UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

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SkillSoft Public Limited Company

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This filing consists of slides presented by SkillSoft PLC to RiskMetrics Group on March 18, 2010 regarding the proposed acquisition of SkillSoft PLC by SSI Investments III Limited.

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Presentation to RiskMetrics Group March 2010

Presentation Overview & Team Presentation Overview & Team SkillSoft Overview Recommendation & Core Rationale Transaction Overview, Terms & Process Summary Presentation Team Chuck Moran SkillSoft President & CEO Bill Boyce Lead Director Jim Krzywicki Director / Member of Independent Committee Slide 2 | RiskMetrics Presentation

Board of Directors & Independent Committee Chuck Moran President & CEO, Chairman of the Board Has served as Director since October 1998 Currently serves as CEO, Screendragon Former President & CEO, Open Learning Exchange James S. Krzywicki Director Founded SkillSoft Corporation in 1998 Formerly served as President & CEO of NETg From 1993 – 1994, served as CFO and COO at Softdesk Name Background Independent Committee (1) Dr. Ferdinand von Prondzynski Director William F. Meagher, Jr. Director P. Howard Edelstein Director William J. Boyce Lead Director Has served as Director since November 2001 Currently serves as President of Dublin City University Currently serves as Director Knockdrin Estates and several private companies Has served as Director since March 2004 Former Managing Partner, Arthur Andersen Currently serves as director of Mac-Gray Corporation Has served as Director since September 2002 Formerly served as EIR with Warburg Pincus and CEO, NYFIX Currently serves as director of Alacra and Ness Technologies Has served as Director since March 2009 Former Founder, Highland Capital Partners Former private investor and Vice President, Affiliated Publications Independent Committee (1) The SkillSoft Board delegated to the Independent Committee the authority to approve or disapprove and recommend to the Board approval or disapproval of the proposed acquisition of SkillSoft by the Investor Group, and resolved that the Board shall not approve the proposed acquisition by the Investor Group without the prior approval of such acquisition by the Independent Committee Slide 3 | RiskMetrics Presentation

SkillSoft Overview Slide 4 | RiskMetrics Presentation (1) IDC, Worldwide and U.S. Corporate eLearning 2009-2013 Forecast, August 2009. (2) On a constant-currency basis. Company overview SkillSoft PLC (NASDAQ: SKIL) is a leading SaaS provider of on-demand eLearning and performance support solutions for global enterprises, government, education and small to medium-sized businesses SkillSoft occupies a unique position in the eLearning industry through the pairing of its extensive content offering with its flexible technology – SkillSoft’s content library includes more than 30,000 titles in 19 languages and covers a wide spectrum of enterprise learning needs with courses, simulations, online books, videos and 24x7 online mentoring – SkillSoft maintains a worldwide presence with products sold in 58 countries Industry dynamics Growth expectations for the U.S. Corporate eLearning market have declined due to several factors including – Global economic conditions – Trends related to the recessionary environment, such as a more discretionary view on training, budget pressure and pricing sensitivity IDC has reduced its U.S. Corporate eLearning market growth rate expectations through 2012 by over 50% (1) SkillSoft’s recent performance As a result of the challenging operating environment during fiscal 2010, SkillSoft’s revenue, backlog and order intake declined by 4%, 3% (2) and 6%, respectively, in fiscal 2010

Recommendation | Core Rationale Best available strategic alternative for SkillSoft shareholders – Prior discussions with potential merger partners / acquirors did not yield results – Other strategic alternatives, which were thoroughly reviewed by the Board, included greater risks and uncertainty Challenging market environment and financial trends – Growth expectations for the eLearning market have declined – Increasing competition within SkillSoft’s market place – SkillSoft’s success at reducing operating costs make peer outperformance more difficult going forward Premium valuation – 26% premium to the average closing price over one-year period ended February 11, 2010 – 49% premium to the average closing price over the five-year period ended February 11, 2010 Addresses shareholder concerns regarding illiquidity of SkillSoft securities – Shareholder base highly concentrated with top 10 holders owning over 60% of shares at time of announcement – Very low trading volume prevented shareholders from liquidating position without putting "selling pressure" on the stock price for an extended period of time Transaction terms & process structured to maximize value for shareholders – Transaction effected via Irish Takeover Rules, which are structured to maximize value for shareholders – Active Go-Shop provision allowed the company to proactively solicit higher proposals - not common practice in Ireland – Modest expense reimbursement agreement Slide 5 | RiskMetrics Presentation

Transaction Overview Go-Shop provision Transaction must be approved by 75% of the votes cast by shareholders Transaction subject to approval by the Irish High Court – Of the 45 parties contacted during the Go-Shop period, only 1 party submitted an indicative proposal, which was preliminary and conditional and was subsequently withdrawn Post March 6, SkillSoft can only react to unsolicited inbound inquiries by third parties Vote requirement Recommendation Transaction Timing March 12 Documents posted to shareholders March 29 Voting deadline for ADS shareholders April 4 Voting deadline for Ordinary shareholders May 4 High Court hearing expected to be held to sanction the Scheme May 14 Expected to close on or around May 14 Slide 6 | RiskMetrics Presentation SSI investments III Limited, a company formed by funds sponsored by Berkshire Partners  LLC, Advent International Corporation and Bain Capital, LLC (the ‘Investor Group’ ), and  SkillSoft have agreed the terms for  a recommended acquisition of SkillSoft for $10.80 in cash  for each ordinary share or ADS SkillSoft's Board of Directors and a committee of independent directors unanimously recommend SkillSoft shareholders  vote in favor of the acquisition Transaction Agreement included a 22-day ‘Go-Shop’ period which commenced February 12 wherein SkillSoft had the ability to proactively solicit third party proposals (until March 6) April 6     Court meeting and EGM to obtain shareholder approvals

Transaction Terms & Process Successful negotiation with the Investor Group – Investor Group increased price to $10.80 from $10.50 through multiple rounds of negotiation – Addition of Go-Shop provision, the period of which was successfully lengthened through negotiations – Successfully eliminated matching right as originally proposed by the Investor Group Transaction certainty – Cash consideration providing certainty of value for Shareholders – Absence of any financing condition to the Investor Group’s obligation to consummate the acquisition Minimal break-up fee – Expenses-reimbursement payment limited to 1% of total value of entire issued share capital of SkillSoft Go-Shop provision – Ability to affirmatively solicit acquisition proposals from third parties during the 22-day period following announcement – Following the expiration of the Go-Shop period on March 6, SkillSoft has the right to furnish information to and conduct negotiations with third parties that make an unsolicited acquisition proposal Management participation in the transaction – SkillSoft management proactively did not participate in discussions with the Investor Group around employee contracts or equity participation • Management avoided the perception of allegiance with the Investor Group and wanted the Go-Shop process to be impartial Transaction terms & process structured to maximize value for shareholders Slide 7 | RiskMetrics Presentation

Transaction Terms and Process | Go-Shop Credit Suisse contacted 45 parties between February 12 and March 6 (including private equity firms & operating companies) that SkillSoft believed might have an interest in acquiring the business Based on feedback from these parties, Credit Suisse sent 15 parties a Go-Shop process instruction letter and a form of Confidentiality Agreement SkillSoft entered into Confidentiality Agreements with 10 parties and subsequently granted each of them access to the data room containing the documents made available to the Investor Group - all of those parties conducted some level of due diligence on SkillSoft SkillSoft received an indicative conditional preliminary proposal from one party to acquire all of the outstanding shares of SkillSoft at a price per share in excess of $10.80 This proposal was preliminary in nature and subject to certain conditions. Subsequent to submitting this proposal and after further work relating to those conditions, the third party informed SkillSoft that it would not be submitting a more formal or unconditional offer and withdrew its preliminary proposal Summary of Go-Shop solicitation Slide 8 | RiskMetrics Presentation

Summary Best available strategic alternative for SkillSoft shareholders – Prior discussions with potential merger partners / acquirors did not yield results – Other strategic alternatives considered by the Board included greater risks – Certainty of value: cash offer of US$10.80 per ADS – Addresses shareholder concerns regarding illiquidity of SkillSoft securities – No alternative offer after extensive Go-Shop process Challenging market environment and financial trends within SkillSoft’s business – Growth expectations for the eLearning market have declined – Increasing competition within SkillSoft’s market place – SkillSoft’s success at reducing operating costs make peer outperformance more difficult going forward Premium valuation – 26% premium to the average closing price over one-year period ended February 11, 2010 – 49% premium to the average closing price over the five-year period ended February 11, 2010 Slide 9 | RiskMetrics Presentation SkillSoft Board unanimously recommends shareholders vote in favor of the acquisition

Q&A Slide 10 | RiskMetrics Presentation

Appendix Slide 11 | RiskMetrics Presentation

Best Available Strategic Alternative Prior discussions with potential merger partners / acquirors did not yield results Over the past several years, efforts undertaken by SkillSoft to determine whether any party was interested in acquiring the Company did not yield any definitive acquisition proposal other than the one from the Investor Group Other strategic alternatives considered by the Board included greater risks Each of the strategies evaluated involved risks and uncertain likelihood of success, and involved execution challenges as well as the potential to disrupt SkillSoft’s existing business plan and prospects Continuing to operate the business with a view to maximizing profitability, while a viable alternative, was likely to impair SkillSoft’s growth profile Each of the growth strategies considered required significant content, platform or headcount investments – These investments are typically expensed through the P&L, which would have depressed SkillSoft’s future profitability – This could potentially have a negative impact on the trading price of SkillSoft ADSs in the short term due to the natural delay that occurs between when incremental investments are made and subsequent revenue growth might be realized Those growth strategies that offered the greatest potential for a long-term positive impact on the trading price of SkillSoft ADSs involved increased levels of execution risk, long-term horizons, and lacked reasonable certainty in their ability to yield meaningful increases in the value of SkillSoft ADSs relative to the underlying risk Slide 12 | RiskMetrics Presentation

Premium valuation Historical stock price performance 14-Feb-05 29-Jul-05 11-Jan-06 26-Jun-06 8-Dec-06 23-May-07 5-Nov-07 18-Apr-08 1-Oct-08 16-Mar-09 28-Aug-09 11-Feb-10 $0 $3 $6 $9 $12 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 Source: FactSet. Offer price: $10.80 $10.80 offer premium / (discount) to Period Price Prem/(disc) Unaffected $9.76 11% 12-month average 8.56 26% 5-year average 7.25 49% Note:  Prices as of February 11, 2010. March 9, 2009 – February 11, 2010 SkillSoft: 98% NASDAQ: 72% Slide 13 | RiskMetrics Presentation

As a result of the challenging operating environment during fiscal 2010, SkillSoft’s revenue, deferred revenue, bookings and backlog for FY2010 were all down from FY2009 Additionally, SkillSoft’s preliminary operating plan for FY2011 anticipates that FY2011 will be a more challenging year than is reflected in the mean estimates of securities analysts published with Institutional Brokers’ Estimate System (I/B/E/S) Challenging market environment and financial trends Slide 14 | RiskMetrics Presentation ($MM) SKIL historical operating performance FY 2008 FY 2009 FY 2010 Revenues Total Revenues (actuals) $281 $329 $315 Total Revenues (actuals) 17% (4%) Backlog Non-cancelable revenue backlog $255 $239 $239 Non-cancelable revenue backlog (constant currency) 247 246 239 Non-cancelable revenue backlog (constant currency) (0%) (3%) Deferred Revenue Deferred Revenue (as reported) $219 $202 $200 Deferred Revenue (constant currency) 212 208 200 Deferred Revenue (constant currency) (2%) (4%) Metrics Combined Dollar Renewal Rate 102% 97% 93% Order Intake (6%) Note: Constant currency reported at 1/31/10 FX rates.

Illiquidity of SkillSoft securities SkillSoft’s stock is thinly traded and illiquid, which is largely a result of significant shareholder concentration Given the shareholder concentration and illiquid technical trading, a large shareholder would likely depress the market price if they decided to liquidate their position # of trading days required to liquidate position assuming maximum daily sale of 20% of 1- month avg. daily trading volume Slide 15 | RiskMetrics Presentation Institutions (1) Outstanding % of Holder shares O/S (2) Columbia Wanger Asset Management Lp 21,025,250 22.2% Wells Capital Management, Inc. 8,076,510 8.5% Capital World Investors 5,850,000 6.2% Fred Alger Management, Inc. 4,019,529 4.2% Westfield Capital Management Co. Lp 3,934,052 4.1% Bamco, Inc. 3,750,000 4.0% Timessquare Capital Management Llc 3,723,250 3.9% T. Rowe Price Associates, Inc. 3,595,750 3.8% Cramer Rosenthal Mcglynn Llc 3,446,950 3.6% Fidelity Management & Research 2,697,900 2.8% Cortina Asset Management Llc 1,925,370 2.0% The Boston Company Asset Management Llc 1,698,436 1.8% New York State Common Retirement Fund 1,544,052 1.6% Eagle Asset Management, Inc. 1,470,942 1.6% Kalmar Investments, Inc. 1,459,740 1.5% Renaissance Technologies Llc 1,272,220 1.3% Tygh Capital Management, Inc. 1,194,180 1.3% Capital Research Global Investors 1,189,000 1.3% Essex Investment Management Co. Llc 987,004 1.0% Dreyfus Investment Advisors, Inc. 936,200 1.0% Top 20 institutions 73,796,335 77.8% Remaining institutional holders 10,245,651 10.8% Total institutional holdings 84,041,986 88.6% (1)  Based on FactSet holding information for investors prior to acquisition announcement. (2) Based on common shares outstanding per SkillSoft 10-Q/A for the period ended October 31, 2009. Excludes impact of dilutive securities. (3) Based on share price of $9.76 as of February 11, 2010. (4) Per Bloomberg. Days trading volume Shares held relative to 100% of 20% of Illustrative Basic Shares 1-month 1-month shares market held as a avg. daily avg. daily held value (3) % of float volume volume 20.0 $195.2 21.1%  102 Days 510 Days 15.0 146.4 15.8 77         383         10.0 97.6 10.6 51         255         5.0 48.8 5.3 26         128         1.0 9.8 1.1 5         26         (MM, except per share amounts) Technical trading statistics 1 month Price as of (2/11/10) $9.76 Share volume / day 0.196 Basic shares outstanding (2) 94.9 Average price $10.07 Public float 94.7 $ volume / day $2.0 Basic market value (2)(3) $926.1 % float 0.2% Float value (3) $923.8 % outstanding 0.2% Float as % outstanding (4) 99.8%

Overview of the Investor Group • Founded in 1985 • Active private equity investor, having completed more than 90 investments • Currently investing from seventh fund, which totals $3.1 billion • Founded in 1985 • Comprised of over 140 professionals in 16 offices around the world • Currently managing a portfolio of over 100 companies • Founded in 1984 • Global private investment firm, managing pools of capital including private equity, high yield assets, mezzanine capital, venture capital and public equity • Has made private equity investments and add-on acquisitions in over 300 companies • Funds advised = $6.5Bn • Funds advised = $24Bn • Funds advised = ~$65Bn Overview Assets Under Management Selected Notable Investments Investor Group Slide 16 | RiskMetrics Presentation

Legend Slide 17 | RiskMetrics Presentation Legal Information The directors of SkillSoft accept responsibility for the information contained in this document, other than that relating to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments III Limited and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of SkillSoft (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The directors of SSI Investments III Limited accept responsibility for the information contained in this document relating to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC and the directors of SSI Investments III Limited and members of their immediate families, related trusts and persons connected with them.  To the best of the knowledge and belief of the directors of SSI Investments III Limited (who have taken all reasonable care to ensure such is the case, the information contained in this document for which they accept responsibility) is in accordance with the facts and does not omit anything likely to affect the import of such information. Credit Suisse Securities (USA) LLC (“Credit Suisse”), which is regulated under the laws of the United States of America, is acting for SkillSoft and for no one else in connection with the Acquisition and will not be responsible to any person other than SkillSoft for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the Acquisition, the content of this document or any transaction or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this document, any transaction, any statement contained herein or otherwise. Morgan Stanley, which is regulated under the laws of the United States of America, is acting as lead financial advisor to SSI Investments and the Investor Group and no one else in connection with the Acquisition and will not be responsible to anyone other than SSI Investments and the Investor Group for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Acquisition, the contents of this document or any transaction or arrangement referred to herein. Neither Morgan Stanley nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Morgan Stanley in connection with this document, any transaction, any statement contained herein or otherwise. WilmerHale and William Fry are acting as legal advisors to SkillSoft.  Ropes & Gray LLP and Mason Hayes+Curran are acting as legal advisors to SSI Investments III Limited, Berkshire Partners LLC, Advent International Corporation and Bain Capital Partners, LLC. This document does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. Capitalised terms used but not otherwise defined herein shall have the meanings given to such terms in the definitive Proxy Statement (comprising the definitive Scheme Document). Any response in relation to the Acquisition should be made only on the basis of the information contained in the definitive Proxy Statement (comprising the Scheme Document). SkillSoft Securityholders are advised to read carefully the formal documentation in relation to the proposed transaction. SAFE HARBOUR FORWARD-LOOKING STATEMENTS  This document includes information that constitutes forward-looking statements made pursuant to the safe harbour provision of the Private Securities Litigation Reform Act of 1995. Statements in this document regarding the proposed transaction between SSI Investments III Limited and SkillSoft, the expected timetable for completing the transaction and any other statements about SSI Investments III Limited’s and SkillSoft’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. 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 “Risk Factors” in SkillSoft’s Quarterly Report on Form 10-Q for the quarterly period ended 31 October 2009, as filed with the Securities and Exchange Commission. The forward-looking statements provided by SSI Investments III Limited and SkillSoft in this document represent the views of SSI Investments III Limited and SkillSoft as of the date of this document. SSI Investments III Limited and SkillSoft anticipate that subsequent events and developments may cause their views to change. However, while SSI Investments III Limited and SkillSoft may elect to update these forward-looking statements at some point in the future, SSI Investments III Limited and SkillSoft specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing SSI Investments III Limited’s or SkillSoft’s views as of any date subsequent to the date of this document.

Legend (continued) Slide 18 | RiskMetrics Presentation Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007, as amended (the “Irish Takeover Rules”), if any person is, or becomes, ‘interested’ (directly or indirectly) in, one per cent., or more of any class of ‘relevant securities’ of SkillSoft, all ‘dealings’ in any ‘relevant securities’ of SkillSoft (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3.30 pm (Dublin time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the scheme becomes effective or on which the ‘offer period’ otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of SkillSoft, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of SkillSoft by SSI Investments III Limited or SkillSoft, or by any of their respective ‘associates’ must also be disclosed by no later than 12 noon (Dublin time) on the business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Panel’s website at www.irishtakeoverpanel.ie. ‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289. The release, publication or distribution of this document in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this document and all other documents relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction in respect of which it would be unlawful to do so, including (but not limited to) Canada, South Africa, Australia and Japan. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.