software development, operating systems and server technologies, Internet and network technologies, enterprise database systems, Web design, and desktop computer skillsSoftware development, operating systems and server technologies, Internet and network technologies, enterprise database systems, Web design, and desktop computer skills One of the world’s largest providers ofOne of the world’s largest providers of Referenceware™ Over 5,300 unabridged IT and business books and reports are available to online subscribers through SkillSoft’s subsidiary Books24x7.Over 5,300 unabridged IT and business books and reports are available to online subscribers through SkillSoft’s subsidiary Books24x7. 68% of titles are IT related and 32% are business related68% of titles are IT related and 32% are business related

5. 5 Informal Learning Represents 70% of Learning that Occurs in the Workplace Formal Learning 30% Informal Learning 70% More than 70% of the learning that occurs in the workplace, according to the U.S. Bureau of Statistics, is “informal learning”, i.e., the “improvised, unplanned, instructional efforts that are part of the everyday fabric of business operations.”

6. 6 Reference Material Books Books Manuals Manuals Reports Reports Ask Others Experts & mentors Experts & mentors Managers & coaches Managers & coaches Peers Peers Practice & Use Practice new skills on-the-job Practice new skills on-the-job Learning from experience Learning from experience & refining skills over time & refining skills over time … and Formal Learning To pursue certification, credential To pursue certification, credential or degree or degree To learn a major new skill set To learn a major new skill set How Business Professionals Naturally Learn On-the-Job

7. 7 SkillSoft Solution = Multi-Modal Learning™ A comprehensive set of e-learning tools and delivery technologies designed for the full spectrum of enterprise learning needs, both formal and informal.

8. 8 Courseware & Simulations Large, up-to-date library of courseware on today’s relevant business and IT skills Thousands of hours of interactive course content Over 72 major IT certification exams covered Content partnerships with Cisco, Microsoft, Oracle, Project Management Institute, Wharton, and many more Hands-on simulations & labs for real-world practice of business & IT skills Our continued investment in R&D allows us to expand coverage of Learning Assets

9. 9 SkillSoft employees provide online mentoring service in e-learning industry 50+ SkillSoft-employed mentors on staff carrying several hundred current certifications Mentoring available for 72 major certifications exams in IT and project management 24x7 online mentoring through live chat & email Mentored exercises 24x7 Live Online Mentoring

10. 10 Prescriptive Assessment Over 45 TestPrep exams for major technology certifications from Microsoft, Cisco, CompTIA, Oracle, PMI, etc.  Accurately simulate actual “high stakes” certification exams  Mapped to SkillSoft IT content for immediate reinforcement SkillMatch™ Job Role Competency Assessment Tool Competency models for 20 functional area job roles Mapped to SkillSoft Business content

11. 11 Leveraging the Combined Assets thru Multi-Modal Learning Vision An approach to e-learning that: Fully integrates company-owned, best-of-breed learning assets Recognizes how people actually learn, within the process of getting their jobs done Leverages SkillSoft’s real-life experience with learning technologies Enables customer and learner self-service Plays to SkillSoft’s Strengths = e-Learning Assets …..and changes the rules of the game as to how SkillSoft competes An approach to e-learning that: Fully integrates company-owned, best-of-breed learning assets Recognizes how people actually learn, within the process of getting their jobs done Leverages SkillSoft’s real-life experience with learning technologies Enables customer and learner self-service Plays to SkillSoft’s Strengths = e-Learning Assets …..and changes the rules of the game as to how SkillSoft competes

12. 12 SkillSoft: A Market Leader Thousands of Global Customers Balanced Sector Representation Cross Industry Appeal No Significant Customer Concentration Thousands of Global Customers Balanced Sector Representation Cross Industry Appeal No Significant Customer Concentration Technology Financial Services Aerospace / Defense Software Professional Services Insurance Health Care Transportation Government Manufacturing IT End User

13. 13 Financial Highlights Cash of $86 million at 1/31/2004 Guaranteed Revenue Backlog at 1/31/2004 for FY 2005 of approximately $170 mm Guaranteed Revenue Backlog of approximately 76% FY2005 target midpoint revenue of $223 million Costs to support SEC investigation and 2002 class action litigation ongoing at $2.5 – 3.0 million for FY2005 65% renewal rate FY2004/CY2003 compared to previous year at 55% 121% Upgrade Rate FY 2004/CY 2003 compared to previous year at 128% due to extending some SmartForce contracts from a short-term commitment to a longer term commitment Reseller revenue recognition based on sell through seasonality was skewed to the 4 th quarter Well Positioned for Future Free Cash Flow Generation and Profitability Cash of $86 million at 1/31/2004 Guaranteed Revenue Backlog at 1/31/2004 for FY 2005 of approximately $170 mm Guaranteed Revenue Backlog of approximately 76% FY2005 target midpoint revenue of $223 million Costs to support SEC investigation and 2002 class action litigation ongoing at $2.5 – 3.0 million for FY2005 65% renewal rate FY2004/CY2003 compared to previous year at 55% 121% Upgrade Rate FY 2004/CY 2003 compared to previous year at 128% due to extending some SmartForce contracts from a short-term commitment to a longer term commitment Reseller revenue recognition based on sell through seasonality was skewed to the 4 th quarter Well Positioned for Future Free Cash Flow Generation and Profitability

14. 14 FY2005 Cash Operating Model

15. 15 Fiscal 2005 Target *Pro forma cash EPS (non-GAAP) represents GAAP Net Income without amortization and non-cash tax expense

16. 16 Fiscal 2005 Tax Provision Highlights:  SkillSoft strategy is to maximize cash by minimizing the CASH effective tax rate  Acquired NOL (SmartForce) are the oldest and must be used first (FIFO) and have an annual limitation cap  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  Acquired NOL (SmartForce) are the oldest and must be used first (FIFO) and have an annual limitation cap  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

17. 17 Estimated Tax Schedule

18. 18 EPS: Diluted Shares Outstanding

19. 19 SkillSoft: Operating Model Poised for Cash Earnings Growth Revenue100%100% GM89-91%89-91% R&D 17-18% 17-18% S&M 41- 42%40-42% G&A 11- 12% 10-11% G&A † 1% † * Cash Op. Income 16 - 21% 18-24% * Excluded amortization of intangibles and deferred compensation †Litigation and Legal Settlement Revenue100%100% GM89-91%89-91% R&D 17-18% 17-18% S&M 41- 42%40-42% G&A 11- 12% 10-11% G&A † 1% † * Cash Op. Income 16 - 21% 18-24% * Excluded amortization of intangibles and deferred compensation †Litigation and Legal Settlement Current CY04 / FY05 % (est) Current CY04 / FY05 % (est) Target Long-term % (est) Approx. Revenue Growth Target: 15% Annually Approx. EPS Growth Target: 30% Annually Approx. Revenue Growth Target: 15% Annually Approx. EPS Growth Target: 30% Annually

20. Ahead of the Learning Curve