Open Text : 2020 Proxy Circular - Notice of AGSM of Shareholders

OPEN TEXT CORPORATION

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

SEPTEMBER 14, 2020

The annual general and special meeting (Meeting) of the holders of common shares (Common Shares) of Open Text Corporation (we, our, us, OpenText or the Company) will be held virtually via live audio webcast at https://web.lumiagm.com/ 245779000, password: open2020 (case sensitive) on September 14, 2020 at 10:00 a.m. (Eastern Daylight time) for the following purposes:

1. to receive the financial statements of the Company for the year ended June 30, 2020, together with the report of the auditors thereon;
2. to elect directors;
3. to re-appoint auditors;
4. to consider and, if thought advisable, pass the non-bindingsay-on-pay resolution on executive compensation, as more particularly set forth in the accompanying management information circular;
5. to consider and, if thought advisable, approve, a resolution reserving for issuance an additional 4,000,000 Common Shares under the Company's 2004 Employee Stock Purchase Plan;
6. to consider and, if thought advisable, approve a resolution reserving for issuance an additional 6,000,000 Common Shares under the Company's 2004 Stock Option Plan; and
7. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on August 5, 2020 are entitled to notice of the Meeting.

To proactively deal with the public health impact of COVID-19, and to mitigate risks to the health and safety of our community, shareholders, employees and other stakeholders, we will be holding the Meeting in a virtual only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/245779000, password: open2020 (case sensitive). At this website, shareholders will be able to participate in the Meeting, submit questions and vote their Common Shares while the Meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our shareholders by allowing shareholders that might not otherwise be able to travel to a physical meeting to attend online, while minimizing the health risk that may be associated with large gatherings.

Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://web.lumiagm.com/245779000, password: open2020 (case sensitive) or any adjournment or postponement thereof, or they may appoint another person (who need not be a shareholder) as their proxy to attend, submit questions and vote in their place. If you appoint a non-management proxyholder, please ensure that they attend the Meeting online for your vote to count.

In connection with the virtual Meeting, the Company will be using the Canadian Securities Administrators' "notice-and-access" delivery model which allows the Company to furnish the management information circular (Circular), the accompanying proxy-related materials, the financial statements for the year ended June 30, 2020 and associated management's discussion and analysis (collectively, the Meeting Materials) to shareholders over the Internet resulting in lower costs and a reduction in the environmental impact of the Meeting. Under notice-and-access, shareholders will continue to receive a form of proxy or voting instruction form enabling them to vote at the Meeting online. However instead of a paper copy of the Meeting Materials, including the Circular, shareholders will receive a notice with information on how they may access the Meeting Materials, including the Circular, electronically. On or about August 14, 2020, the Company intends to mail shareholders of record as of August 5, 2020 a notice with information about the notice-and-access process and voting instructions, as well as a proxy or voting instruction form containing instructions on how to access the Meeting Materials. SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR PRIOR TO VOTING. Shareholders with questions about notice-and-access can call Computershare Investor Services Inc.

All shareholders are cordially invited to attend the Meeting online at https://web.lumiagm.com/245779000, password: open2020 (case sensitive). Registered shareholders who are unable to attend the Meeting online are urged to vote (i) by mail by sending the form of proxy to the Company's transfer agent in the envelope enclosed with the form of proxy; (ii) by facsimile to [phone] or toll free (within North America) at [phone]; (iii) toll free by telephone at 1-866-732-VOTE (8683); or (iv) over the Internet at www.investorvote.com. To be effective, the completed form of proxy must be received by the Company's transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 before 10:00 a.m. (Eastern Daylight time) on September 10, 2020 or in the case of any adjournment or postponement of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of the adjournment or postponement. The Chair of the Meeting may waive or extend the proxy cut-off at his or her discretion without notice. The return of the form of proxy will not affect your right to vote at the Meeting online. To be effective, non-registered shareholders who receive these materials through their broker or other intermediary should complete and send the voting instruction form or form of proxy, as applicable, in accordance with the instructions provided by their broker or intermediary. These instructions include the additional step of registering proxyholders with Computershare Investor Services Inc. after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a "Control Number" or username to participate in the Meeting online and only being able to attend as a guest. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting online as guests but will not be able to vote or submit questions at the Meeting online.

If you have any questions or need assistance completing your voting instruction form or form of proxy, please contact Kingsdale Advisors, our strategic shareholder advisor and proxy solicitation agent for the Meeting, by toll-free telephone at 1-888-327-0819 (within North America) or at 1-416-867-2272 (outside North America) or by e-mail at [e-mail].

The Circular is deemed to form part of this notice.

August 5, 2020

By order of the Board of Directors

Michael F. Acedo (signed)

Corporate Secretary

2020 PROXY CIRCULAR SUMMARY

This summary highlights information provided elsewhere in this Circular. It does not contain all the information you should consider. Please read this Circular in its entirety prior to casting your vote.

VOTING OVERVIEW

Proposal	Board Vote	Page
	Recommendation
1. Election of Directors	For	7
2. Re-appointment of Independent Auditors	For	16
3. Shareholder Advisory Vote on Executive Compensation (Say-on-Pay Vote)	For	17
4. Amendment to the 2004 Employee Stock Purchase Plan	For	18
5. Amendment to the Company's 2004 Stock Option Plan	For	20

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OPEN TEXT CORPORATION

MANAGEMENT PROXY CIRCULAR

FOR THE

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

September 14, 2020

SOLICITATION OF PROXIES

This management proxy circular (Circular) and accompanying form of proxy are furnished in connection with the solicitation by management of Open Text Corporation (we, our, us, OpenText or the Company) of proxies to be used at the Company's annual general and special meeting (the Meeting) of holders of common shares of the Company (Common Shares) to be held at 10:00 a.m. (Eastern Daylight time) on September 14, 2020 or at any adjournment or postponement thereof.

The solicitation of proxies for use at the Meeting is being made by or on behalf of the management of the Company. The solicitation of proxies for the Meeting will be made primarily by mail, but proxies may also be solicited personally, in writing or by telephone, by directors, officers or employees of the Company without special compensation. In addition, Kingsdale Advisors (Kingsdale) has been retained as our strategic shareholder advisor and proxy solicitation agent to assist in the solicitation of proxies for the Meeting at a fee of approximately CAD $50,000, plus associated costs and expenses. Kingsdale can be contacted by toll-free telephone at 1-888-327-0819 (within North America) or collect call at 1-416-867-2272 (outside North America) or by e-mail at [e-mail]. The cost of solicitation will be borne by the Company. The Company may also reimburse brokers and other persons holding Common Shares in their name or in the name of nominees for their costs incurred in sending proxy material to their principals in order to obtain their proxies.

DELIVERY OF MEETING MATERIALS

Notice-and-Access

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the management proxy solicitation requirement received from the Director appointed under the Canada Business Corporations Act (the CBCA), the Company is using "notice-and-access" to deliver proxy-related materials (such as this Circular and the Company's annual report on Form 10-K for the year ended June 30, 2020, containing the Company's financial statements for the year ended June 30, 2020 and the auditors' report thereon and management's discussion and analysis of such financial results (the Annual Report and, together with this Circular, the Meeting Materials)) to both registered and non-registered shareholders. Rather than receiving a paper copy of the Meeting Materials in the mail, shareholders as of August 5, 2020, the record date for the Meeting, have access to them online. Shareholders will receive a notice package (Notice Package) containing information about the matters to be addressed at the Meeting online and the notice-and-access process, a form of proxy (if you are a registered shareholder) or a voting instruction form (if you are a non-registered shareholder), and instructions on how to vote Common Shares. Where a shareholder has previously consented to electronic delivery, the Notice Package will be sent to the shareholder electronically. The Notice Package will be mailed to all shareholders from whom consent to electronic delivery has not been obtained.

Shareholders are reminded to review this Circular prior to voting.

The Company anticipates that notice-and-access will directly benefit the Company through a substantial reduction in both postage and printing costs and will also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions regarding notice-and-access can call Computershare toll-free at 1-800-564-6253.

2020 MANAGEMENT PROXY CIRCULAR - 1

Accessing the Meeting Materials Electronically

Electronic copies of the Meeting Materials are available online at https://investors.opentext.com/financials/ default.aspx#annual, on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.comor on the Electronic Document Gathering and Retrieval System (EDGAR) of the Securities and Exchange Commission at www.sec.gov. All references to websites are for your information only. The information contained or linked through any website is not part of, and is not incorporated by reference into, this Circular.

How to Request Paper Copies of the Meeting Materials

Shareholders may obtain paper copies of the Meeting Materials free of charge by following the instructions provided in the Notice Package. Shareholders may request paper copies of the Meeting Materials for up to one year from the date that this Circular was filed on SEDAR. In order to receive paper copies of the Meeting Materials in advance of the deadline for submission of voting instructions and the date of the virtual Meeting, your request must be received by Computershare by September 1, 2020. Please note that if you request a paper copy of the Meeting

Materials, you will not receive a new form of proxy or voting instruction form, and therefore you should retain the forms included in the Notice Package in order to vote.

ATTENDING THE MEETING

Virtual Only Format

To proactively deal with the public health impact of COVID-19, and to mitigate risks to the health and safety of our community, shareholders, employees and other stakeholders we will be holding the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Shareholders will not be able to physically attend the Meeting.

The Meeting will be hosted online only by way of a live audio webcast. A summary of the information shareholders will need to attend the Meeting online is provided below. The Meeting will begin at 10:00 a.m. on September 14, 2020 and can be accessed online at https://web.lumiagm.com/245779000. Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests but will not be able to vote or submit questions at the Meeting.

Participation by Registered Shareholders and Duly Appointed Proxyholders

Registered shareholders that have a 15-digit control number located on their form of proxy, along with duly appointed proxyholders who were assigned a username by Computershare Investor Services Inc. (Computershare), the registrar and transfer agent of the Company (see "Appointment of Proxyholder" below), will be able to vote and submit questions during the Meeting. To do so, please go to https://web.lumiagm.com/245779000prior to the start of the Meeting to login. Click on "I have a login" and enter your 15-digit control number or username along with the password: open2020 (case sensitive).

• Registered Shareholders - The 15-digit control number located on the form of proxy or in the email notification you received is the Username and the Password is open2020
• Duly appointed proxyholders - Once proxyholders are registered in accordance with the instructions set out below under "Registering a Proxyholder", Computershare will provide the proxyholder with a username after the proxy voting deadline has passed. The Password to the meeting is open2020

Registered shareholders using a 15-digit control number to login to the online Meeting will be required to accept the terms and conditions of the Meeting. If a shareholder who has submitted a proxy attends the Meeting via webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted form of proxy will be revoked and disregarded.

2 - OPEN TEXT CORPORATION

If you are using a 15-digit control number to login to the online meeting you must accept the terms and conditions. If you DO NOT wish to revoke all previously submitted proxies, do not vote at the meeting. If you proceed with voting at the meeting, you will be revoking any and all previously submitted proxies, however, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the meeting.

It is important that registered shareholders and duly appointed proxyholders eligible to vote at the Meeting are connected to the internet at all times during the Meeting online in order to vote when balloting commences. It is the responsibility of each registered shareholder and duly appointed proxyholder to ensure connectivity for the duration of the Meeting online.

Participation by Non-Registered Holders

Non-registered shareholders who have not appointed themselves as proxyholder to vote at the Meeting but who wish to attend the Meeting virtually will only be able to attend as a guest by going to https://web.lumiagm.com/245779000prior to the start of the Meeting, clicking on "I am a Guest" and completing the online form. Such non-registered shareholders will be able to listen to the Meeting but will not be able to vote or submit questions.

APPOINTMENT OF PROXYHOLDER

The persons specified in the form of proxy are officers of the Company and have been designated by management of the Company. Each shareholder has the right to appoint as proxyholder a person (who need not be a shareholder of the Company) other than the persons designated by management of the Company in the form of proxy to attend online and act on the shareholder's behalf at the Meeting online or at any adjournment or postponement thereof. Such right may be exercised by inserting the name of the person in the blank space provided in the form of proxy or by completing another form of proxy. In either case, please ensure that you carefully follow the instructions set out below under "Registering a Proxyholder". If you appoint a non-managementproxyholder, please ensure that they attend the Meeting online for your vote to count.

A person whose name appears on the books and records of the Company as a holder of Common Shares is a registered shareholder. A non-registered shareholder is a beneficial owner of Common Shares whose shares are registered in the name of an intermediary (such as a bank, trust company, securities dealer or broker, or a clearing agency in which an intermediary participates).

Without a username, proxyholders will not be able to vote at the Meeting online. Please ensure that you carefully follow the instructions set out below under "Registering a Proxyholder".

Registered Shareholders

A registered shareholder can vote Common Shares owned by him or her at the Meeting in one of two ways-either online at the Meeting or by proxy. A registered shareholder who wishes to vote online at the Meeting should not complete or return the form of proxy included with the Notice Package. Those registered shareholders choosing to attend the Meeting online will have their votes taken and counted at the Meeting. A registered shareholder who does not wish to attend the Meeting or does not wish to vote online should properly submit the form of proxy, and the Common Shares represented by the shareholder's proxy will be voted or withheld from voting in accordance with the instructions indicated on the form of proxy or any ballot that may be called at the Meeting or any adjournment or postponement thereof.

A registered shareholder may submit his or her form of proxy by mail, by facsimile, by telephone or over the Internet in accordance with the instructions below.

Voting by Internet. A registered shareholder may submit his or her proxy over the Internet by going to www.investorvote.com and following the instructions. Such shareholder will require a 15-digit control number (located on the front of the form of proxy) to identify himself or herself to the system.

2020 MANAGEMENT PROXY CIRCULAR - 3

Voting by Telephone. A registered shareholder may submit his or her proxy by telephone by calling toll free 1-866-732-VOTE (8683) and following the instructions provided. Such shareholder will require a 15-digit control number (located on the front of the form of proxy) to identify himself or herself to the system.

Voting by Facsimile. A registered shareholder may submit his or her proxy by facsimile by completing, dating and signing the form of proxy and returning it by facsimile to Computershare Investor Services Inc. at [phone] or toll free (within North America) at [phone].

Voting by Mail. A registered shareholder may submit his or her proxy by mail by completing, dating and signing the form of proxy and returning it using the envelope provided or otherwise to the attention of the Proxy Department of Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1.

To be effective, a proxy must be received by Computershare no later than 10:00 a.m. (Eastern Daylight time) on September 10, 2020 or, if the Meeting is adjourned or postponed, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of any adjournment or postponement thereof. The Chair of the Meeting may waive or extend the proxy cut-off at his or her discretion without notice.

Non-Registered Shareholders

The Company has distributed copies of this Circular and accompanying Notice of Meeting to intermediaries for distribution to non-registered shareholders. Unless the non-registered shareholder has waived his or her rights to receive these materials, an intermediary is required to deliver them to the non-registered shareholder and to seek instructions on how to vote the Common Shares beneficially owned by the non-registered shareholder. In many cases, intermediaries will have used a service company (such as Broadridge Investor Communication Solutions in Canada (Broadridge)) to forward these materials related to the Meeting to non-registered shareholders. The Company is paying Broadridge to deliver, on behalf of the intermediaries, a copy of the materials related to the Meeting to each "non-objecting beneficial owner" and "objecting beneficial owner" (as those terms are defined in National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer).

Non-registered shareholders who receive these Meeting materials will typically be given the ability to provide voting instructions in one of the following ways.

Voting by Internet. A non-registered shareholder may submit his or her vote over the Internet by going to www.proxyvote.comand following the instructions. Such shareholder will require a 16-digit control number (located on the front of the form of proxy) to identify himself or herself to the system.

Voting by Telephone. A non-registered shareholder may submit his or her proxy by calling the telephone number located on the voting instruction form. Such shareholder will require a 16-digit control number (located on the front of the form of proxy) to identify himself or herself to the system.

Voting by Facsimile. A non-registered shareholder may submit his or her proxy by facsimile by completing, dating and signing the form of proxy and returning it by facsimile to the number located on the form of proxy.

These procedures are designed to enable non-registered shareholders to direct the voting of their Common Shares. Any non-registered shareholder receiving either a voting instruction form or form of proxy who wishes to attend and vote at the Meeting online (or have another person attend and vote on their behalf) should, in the case of a voting instruction form, follow the corresponding instructions provided by the intermediary or, in the case of a form of proxy, strike out the names of the persons identified in the form of proxy as the proxyholder and insert the non-registered shareholder's (or such other person's) name in the blank space provided. In either case, the non-registeredshareholder should carefully follow the instructions provided by the intermediary and set out below under "Registering a Proxyholder". If you appoint a non-managementproxyholder, please ensure that they attend the Meeting online for your vote to count.

The Company may use Broadridge's QuickVote™ service to assist non-registered shareholders with voting their Common Shares. Non-registered shareholders may be contacted by Kingsdale to conveniently obtain voting

4 - OPEN TEXT CORPORATION

instructions directly over the telephone. Broadridge then tabulates the results of all the instructions received and provides the appropriate instructions respecting the Common Shares to be represented at the Meeting.

REGISTERING A PROXHOLDER

Shareholders who wish to appoint a third-party,non-management proxyholder to represent them at the Meeting online, including non-registered shareholders who wish to appoint themselves as proxyholder to attend and vote at the Meeting, must submit their form of proxy or voting instruction form, as applicable, prior to registering a proxyholder. Registering a proxyholder is an additional step shareholders will need to complete after submitting a form of proxy or voting instruction form. Failure to register a proxyholder will result in the proxyholder not receiving a control number or username to participate in the Meeting. To register a proxyholder, shareholders must visit http://www.computershare.com/OpenTextnot later than 10:00 a.m. (Eastern Daylight time) on September 10, 2020, or if the Meeting is adjourned or postponed, not less 48 hours, excluding Saturdays, Sundays and holidays, prior to such adjourned or postponed Meeting, and provide Computershare with their proxyholder's contact information so that Computershare may provide the proxyholder with a control number or username via email. Without a control number or username, proxyholders will not be able to participate online at the Meeting.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorized in writing, to the attention of the Secretary of the Company at 275 Frank Tompa Drive, Waterloo, Ontario N2L 0A1 or by facsimile to [phone], at any time up to 10:00 a.m. (Eastern Daylight time) on September 11, 2020, or in the case of any adjournment or postponement of the Meeting, 10:00 a.m. (Eastern Daylight time) on the business day preceding the date of the adjournment or postponement. A shareholder may also revoke a proxy in any other manner permitted by law.

If a shareholder who has submitted a proxy attends the Meeting via webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted form of proxy will be revoked and disregarded.

VOTING OF PROXIES

On any ballot that may be called for, Common Shares represented by properly submitted proxies in favour of the persons designated by management of the Company in the form of proxy will be voted for or against or withheld from voting in accordance with the instructions given thereon and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly. If a specification is not made with respect to any matter, the Common Shares will be voted on such matter as stated therein.

The form of proxy confers discretionary authority upon the person specified therein with respect to amendments or variations to the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. As of the date of this Circular, management of the Company is not aware of any such amendment or variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Meeting, or any other matters that are not now known to management, should properly come before the Meeting or any adjournment or postponement thereof, the Common Shares represented by properly submitted proxies given in favour of the persons designated by management of the Company in the form of proxy will be voted on such matters pursuant to such discretionary authority.

2020 MANAGEMENT PROXY CIRCULAR - 5

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Circular may contain forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and created under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended, the Securities Act (Ontario) and Canadian securities legislation in each of the provinces of Canada. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. When we use words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "would", "will" and variations of these words or similar expressions, we do so to identify forward-looking statements.

In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements, and are based on our current expectations, forecasts and projections about the operating environment, economies and markets in which we operate. Forward-looking statements reflect our current estimates, beliefs and assumptions, which are based on management's perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. These forward-looking statements involve known and unknown risks as well as uncertainties, which include (i) actual and potential risks and uncertainties relating to the ultimate geographic spread of COVID-19, the severity of the disease and the duration of the COVID-19 pandemic, including potential material adverse effect on our business, operations and financial performance; (ii) actions that have been and may be taken by governmental authorities to contain COVID-19 or to treat its impact on our business; (iii) the actual and potential negative impacts of COVID-19 on the global economy and financial markets; and (iv) the actual and potential risk and uncertainties relating to the impact of our COVID-19 restructuring plan. The actual results that we achieve may differ materially from any forward-looking statements, which reflect management's current expectations and projections about future results only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. A number of factors may materially affect our business, financial condition, operating results and prospects. For additional information with respect to risks and other factors which could occur, see our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the Securities and Exchange Commission and other securities regulators. Any one of these factors may cause our actual results to differ materially from recent results or from our anticipated future results. Readers are cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

INTERPRETATION

Unless otherwise specified herein, all references to dollar amounts shall be to U.S. dollars.

VOTING SHARES

Voting Shares

As at August 5, 2020 the Company had 271,880,045 Common Shares issued and outstanding.

Under normal conditions, confidentiality of voting is maintained by virtue of the fact that proxies and votes are tabulated by the Company's transfer agent. However, such confidentiality may be lost as to any proxy or ballot if a question arises as to its validity or revocation or any other like matter. Loss of confidentiality may also occur if the board of directors of the Company (Board or Board of Directors) determines that disclosure is in the interest of the Company or its shareholders.

At least two persons present at the Meeting and holding or representing by proxy not less than 33 1/3 percent of the issued and outstanding Common Shares entitled to voting rights at the Meeting will constitute a quorum. Each Common Share is entitled to one vote, without cumulation, on each matter to be voted upon at the Meeting. A simple majority of votes cast at the Meeting, whether at the Meeting online or by proxy, will constitute approval of any matter that is contemplated by this Circular and submitted to a vote.

6 - OPEN TEXT CORPORATION

Record Date

The Board has fixed August 5, 2020 as the record date (Record Date) for the purpose of determining holders of Common Shares entitled to receive notice of and vote at the Meeting. Any holder of Common Shares of record at the close of business on the Record Date is entitled to vote the Common Shares registered in such shareholder's name at that date on each matter to be acted upon at the Meeting.

Principal Shareholders

To the knowledge of the directors and executive officers of the Company, as at August 5, 2020, no person beneficially owned, directly or indirectly, or controlled or directed, more than 10% of the voting rights attached to the outstanding Common Shares.

MATTERS TO BE ACTED UPON AT THE MEETING

1. Election of Directors

The number of directors to be elected at the Meeting is eleven. Under the Company's by-laws, directors of the Company are elected annually. Each director will hold office, subject to the provisions of the Company's by-laws, until the next annual meeting of shareholders or until the successor of such director is duly elected or appointed. All of the proposed nominees are currently directors of the Company, except for Mr. Robert (Bob) Hau who is standing for election by shareholders for the first time at this Meeting. Mr. Carl Jürgen Tinggren is a current director who is not standing for re-election due to his retirement from the Board. The Board thanks Mr. Tinggren for his years of valuable service.

The Board of Directors has adopted a policy (Majority Voting Policy) whereby, in an uncontested election, any nominee who does not receive, in person or by proxy, a greater number of votes "for" his or her election than votes "withheld" from such election is expected to immediately tender his or her resignation to the Board of Directors, to take effect upon acceptance by the Board. The Board of Directors will, within 90 days of receiving the final voting results, determine whether to accept such director's offer to resign. See "Statement of Corporate Governance Practices-Majority Voting Policy".

The Board of Directors recommends a vote "for" the election of each of its proposed nominees to serve on the Board of Directors until the next annual meeting of shareholders. In the absence of a contrary instruction, the persons designated by management of the Company in the form of proxy intend to vote FOR the election as directors of the proposed nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite the proposed nominee's name. The nominees set forth below have consented to being named in this Circular and to serve if elected. Management does not contemplate that any of the proposed nominees will be unable or unwilling to serve as a director, but if that should occur for any reason prior to the Meeting, the Common Shares represented by properly submitted proxies given in favour of such proposed nominee(s) may be voted by the persons designated by management of the Company in the form of proxy, in their discretion, in favour of another nominee.

2020 MANAGEMENT PROXY CIRCULAR - 7

CURRENT BOARD OF DIRECTORS SNAPSHOT

		Independent	Other Current	Audit	Compensation	Corporate
			Public Company			Governance &
			Boards			Nominating
P. Thomas Jenkins	✓	0
Mark J. Barrenechea		2
Randy Fowlie	✓	1	✓		✓
David Fraser	✓	1			✓
Gail E. Hamilton	✓	1		✓
Stephen J. Sadler		1
Harmit Singh	✓	0	✓
Michael Slaunwhite	✓	0		✓	✓
Katharine B. Stevenson	✓	2	✓
Carl Jürgen Tinggren	✓	2	✓
Deborah Weinstein	✓	0		✓	✓

(1) Mr. Tinggren is not standing for re-election at the Meeting.

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BOARD OF DIRECTORS SKILLS MATRIX

The following chart outlines certain key areas of expertise and experience for each Director nominee:

Total

Thomas Jenkins

Mark Barrenechea

Randy Fowlie

David Fraser

Gail Hamilton

Robert Hau

Stephen Sadler

Harmit Singh

Michael Slaunwhite

Katharine Stevenson

Deborah Weinstein

Independent:

9

✓

✓

✓

✓

✓

✓

✓

✓

✓

Senior Leadership:

Senior executive/leadership experience

11

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

within a large organization

Governance/Board Experience:

Director experience with other public

11

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

company and/or governance role

Global Experience:

Experience with multinational

11

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

organizations

Technology and Innovation:

Senior executive experience in the

8

✓

✓

✓

✓

✓

✓

✓

✓

technology sector

Mergers & Acquisitions/Growth Strategy:

Senior executive experience with mergers,

10

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

acquisitions and/or business growth

strategy

Talent and Compensation:

Understanding and experience with human

9

✓

✓

✓

✓

✓

✓

✓

✓

✓

resources issues and compensation policies

Financial and Accounting:

7

✓

✓

✓

✓

✓

✓

✓

Senior financial executive experience

2020 MANAGEMENT PROXY CIRCULAR - 9

Information on the Directors

Set forth below is information with respect to each person proposed to be nominated for election as a director, including (i) the principal occupation, business or employment of each director nominee and other biographical information, (ii) the age and independence status of each director nominee, (iii) length of service on our Board of Directors and service on any committees during our fiscal year beginning on July 1, 2019 and ended on June 30, 2020,

1. the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction was exercised, by such person or the person's associates or affiliates as at August 5, 2020 and confirming such person's compliance with our Share Ownership Guidelines, and (v) if applicable, the percentage of votes "for" each director nominee at the Company's 2019 annual meeting of shareholders, expressed as a percentage of total votes cast at such meeting, either in person or by proxy, on the election of directors. The information as to Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the respective proposed nominees individually.

P. Thomas Jenkins

Georgetown, Cayman Islands

Age: 60

Independent

2019 Votes For: 93.46%

Mr. Jenkins is Chair of the Board of OpenText. From 1994 to 2005, Mr. Jenkins was President, then Chief Executive Officer and then from 2005 to 2013, Chief Strategy Officer of OpenText. Mr. Jenkins has served as a Director of OpenText since 1994 and as its Chairman since 1998. In addition to his OpenText responsibilities, Mr. Jenkins is Chair of the World Wide Web Foundation, a Commissioner of the Tri-Lateral Commission. Mr. Jenkins has also served as a board member of Manulife Financial Corporation, Thomson Reuters Inc. and TransAlta Corporation. He was also past Chair of the Ontario Global 100 (OG100) and past Canadian Co-Chair of the Atlantik Bruecke. He was the tenth Chancellor of the University of Waterloo and was the Chair of the National Research Council of Canada (NRC). Mr. Jenkins received an M.B.A. from Schulich School of Business at York University, an M.A.Sc. from the University of Toronto and a B.Eng. & Mgt. from McMaster University. Mr. Jenkins received honorary doctorates from six universities. He is a member of the Waterloo Region Entrepreneur Hall of Fame, a Companion of the Canadian Business Hall of Fame and recipient of the Ontario Entrepreneur of the Year award, the McMaster Engineering L.W. Shemilt Distinguished Alumni Award and the Schulich School of Business Outstanding Executive Leadership award. He is a Fellow of the Canadian Academy of Engineering (FCAE). Mr. Jenkins was awarded the Canadian Forces Decoration (CD) and the Queen's Diamond Jubilee Medal (QJDM). Mr. Jenkins is an Officer of the Order of Canada (OC).

		Fiscal 2020 Meeting Attendance
Year Joined Board and Committees		Board Meetings		Committee Meetings
Board (December 1994)		7 of 7		N/A
Other Public Board Directorships During Last Five Years
Current:		Former:
		TransAlta Corporation
		Thomson Reuters Corporation
		Manulife Financial Corporation

Equity Ownership

Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
2,375,700(3)	US$109,163,415
Compliance with Share Ownership Guidelines(4)	Yes

10 - OPEN TEXT CORPORATION

Mark J. Barrenechea

California, USA

Age: 55

Not Independent(5)

2019 Votes For: 97.07%

Randy Fowlie

Ontario, Canada

Age: 60

Independent

2019 Votes For: 96.56%

Mr. Barrenechea joined OpenText in January 2012 as the President and Chief Executive Officer. In January 2016, Mr. Barrenechea took on the role of Chief Technology Officer, while remaining the Company's Chief Executive Officer. In September 2017, Mr. Barrenechea was appointed Vice Chair, in addition to remaining the Chief Executive Officer and Chief Technology Officer. Before joining OpenText, Mr. Barrenechea was President and Chief Executive Officer of Silicon Graphics International Corporation (SGI), where he also served as a member of the Board. During Mr. Barrenechea's tenure at SGI, he led strategy and execution, which included transformative acquisition of assets, as well as penetrating diverse new markets and geographic regions. Mr. Barrenechea also served as a director of SGI from 2006 to 2012. Prior to SGI, Mr. Barrenechea served as Executive Vice President and CTO for CA, Inc. (CA), (formerly Computer Associates International, Inc.) from 2003 to 2006 and was a member of the executive management team. Before going to CA, Mr. Barrenechea was the Senior Vice President of Applications Development at Oracle Corporation from 1997 to 2003, managing a multi-thousand person global team while serving as a member of the executive management team. From 1994 to 1997, Mr. Barrenechea served as Vice President of Development at Scopus, a software applications company. Prior to Scopus, Mr. Barrenechea was the Vice President of Development at Tesseract, where he was responsible for reshaping the company's line of CRM and human capital management software. Mr. Barrenechea serves as a member of the Board and Audit Committee of Dick's Sporting Goods and also serves as a board member of Avery Dennison Corporation. In the past five years, Mr. Barrenechea also served as a director of Hamilton Insurance Group. Mr. Barrenechea holds a Bachelor of Science degree in computer science from Saint Michael's College. He has been the recipient of many awards, including the 2011 Best Large Company CEO from the San Francisco Business Times and 2015 Results-Oriented CEO of the year by CEO World Awards.

Mr. Barrenechea has authored several books including The Intelligent and Connected Enterprise, The Golden Age of Innovation, Digital Manufacturing, Digital Financial Services, On Digital, Digital: Disrupt or Die, eGovernment or Out of Government, Enterprise Information Management: The Next Generation of Enterprise Software. He has also written a number of whitepapers, such as The Resilient Organization: COVID-19and New Ways to Work, The Cloud: Destination for Innovation and Security: Creating Trust in a Zero Trust World.

		Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (January 2012)	7 of 7			N/A
Other Public Board Directorships During the Last Five Years
Current:	Former:
Dick's Sporting Goods
Avery-Dennison Corporation
Equity Ownership
Number of Common Shares/RSUs Owned(1)		Total Value of Common Shares/RSUs(2)
1,008,589(6)			US$46,344,645
Compliance with Share Ownership Guidelines(4)					Yes

Mr. Fowlie has served as a director of OpenText since March 1998. From March 2011 to April 2017, Mr. Fowlie was the President and CEO of RDM Corporation, a leading provider of specialized hardware and software solutions in the electronic payment industry. Mr. Fowlie operated a consulting practice from July 2006 to December 2010. From January 2005 until July 2006, Mr. Fowlie held the position of Vice President and General Manager, Digital Media, of Harris Corporation, formerly Leitch Technology Corporation (Leitch), a company that was engaged in the design, development, and distribution of audio and video infrastructure to the professional video industry. Leitch was acquired in August 2005 by Harris Corporation. From June 1999 to January 2005, Mr. Fowlie held the position of Chief Operating Officer and Chief Financial Officer of Inscriber Technology Corporation (Inscriber), a computer software company and from February 1998 to June 1999 Mr. Fowlie was the Chief Financial Officer of Inscriber. Inscriber was acquired by Leitch in January 2005. Prior to working at Inscriber Mr. Fowlie was a partner with KPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998. Mr. Fowlie received a B.B.A. (Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant. Currently, Mr. Fowlie is also a director of Dye & Durham Corporation, which became a public company in July 2020, as well as InvestorCom Inc. and Sapphire Digital Health Solutions Inc., both privately held companies. In the last five years, Mr. Fowlie also served as a director of RDM Corporation.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (March 1998)	7 of 7
Audit				4 of 4
Corporate Governance and Nominating				4 of 4
Other Public Board Directorships During Last Five Years
Current:	Former:
Dye & Durham Corporation	RDM Corporation
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
303,012(7)		US$13,923,401
Compliance with Share Ownership Guidelines(4)				Yes

2020 MANAGEMENT PROXY CIRCULAR - 11

Major General David Fraser

Ontario, Canada

Age: 63

Independent

2019 Votes For: 97.84%

Major-General (Ret.) David Fraser has served as a director of OpenText since September 2018. Mr. Fraser is the President of Aegis Six Corporation of Toronto. Mr. Fraser was commissioned as an Infantry Officer following graduation from Carleton University with a Bachelor of Arts in 1980. He served in various command and staff positions in the Princess Patricia's Canadian Light Infantry from platoon to Division throughout his 30 year career. Most notable, he commanded the NATO coalition in southern Afghanistan in 2006. He is a graduate of the Canadian Forces Command and Staff College in Toronto, holds a Master's of Management and Policy and is a graduate of the United States Capstone Program (Executive School for generals). His honors and awards including the Commander of Military Merit, the Canadian Meritorious Service Cross, the Meritorious Service Medal, the United States Legion of Honor and Bronze Star (for service in Afghanistan), and awards from the Netherlands, Poland, and NATO. He is the recipient of the Vimy award for contributions to leadership and international affairs and the Atlantic Council Award for international leadership. Upon his departure from the military, Mr. Fraser joined the private sector and, along with his partners, created Blue Goose Pure Foods. Mr. Fraser joined INKAS® Armored Vehicle Manufacturing as their Chief Operating Officer in 2015 until 2017. In 2016, he founded Aegis Six Corporation, which aims at addressing the needs of capacity building abroad and for the private sector within Canada. Mr. Fraser currently works with the Bank of Montreal on their Canadian Defence Community Banking Program, serves as a director of Route1, Inc, Antoxa Corp. and the Canadian Forces College Foundation. He is a member of The Prince's Charities Advisory Council as well as the Conference of Defence Association board. Mr. Fraser is also a mentor at the Ivey Business School and is the co-author of Operation Medusa, The Furious Battle that Saved Afghanistan from the Taliban.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (September 2018)	7 of 7
Corporate Governance and Nominating				4 of 4
Other Public Board Directorships During Last Five Years
Current:	Former:
Route1 Inc.
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
13,594(8)		US$624,644
Compliance with Share Ownership Guidelines(4)				Yes

Gail E. Hamilton

Texas, USA

Age: 70

Independent

2019 Votes For: 97.27%

Ms. Hamilton has served as a director of OpenText since December 2006. For the five years prior thereto, Ms. Hamilton led a team of over 2,000 employees worldwide as Executive Vice President at Symantec Corp (Symantec), an infrastructure software company, and most recently had "P&L" responsibility for their global services and support business. While leading Symantec's $2B enterprise and consumer business, Ms. Hamilton helped steer the company through an aggressive acquisition strategy. In 2003, Information Security magazine recognized Ms. Hamilton as one of the "20 Women Luminaries" shaping the security industry. Ms. Hamilton has over 20 years of experience growing leading technology and services businesses in the enterprise market. She has extensive management experience at Compaq and Hewlett Packard, as well as Microtec Research. Ms. Hamilton received both a BSEE from the University of Colorado and an MSEE from Stanford University. Currently, Ms. Hamilton is also a director of Arrow Electronics. In the past five years Ms. Hamilton also served as a director of Ixia and Westmoreland Coal Company. She was recently named as one of WomenInc.'s 2018 Most Influential Corporate Board Directors.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (December 2006)	7 of 7
Compensation				5 of 5
Other Public Board Directorships During Last Five Years
Current:	Former:
Arrow Electronics, Inc.	Westmoreland Coal Company
	Ixia
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
76,667(9)		US$3,522,849
Compliance with Share Ownership Guidelines(4)				Yes

12 - OPEN TEXT CORPORATION

Robert (Bob) Hau

Wisconsin, USA

Age: 54

Independent

2019 Votes For: (10)

Stephen J. Sadler

Ontario, Canada

Age: 69

Not Independent(12)

2019 Votes For: 96.89%

Robert (Bob) Hau is Chief Financial Officer and Treasurer at Fiserv, Inc., and provides oversight for all financial functions of the company. Hau has nearly 30 years of experience in business and financial leadership roles. Prior to joining Fiserv, he was Executive Vice President and Chief Financial Officer of TE Connectivity Ltd., a $12 billion global product technology company. At TE Connectivity, Hau was responsible for developing and implementing financial strategy, as well as creating the financial infrastructure necessary to drive the company's financial direction, vision and compliance initiatives. Previously, Hau served as Chief Financial Officer for Lennox International Inc. Hau also spent 22 years at Honeywell International Inc. in a variety of progressive financial and operations leadership roles, including serving as Chief Financial Officer of its Aerospace Business Group, Specialty Materials Business Group and Aerospace Electronic Systems Unit. Hau holds a master's degree in business administration from the USC Marshall School of Business and a bachelor's degree in business administration from Marquette University.

If elected, Mr. Hau is expected to be appointed to the Audit Committee following the Meeting.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings		Committee Meetings
N/A(10)	N/A(10)
Other Public Board Directorships During Last Five Years
Current:	Former:
Equity Ownership
Number of Common Shares/DSUs Owned(10)	Total Value of Common Shares/DSUs(2)
N/A			N/A
Compliance with Share Ownership Guidelines(11)

Mr. Sadler has served as a director of OpenText since September 1997. From April 2000 to present, Mr. Sadler has served as the Chairman and CEO of Enghouse Systems Limited, a publicly traded software company that provides enterprise software solutions focusing on remote work, contact centers, visual computing and communications for next generation software defined networks. Mr. Sadler was previously Chief Financial Officer, President and Chief Executive Officer of GEAC Computer Corporation Ltd. (GEAC). Prior to Mr. Sadler's involvement with GEAC, he held executive positions with Phillips Electronics Limited and Loblaws Companies Limited, and was Chairman of Helix Investments (Canada) Inc. Currently, Mr. Sadler is a director of Enghouse Systems Limited. Mr. Sadler has a Business and Security Valuation certificate from the Canadian Association of Business Valuators, holds a B.A. Sc. (Honours) in Industrial Engineering and an M.B.A. (Dean's List) from York University. He is also a Chartered Professional Accountant.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (September 1997)	7 of 7			N/A
Other Public Board Directorships During Last Five Years
Current:	Former:
Enghouse Systems Limited
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
227,312(13)		US$10,444,986
Compliance with Share Ownership Guidelines(4)				Yes

2020 MANAGEMENT PROXY CIRCULAR - 13

Harmit Singh

California, USA

Age: 57

Independent

2019 Votes For: 99.96%

Michael Slaunwhite

Ontario, Canada

Age: 59

Independent

2019 Votes For: 94.84%

Mr. Singh has served as a director of OpenText since September 2018. He is the Executive Vice President and Chief Financial Officer of Levi Strauss & Co., where he is responsible for managing the company's finance, information technology, strategic sourcing and global business services functions globally. This includes: financial planning and analysis; strategic planning and corporate development; accounting and controls; tax; enterprise risk management; treasury; internal audit; and investor relations. Mr. Singh is a seasoned financial executive with almost 30 years of experience in driving growth for global consumer brands. Prior to joining Levi Strauss & Co. in January 2013, Mr. Singh has served as Chief Financial Officer of Hyatt Hotels Corporation, where he played an instrumental role in successfully establishing a global financial structure, taking the company public, building a strong balance sheet, and driving growth by supporting capital deployment for acquisition and investments. Before Hyatt Hotels Corporation, Mr. Singh held various global leadership roles at Yum! Brands Inc., one of the world's largest restaurant companies, (including acting as Chief Financial Officer of Pizza Hut and Chief Financial Officer of Yum International). Early in his career, Mr. Singh also worked at American Express India and Pricewaterhouse in India. Mr. Singh holds a Bachelor of Commerce from Shri Ram College of Commerce, Delhi University, and is a Chartered Accountant from India. He is also a member of the CNBC Global CFO Council and Wall Street Journal CFO Network. In October 2016, Mr. Singh was named to the board of directors of Buffalo Wild Wings Inc., the owner, operator and franchisor of Buffalo Wings® restaurants, where he served as a director and Chair of the Audit Committee until February 2018.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (September 2018)	7 of 7
Audit				4 of 4
Other Public Board Directorships During Last Five Years
Current:	Former:
	Buffalo Wild Wings, Inc.
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
14,909(14)		US$685,069
Compliance with Share Ownership Guidelines(4)				Yes

Mr. Slaunwhite has served as a director of OpenText since March 1998. Mr. Slaunwhite also currently serves on the board of Vector Talent Holdings, L.P., the parent holding company of Saba Software, since 2017. Previously, Mr. Slaunwhite also served as Chairman of the board of Saba Software. Prior to his appointment at Vector Talent Holdings, Mr. Slaunwhite served as CEO and Chairman of Halogen Software Inc. from 2000 to August 2006, as President and Chairman from 1995 to 2000, and as a Director and Chairman from 1995 up to its acquisition by Vector Talent Holdings in 2017. From 1994 to 1995, Mr. Slaunwhite was an independent consultant to a number of companies, assisting them with strategic and financing plans. Mr. Slaunwhite was the Chief Financial Officer of Corel Corporation from 1988 to 1993. Mr. Slaunwhite holds a B.A. Commerce (Honours) from Carleton University.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (March 1998)	7 of 7
Compensation				5 of 5
Corporate Governance and Nominating				4 of 4
Other Public Board Directorships During Last Five Years
Current:	Former:
	SABA Software (Previously Halogen Software Inc.)
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
579,564(15)		US$26,630,966
Compliance with Share Ownership Guidelines(4)				Yes

14 - OPEN TEXT CORPORATION

Katharine B. Stevenson

Ontario, Canada

Age: 58

Independent

2019 Votes For: 96.88%

Ms. Stevenson has served as a director of OpenText since December of 2008. She is a corporate director who has served on a variety of public and Not-for-Profit boards in Canada and the United States. Ms. Stevenson is director of the Canadian Imperial Bank of Commerce (CIBC) where she chairs its Corporate Governance Committee. Ms. Stevenson is also a director of CIBC Bancorp USA Inc. and CIBC USA, and serves on the board of Capital Power Corporation (Audit Committee Chair). CIBC and Capital Power Corporation are publicly listed companies. She also serves on the St. Michael's Hospital Foundation Board. She was formerly a senior finance executive of Nortel Networks Corporation from 1995 to 2007. Previously, she held a variety of positions in investment and corporate banking at JP Morgan Chase & Co. Ms. Stevenson holds a B.A. (Magna Cum Laude) from Harvard University. She is certified with the professional designation ICD.D. granted by the Institute of Corporate Directors (ICD). Ms. Stevenson was named one of the 2018 Top 100 Most Powerful Women in Canada.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (December 2008)	7 of 7
Audit				4 of 4
Other Public Board Directorships During Last Five Years
Current:	Former:
Canadian Imperial Bank of Commerce	Bausch Health Companies Inc. (formerly, Valeant
Capital Power Corporation	Pharmaceuticals International, Inc.)
	CAE Inc.
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
144,444(16)		US$6,637,201
Compliance with Share Ownership Guidelines(4)				Yes

Deborah Weinstein

Ontario, Canada

Age: 60

Independent

2019 Votes For: 91.47%

Notes:

Ms. Weinstein has served as a director of OpenText since December 2009. Ms. Weinstein is a co-founder and partner of LaBarge Weinstein LLP, a business law firm based in Ottawa, Ontario, since 1997. Ms. Weinstein's legal practice specializes in corporate finance, securities law, mergers and acquisitions and business law representation of public and private companies, primarily in knowledge-based growth industries. Prior to founding LaBarge Weinstein LLP, Ms. Weinstein was a partner of the law firm Blake, Cassels & Graydon LLP, where she practiced from 1990 to 1997 in Ottawa, and in Toronto from 1985 to 1987. Ms. Weinstein also serves on a number of not-for- profit boards. Ms. Weinstein has been recognized by Martindale- Hubbell (U.S.) with the highest possible rating in both Legal Ability and Ethical Standards. As well LaBarge Weinstein has been recognized by Canadian Lawyer as one of the Top 10 Corporate Boutiques. Ms. Weinstein holds an LL.B. from Osgoode Hall Law School of York University.

	Fiscal 2020 Meeting Attendance
Year Joined Board and Committees	Board Meetings			Committee Meetings
Board (December 2009)	7 of 7
Compensation				5 of 5
Corporate Governance and Nominating				4 of 4
Other Public Board Directorships During Last Five Years
Current:	Former:
	Dynex Power Inc.
Equity Ownership
Number of Common Shares/DSUs Owned(1)	Total Value of Common Shares/DSUs(2)
126,564(17)		US$5,815,616
Compliance with Share Ownership Guidelines(4)				Yes

1. The number of Common Shares beneficially owned includes all (a) Common Shares as to which a person has sole or shared voting or investment power and (b) vested and unvested Deferred Share Units (DSUs) in the case of non-management directors. For details of DSUs, see "Executive Compensation-Director Compensation for Fiscal 2020" below.
2. The value of Common Shares/DSUs was calculated based on the closing price for the Company's Common Shares as traded on NASDAQ as of August 5, 2020 of US$45.95.
3. Comprised of 2,258,804 Common Shares and 116,896 DSUs.
4. Pursuant to the Company's Share Ownership Guidelines, (i) all non-management directors are encouraged to hold Common Shares and DSUs equal to three times their annual retainer subject to a five year "grace period" for newly appointed and elected directors, and (ii) our Chief Executive Officer and Chief Technology Officer is encouraged to hold Common Shares and Common Share equivalents equal to four times his

2020 MANAGEMENT PROXY CIRCULAR - 15

base salary. For purposes of determining compliance with our Share Ownership Guidelines, Common Shares are valued at the greater of their book value (i.e., purchase price) or the current market value. For further details on the Company's Share Ownership Guidelines, see "Other Information With Respect to Our Compensation Program-Share Ownership Guidelines".

1. Mr. Barrenechea is not considered independent by virtue of being our Vice Chair, Chief Executive Officer and Chief Technology Officer.
2. Comprised of 888,069 Common Shares and 120,520 RSUs, valued at $40,806,771 and $5,537,894, respectively. Mr. Barrenechea also holds 241,050 PSUs and 1,018,217 vested stock options of the Company which are granted from time to time in accordance with the Company's long- term incentive plans and for other performance, recognition of service and retention purposes.
3. Comprised of 206,000 Common Shares and 97,012 DSUs.
4. Comprised 13,594 DSUs.
5. Comprised of 10 Common Shares and 76,657 DSUs.
6. Mr. Hau is being proposed for election as a director of the Company for the first time at the Meeting.
7. Pursuant to our Share Ownership Guidelines, Mr. Hau has five years from September 2020 to achieve the equity ownership guidelines required by his position.
8. Mr. Sadler is not considered independent by virtue of receiving certain payments from us. See "Statement of Corporate Governance Practices- Board of Directors".
9. Comprised of 135,000 Common Shares and 92,312 DSUs.
10. Comprised of 14,909 DSUs.
11. Comprised of 468,200 Common Shares and 111,364 DSUs.
12. Comprised of 52,615 Common Shares and 91,829 DSUs.
13. Comprised of 20,000 Common Shares and 106,564 DSUs.

Involvement in Certain Legal Proceedings

Ms. Stevenson served as a director of Valeant Pharmaceuticals International, Inc. (Valeant), currently Bausch Health Companies Inc., from 2010 until her voluntary resignation in March 2016. During her tenure, Valeant was, and continues to be, the subject of certain putative securities class action claims in Canada and the United States. These claims allege, among other things, misrepresentations by Valeant in certain of its public disclosure documents. The parties to these class action claims reached settlement agreements which, assuming approval by the respective courts, will resolve and discharge, based on the terms of the settlements, all such class claims against Valeant and the other defendants in the actions without any admissions of liability and with all allegations of wrongdoing denied.

Mr. Sadler was a director of Frontline Technologies Inc. (formerly Belzberg Technologies Inc.) from October 1997 to April 2012. Subsequent to Mr. Sadler's resignation, Frontline Technologies Inc. filed an assignment into bankruptcy under applicable bankruptcy and insolvency laws of Canada.

2. Re-Appointment of Independent Auditors

KPMG LLP, Chartered Accountants, are the current auditors of the Company. At the Meeting, holders of the Common Shares will be requested to re-appoint KPMG LLP as the independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed.

During the Company's fiscal year beginning on July 1, 2019 and ended on June 30, 2020 (Fiscal 2020) and the Company's fiscal year beginning on July 1, 2018 and ended on June 30, 2019 (Fiscal 2019), the Company paid the following fees to KPMG LLP for audit services and non-audit services:

Audit Fees

Audit fees were $5.7 million for Fiscal 2020 and $4.7 million for Fiscal 2019. Such fees were for professional services rendered for (a) the annual audits of the Company's consolidated financial statements and the accompanying attestation report regarding the Company's internal control over financial reporting contained in the Company's Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions, and (d) services related to statutory audits, where applicable.

16 - OPEN TEXT CORPORATION

Audit-Related Fees

Audit-related fees were approximately $0.3 for Fiscal 2020 and $nil for Fiscal 2019.

Tax Fees

The total fees for tax services were approximately $0.05 million for Fiscal 2020 and $0.1 million for Fiscal 2019. These fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

All Other Fees

The total other fees were approximately nil for Fiscal 2020 and $0.04 million for Fiscal 2019. Other fees consist of fees for services other than the services reported in audit fees, audit-related fees and tax fees.

Audit Committee Pre-approval Policy and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services to be performed by our independent registered public accounting firm. This policy requires that we do not engage our independent registered public accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the service in advance or the engagement is entered into pursuant to one of the pre-approval procedures described below. The Audit Committee may and does pre-approve specified types of services, including permissible tax services, that we expect our independent registered public accounting firm to provide during the next 12 months.

The Board of Directors recommends a vote "for" the re-appointment of KPMG LLP as independent auditors for the Company until the next annual meeting of shareholders or until a successor is appointed. In the absence of a contrary instruction, the persons designated by management of the Company in the form of proxy intend to vote FOR the re-appointmentof KPMG LLP as auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed.

3. Shareholder Advisory Vote on Executive Compensation (Say-on-Pay Vote)

The Board has determined to continue to provide the Company's shareholders with an advisory vote on the Company's approach to executive compensation. At the Company's annual and special meeting of shareholders held on September 4, 2019, 92.72% of votes were cast in favour of the advisory resolution on the Company's approach to executive compensation. While this "Say-on-Pay" vote is non-binding, it gives shareholders an opportunity to provide important input to the Board. Shareholders will be asked at the Meeting to consider, and, if deemed advisable, adopt the following resolution (the Say-On-Pay Resolution):

"BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in the Company's Management Information Circular dated August 5, 2020."

Approval of the Say-On-Pay Resolution will require an affirmative vote of a majority of the votes cast by holders of Common Shares present or represented by proxy at the Meeting.

In the absence of a contrary instruction, the persons designated by management in the form of proxy intend to vote FOR the Say-On-Pay Resolution.

As this is an advisory vote, the results will not be binding upon the Board. However, the Board will take the results of the vote into account, as it deems appropriate, when considering future compensation policies, procedures and decisions. The Company will disclose the results of the shareholder advisory vote as part of its report of voting results for the Meeting.

2020 MANAGEMENT PROXY CIRCULAR - 17

4. Amendment to the 2004 Employee Stock Purchase Plan

At the Meeting, shareholders will be asked to consider and, if thought advisable, to approve, with or without amendment, a resolution (the Stock Purchase Plan Resolution) reserving an additional 4,000,000 Common Shares for issuance under the Company's 2004 Employee Stock Purchase Plan (the Stock Purchase Plan). The Stock Purchase Plan Resolution must be approved by a majority of the votes cast by holders of Common Shares present or represented by proxy at the Meeting. The text of the Stock Purchase Plan Resolution is attached as Schedule "B" hereto and the full text of the proposed amended Stock Purchase Plan is attached as Schedule "C".

The Stock Purchase Plan is intended to encourage share ownership by all eligible employees of the Company and its participating subsidiaries, so that they may participate in future growth of the Company by acquiring or increasing their interest in the Common Shares of the Company, and that their interests are further aligned with those of the shareholders of the Company. The Stock Purchase Plan is administered by the Compensation Committee of the Board (the Compensation Committee or the Committee). Eligible employees who are enrolled in the Stock Purchase Plan accumulate funds for the purchase of Common Shares through payroll deductions in an amount (expressed as a whole percentage) not less than one percent and not more than fifteen percent of such employees compensation, subject to maximum limits set out in the Stock Purchase Plan. Purchase periods during which payroll deductions will be accumulated under the Stock Purchase Plan shall consist of three month periods commencing on January 1, April 1, July 1 and October 1, and ending on March 31, June 30, September 30 and December 31 of each calendar year respectively, provided that the Compensation Committee may establish different purchase periods, from time to time, in advance of their commencement having a duration of three months to twenty-four months (each, a purchase period).

All individuals classified as employees on the payroll records of the Company and each participating subsidiary are eligible to participate in any one or more of the purchase periods under the Stock Purchase Plan, provided that as of the first business day of the applicable purchase period they are customarily employed by the Company or a participating subsidiary for more than twenty (20) hours a week, or any lesser number of hours per week established by the Committee (if required under applicable local law) for purposes of any separate offering (each, a participant). Individuals who are not classified as employees of the Company or a participating subsidiary for purposes of the Company's or applicable participating subsidiary's payroll system are not considered to be eligible employees of the Company or any participating subsidiary and shall not be eligible to participate in the Stock Purchase Plan.

Under the Stock Purchase Plan, participants may purchase Common Shares issued by the Company from treasury or have a trustee of a trust or an agent or broker designated by an administrator purchase Common Shares on the open market and transfer them to the participant.

In addition to the proposed amendment to increase the number of Common Shares reserved for issuance under the Stock Purchase Plan, the Board of Directors has approved certain other amendments of a housekeeping nature that are expected to become effective following the Meeting. These amendments are within the authority of the Board of Directors under the Stock Purchase Plan.

The proposed amendment of the Stock Purchase Plan has been adopted by the Board and conditionally approved by the Toronto Stock Exchange (TSX), subject to shareholder approval of the Stock Purchase Plan Resolution and satisfaction of its other usual conditions.

Under the Stock Purchase Plan the current fixed maximum number of Common Shares reserved for issuance is 4,000,000, representing 1.5% of the issued and outstanding Common Shares as at August 5, 2020. Since the inception of the Stock Purchase Plan, 3,995,015 Common Shares have been issued, representing 1.5% of the issued and outstanding Common Shares as at August 5, 2020. Accordingly, as of August 5, 2020, 4,985 Common Shares, representing less than 0.01% of the issued and outstanding Common Shares, remain available for issuance under the Stock Purchase Plan. If shareholders approve the Stock Purchase Plan Resolution, the fixed maximum number of Common Shares reserved for issuance under the Stock Purchase Plan will be increased to 8,000,000, representing 3% of the issued and outstanding Common Shares as at August 5, 2020, and the number of Common Shares remaining available for issuance under the Stock Purchase Plan will increase to 4,004,985, representing approximately 1.5% of the issued and outstanding Common Shares as at August 5, 2020.

18 - OPEN TEXT CORPORATION

The table below sets out the annual burn rate of the Stock Purchase Plan for the Company's fiscal years ended June 30 of each of 2020, 2019 and 2018.

	Fiscal 2020	Fiscal 2019	Fiscal 2018
Number of Common Shares issued from treasury under the Stock
Purchase Plan during the applicable fiscal year . . . . . . . . . . . . . . . . . . .	498,965	711,327	721,036
Weighted-average number of Common Shares outstanding - basic,
as of June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	271,817,404	269,908,370	266,085,269
Burn Rate (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	0.18%	0.26%	0.27%

1. Burn rate is expressed as the number of Common Shares issued from treasury under the Stock Purchase Plan during the applicable fiscal year divided by the weighted average number of Common Shares outstanding - basic, as of June 30 of the applicable fiscal year.

The Stock Purchase Plan includes an insider participation limit, which limits the maximum number of Common Shares issued to insiders within any one year period, or issuable to insiders at any time under the Stock Purchase Plan and all other security based compensation arrangements of the Company to 10% of the number of the then issued and outstanding Common Shares of the Company. Additionally, no participant in the Stock Purchase Plan may be granted an option that permits them to purchase (i) more than 100,000 Common Shares per purchase period, and/or (ii) a number of Commons Shares which, together with any other "employee stock purchase plan" (as defined under Section 423(b) of the U.S. Internal Revenue Code of 1986, as amended) of the Company and its parent and subsidiaries, would accrue at a rate that exceeds $25,000 of the fair market value of such shares (determined on the option grant date or dates) for each calendar year in which the option is outstanding at any time. In any event, no employee may be granted an option under the Stock Purchase Plan if such employee, immediately after the option was granted, would be treated as owning shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or of any parent or subsidiary.

An option granted under the Stock Purchase Plan or a participant's rights under the Stock Purchase Plan may not be pledged, assigned, encumbered or otherwise transferred for any reason, except by will or laws of descent and distribution, and are exercisable during the participant's lifetime only by the participant. Any attempt to pledge, assign, encumber or transfer an option or any rights hereunder will be deemed to be an election by the participant to withdraw from the Stock Purchase Plan. Whenever a participant ceases to be an eligible employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason before the purchase date for any purchase period, the option will automatically be terminated on the date that the participant ceases to be an eligible employee except in the case of involuntary termination, in which case the option will automatically be terminated on the date that notice of termination of employment is delivered to the eligible employee. In such event, the Company shall promptly refund the entire balance of the participant's payroll deduction account, without interest, to such participant or, in the case of such participant's death, to his or her designated beneficiary, as if such participant had withdrawn from the Stock Purchase Plan.

The purchase price of the Common Shares under the Stock Purchase Plan is 85 percent of the Average Market Price of the Common Shares on the purchase date, rounded up to the nearest cent. The term "Average Market Price" is defined in the Stock Purchase Plan as the weighted average trading price of the Common Shares on the trading day immediately preceding such day on the securities exchange or quotation system on which the greatest volume of trading of the Common Shares in that period has occurred.

The Compensation Committee or the Board may from time to time adopt amendments to the Stock Purchase Plan provided that, without the approval of the shareholders of the Company, no amendment may (i) increase the number of Common Shares that may be issued under the Stock Purchase Plan; (ii) provide for or increase the amount of any cash contribution that may be made by the Company to the purchase of Common Shares by any employee participating in the Stock Purchase Plan; (iii) increase the maximum percentage of base salary during any pay period or the maximum dollar amount in any one calendar year that any eligible participant may direct be contributed, pursuant to the Stock Purchase Plan, towards the purchase of Common Shares on his or her behalf through payroll deductions; (iv) increase the purchase price discount; (v) increase the limits on the total number of Common Shares that may be acquired by any one individual under the Stock Purchase Plan or any one insider of the Company and the insider's associates;

1. change the eligible participants in a manner that would have the potential for broadening or increasing the insider 2020 MANAGEMENT PROXY CIRCULAR - 19

participation in the Stock Purchase Plan; or (vii) increase the limit on the total number of Common Shares that may be acquired by insiders of the Company or acquired by insiders within a one-year period. Subject to the foregoing, the Compensation Committee or the Board has the discretion to make amendments to the Stock Purchase Plan that it considers appropriate without having to obtain shareholder approval. For example, such changes may include:

1. changing the class of eligible participants in a manner that would not have the potential for broadening or increasing the insider participation in the Stock Purchase Plan; (ii) changing the termination provisions of options granted under the Stock Purchase Plan, which changes shall not entail an extension beyond their original expiry date; and (iii) other minor changes of a "housekeeping nature".

The Board of Directors recommends that shareholders vote "for" the adoption of the Stock Purchase Plan Resolution set out in Schedule "B" approving the proposed amendment to the Company's Stock Purchase Plan. In the absence of a contrary instruction, the persons designated by management of the Company in the form of proxy intend to vote FOR the Stock Purchase Plan Resolution set out in Schedule "B", which resolution will be passed if approved by a majority of the votes cast at the Meeting.

5. Amendment to the Company's 2004 Stock Option Plan

Pursuant to the Company's 2004 Stock Option Plan, options to purchase Common Shares may be granted by the Board to full-time employees, consultants or directors of the Company. At the Meeting, the holders of Common Shares will be asked to consider, and if deemed advisable, to approve, with or without variation, a resolution reserving an additional 6,000,000 Common Shares for issuance under the Company's 2004 Stock Option Plan (the Option Resolution). The text of the Option Resolution is attached as Schedule "D" and the full text of the proposed amended 2004 Stock Option Plan is attached as Schedule "E".

The Company has proposed, subject to the approval of the TSX and approval of the holders of Common Shares, to increase the number of Common Shares reserved for issuance under the 2004 Stock Option Plan by 6,000,000 so that the maximum number of options that may be granted under the 2004 Stock Option Plan will increase from 33,200,000 to 39,200,000. The Company previously amended the 2004 Stock Option Plan at its annual and special meeting of shareholders on September 23, 2016 to, among other things, reserve for issuance an additional 4,000,000 Common Shares under the 2004 Stock Option Plan so that the maximum number of Common Shares that could be granted under the 2004 Stock Option Plan was increased to 33,200,000.

In addition to the proposed amendment to increase the number of Common Shares reserved for issuance under the 2004 Stock Option Plan, the Board of Directors has approved certain other amendments of a housekeeping nature that are expected to become effective following the Meeting. These amendments are within the authority of the Board of Directors under the 2004 Stock Option Plan.

The TSX has conditionally approved the proposed amendment of the 2004 Stock Option Plan, subject to approval of the Option Resolution by a majority of votes cast on the resolution at the Meeting and satisfaction of its other usual conditions. As a result, the holders of Common Shares will be asked at the Meeting to approve the Option Resolution.

The Board of Directors believes that the 2004 Stock Option Plan furthers the Company's ability to attract, motivate and retain key personnel given the competitive market for individuals with superior talent and experience in which the Company operates. The Company intends to continue using option awards as a component of the Company's long-term compensation strategy of (i) attracting and retaining highly qualified full-time employees and consultants, and (ii) aligning the interests of executive officers with those of shareholders and with the execution of the Company's business strategy. The Board of Directors believes that the 2004 Stock Option Plan is an important element of its compensation program for eligible employees, consultants and directors of the Company, and accordingly considers the proposed amendment to the 2004 Stock Option Plan to be in the Company's best interest.

The total number of Common Shares issuable in connection with outstanding, unexercised option grants under the 2004 Stock Option Plan as at August 5, 2020 is 6,625,906 and, if the TSX and shareholders approve the Option Resolution, options to acquire 12,625,906 Common Shares will be available to be granted under the 2004 Stock Option Plan, comprising options to acquire 6,625,906 Common Shares which are currently available to be granted and options to acquire 6,000,000 Common Shares represented by the proposed increase. The total number of Common Shares

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previously issued under the 2004 Stock Option Plan together with unexercised options and options available to be granted will be 12,625,906, representing 4.6% of the Company's total number of Common Shares as at August 5, 2020. Of the 7,364,408 outstanding unexercised options, options to purchase 2,524,467 Common Shares are fully vested, with 4,839,941 remaining unvested. The maximum number of Common Shares reserved for issuance to any one person upon the exercise of options or under any other share compensation arrangement is limited to 5% of the total number of Common Shares outstanding at the date of grant.

For further details on the terms of the 2004 Stock Option Plan, please see "Executive Compensation-StockOption Plans" and "Executive Compensation-EquityCompensation Plan Information" below.

The Board of Directors recommends a vote "for" the Option Resolution set out in Schedule "D" approving the proposed amendment to the Company's 2004 Stock Option Plan. In the absence of a contrary instruction, the persons designated by management of the Company in the form of proxy intend to vote FOR the Option Resolution set out in Schedule "D" approving the proposed amendment to the Company's 2004 Stock Option Plan, which resolution will be passed if approved by a majority of the votes cast at the Meeting.

6. Other Matters

The Company knows of no other matters to be submitted to the shareholders at the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the form of proxy to vote the Common Shares they represent in accordance with their judgment on such matters.

EXECUTIVE COMPENSATION

Stock Option Plans

2004 Stock Option Plan. On October 26, 2004, the Board of Directors adopted the Company's 2004 Stock Option Plan and on December 7, 2006, December 9, 2008, September 27, 2012 and September 23, 2016, shareholders approved certain amendments to the 2004 Stock Option Plan. The 2004 Stock Option Plan complies with the applicable rules of both the TSX and NASDAQ. Under the 2004 Stock Option Plan, options to purchase Common Shares may be granted to full-time employees, consultants or directors of the Company. The exercise price of any option to be granted under the 2004 Stock Option Plan is determined by the Board of Directors, but shall not be less than the closing price of the Common Shares on the day immediately preceding the date of grant on the quotation system or stock exchange which had the greatest volume of trading of Common Shares on the applicable trading day. There are currently 33,200,000 Common Shares reserved for issuance under the 2004 Stock Option Plan, of which 6,625,906 (2.4% of outstanding Common Shares) remain available for grant as of August 5, 2020. If the Option Plan Resolution is approved there will be 39,200,000 Common Shares reserved for issuance under the 2004 Stock Option Plan, of which 12,625,906 (4.6% of outstanding Common Shares) will be available for grant.

No options can be granted to any participant if: (a) the total number of Common Shares issuable to such participant under the 2004 Stock Option Plan, together with any Common Shares reserved for issuance to such participant under options for services or any other stock option plans, would exceed 5% of the then issued and outstanding Common Shares; (b) the aggregate number of Common Shares issuable to insiders at any time and issued to insiders within the one-year period prior to such time pursuant to options or other share compensation arrangements exceeds 10% of the then issued and outstanding Common Shares; or (c) the aggregate number of Common Shares issued or issuable to any one insider and such insider's associates, within a one-year period, pursuant to options or other share compensation arrangements exceeds 5% of the then issued and outstanding Common Shares. In addition, the 2004 Stock Option Plan prohibits the grant of options to any participant if the aggregate number of Common Shares reserved for issuance pursuant to all of the Company's share compensation arrangements to directors who are not employees or officers of the Company exceeds 0.49% of the issued and outstanding Common Shares. Finally, no options may be granted to any non-employee director if the aggregate Value (as defined below) of options granted under the 2004 Stock Option Plan to, or any other share compensation arrangements of the Company entered into with such non-employee director during any fiscal year of the Company would exceed $100,000.

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For the purposes of the 2004 Stock Option Plan, "Value" is defined to mean, on any date, the amount of the expense associated with the grant of an option or share compensation arrangement, as applicable, as determined in accordance with United States generally accepted accounting principles (as determined in accordance with the Black- Scholes option pricing model) and reflected in the financial statements of the Company.

The 2004 Stock Option Plan is administered by the Compensation Committee, which has the authority, subject to the terms of the 2004 Stock Option Plan, to make recommendations to the Board of Directors regarding the approval of the persons to whom options may be granted, the exercise price, the number of Common Shares subject to each option, the time or times at which all or a portion of each option may be exercised and certain other provisions relating to each option, including vesting provisions.

Under the 2004 Stock Option Plan, options vest over a four-year period unless otherwise specified by the Board of Directors at the time of grant.

Each option, unless terminated pursuant to the 2004 Stock Option Plan, will expire on a date to be designated by the Company at the time of the grant of the option; however, such date can be no later than the date that is seven years after the date on which the option was granted.

The 2004 Stock Option Plan provides for an extension for the exercise of options where there is a trading black-out imposed by the Company's insider trading policy (Insider Trading Policy). Pursuant to the Insider Trading Policy, directors and certain officers and employees of the Company are prohibited from trading in securities of the Company during a regularly scheduled period that commences at the close of business on the fifteenth day of the last month of the fiscal quarter and ends at the opening of the market on the second trading day on NASDAQ following the date on which a press release has been issued in respect of the Company's interim or annual financial results. The period during which directors and certain officers and employees of the Company are prohibited from trading under the Insider Trading Policy is referred to as a "trading black-out". In addition, the Insider Trading Policy provides for the imposition of exceptional trading black-outs on individuals with knowledge of pending material developments that have not been disclosed to the public. The 2004 Stock Option Plan permits any option granted under the 2004 Stock Option Plan that would expire within, or within the 10 business days that follow, a trading black-out to be exercised within 10 business days following such trading black-out.

If an option holder resigns or ceases to be an employee of the Company or ceases to be engaged by the Company, vested options held by such holder may be exercised prior to the earlier of the 90th day following such occurrence and the expiry of the period during which the options are otherwise exercisable. If an option holder ceases to be an employee or director of the Company or ceases to be engaged by the Company for cause or breach of duty, no options held by such holder may be exercised, and the option holder shall have no rights to any Common Shares in respect of such options following the date of notice of such cessation or termination, except in accordance with a written agreement with the Company.

In the event of the death of an option holder and the circumstances specified in the preceding paragraph have not occurred in relation to the option holder, any unexpired option held by such option holder at the time of his or her death will expire and terminate on the earlier of (i) the 180th day following the date of death, unless the Company receives a notice from the legal representatives of the deceased stating that they wish to exercise the option in respect of up to the number of Common Shares that the deceased could have exercised at the date of his or her death, in which case the option as it relates to such Common Shares will not expire and the Company will issue to the estate of the deceased that number of Common Shares as were specified in the notice of exercise, and (ii) the expiry of the period during which the option is exercisable, or such later date within one year following the date of death of the option holder as the Company may in its discretion designate. Options granted under the 2004 Stock Option Plan are not assignable or otherwise transferable.

The following types of amendments to the 2004 Stock Option Plan require shareholder approval: (i) any increase in the maximum number of Common Shares in respect of which options may be granted under the 2004 Stock Option Plan; (ii) any amendment that would reduce the option exercise price at which options may be granted below the minimum price currently provided for in the 2004 Stock Option Plan; (iii) any amendment that would increase the limits on the total number of Common Shares issuable to any one individual under the 2004 Stock Option Plan or to any one

22 - OPEN TEXT CORPORATION

insider of the Company and the insider's associates; (iv) any amendment that would increase the limits on the total number of Common Shares reserved for issuance pursuant to options granted to insiders of the Company or for issuance to insiders or non-management directors within a one-year period; (v) any amendment that would increase the maximum term of an option granted under the 2004 Stock Option Plan; (vi) any amendment that would extend the term of any outstanding option to a date beyond the latest exercise date currently stipulated in the 2004 Stock Option Plan; (vii) any amendment that would reduce the exercise price of an outstanding option (other than as may result from general anti-dilution adjustments provided for in the 2004 Stock Option Plan); (viii) any amendment that would allow an option to be cancelled and re-issued to the same person at a lower exercise price; (ix) any amendment that would permit assignments to persons not currently permitted under the 2004 Stock Option Plan; (x) any amendment that would expand the scope of those persons eligible to participate in the 2004 Stock Option Plan, including non-management directors; and (xi) any amendment to the provisions governing amendment of the 2004 Stock Option Plan.

Amendments to the 2004 Stock Option Plan or options that are not subject to shareholder approval may be implemented by the Company without shareholder approval, but are subject to any approval required by the rules of any stock exchange on which the Common Shares are listed and other requirements of applicable law.

The Company may, in its sole discretion, make loans or provide guarantees for loans by financial institutions to assist participants to purchase Common Shares upon the exercise of the options so granted. The practice of the Company is not to make any such loans or guarantees and there are no such loans or guarantees currently outstanding. The interest of any option holder under the 2004 Stock Option Plan or in any option is not transferable. In the event of, among other things, an amalgamation, arrangement or take-over bid affecting the Company, the Board of Directors of the Company will make an equitable adjustment to any options then outstanding and in the exercise price in respect of such options. In addition, in the event of a take-over bid, the Company may, in its sole discretion, give its consent to the exercise of any Options which are outstanding at the time that such take-over bid was made regardless of whether such Options have vested pursuant to the terms of the 2004 Stock Option Plan. In such case, holders of unexpired Options (whether vested or not) may conditionally exercise all or any portion of any such unexpired Options, and such conditional exercise shall be conditional upon: (i) the holder tendering the shares to be received upon such exercise into the take-over bid, and (ii) the completion of the take-over bid on or before the expiry of the take-over bid. In no event shall the holder of Options that have been conditionally exercised be entitled to sell the shares received upon such conditional exercise otherwise than pursuant to a take-over bid.

1998 Stock Option Plan. The terms of our 1998 Stock Option Plan are substantially identical to those of the 2004 Stock Option Plan outlined above except, in the 1998 Stock Option Plan, there are provisions permitting the grant of options for a term of up to 10 years and the grant of options is limited to employees and directors.

All option grants are made pursuant to the 2004 Stock Option Plan and the 1998 Stock Option Plan. See the chart under the heading "Equity Compensation Plan Information" below for information relating to the number of Common Shares available for issuance and other information concerning the option plans of the Company.

Summary of Outstanding Stock Options and Potential Issuances. As of August 5, 2020, options to purchase an aggregate of 7,364,408 (2.7% of outstanding Common Shares) Common Shares had been previously granted and are outstanding under the Company's stock option plans exercisable at prices ranging from $16.58 to $44.99. Of these, options to purchase 2,524,467 (0.9% of outstanding Common Shares) Common Shares were vested and the remaining options vest over the next 4 years.

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Equity Compensation Plan Information

Each of the numbers, the dilution of stock options and the stock option grant rate are provided in the table below as of June 30 of the applicable fiscal year. Both the 2004 Stock Option Plan and the 1998 Stock Option Plan have been approved by shareholders of the Company. The Company does not have any equity compensation plans that have not been approved by its shareholders.

	Fiscal 2020	Fiscal 2019	Fiscal 2018
Number of Common Shares to be issued upon exercise of outstanding
stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7,429,537	7,102,753	7,078,435
Weighted-average exercise price of outstanding stock options . . . . . . .	36.18	31.82	28.41
Number of Common Shares remaining available for future issuance
under equity compensation plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7,540,748	9,397,479	10,893,828
Number of options granted during the applicable fiscal year . . . . . . . . .	2,742,230	1,870,340	1,322,340
Weighted-average remaining life (in years) of outstanding stock
options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4.78	4.10	4.43
Number of Common Shares outstanding as of June 30 . . . . . . . . . . . . . .	271,863,354	269,834,442	267,651,084
Weighted-average number of Common Shares outstanding - basic,
as of June 30 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	271,817,404	269,908,370	266,085,269
Dilution rate (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5.51%	6.11%	6.71%
Grant rate (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1.01%	0.69%	0.49%
Burn Rate (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1.01%	0.69%	0.50%

1. Dilution is expressed as a percentage and calculated as (A) (i) the number of Common Shares to be issued upon exercise of outstanding stock options plus (ii) the number of Common Shares remaining available for future issuances under our equity compensation plans, divided by (B) the total number of Common Shares outstanding as of June 30 of the applicable fiscal year.
2. Grant rate is expressed as the number of options granted during the applicable fiscal year divided by the number of Common Shares outstanding as of June 30 of the applicable fiscal year.
3. Burn rate is expressed as the number of options granted during the applicable fiscal year divided by the weighted average number of Common Shares outstanding - basic, as of June 30 of the applicable fiscal year.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A). Based on this review and discussion, our Compensation Committee has recommended to the Board that the following CD&A be included in this Circular.

This report is provided by the following independent directors, who comprise our current Compensation Committee:

Michael Slaunwhite (Chair), Gail Hamilton, Deborah Weinstein.

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements of the following individuals for the fiscal year which ended on June 30, 2020 (Fiscal 2020), should be read together with the compensation tables and related disclosures set forth below: (i) our principal executive officer, (ii) our principal financial officer, and (iii) our three most highly compensated executive officers, other than our principal executive officer and principal financial officer (collectively, the Named Executive Officers). This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and projections regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the various planned programs summarized in this discussion.

24 - OPEN TEXT CORPORATION

Payments in Canadian dollars included herein, unless otherwise specified, are converted to U.S. dollars using an average annual exchange rate of 0.746217.

Overview of Compensation Program

Determining the compensation of our Named Executive Officers is the responsibility of the Compensation Committee of OpenText's board of directors (the Compensation Committee or the Committee), either alone or in certain circumstances, in consultation with the Board. The Compensation Committee ensures compensation decisions are in line with our goal to provide total compensation to our Named Executive Officers that (i) is fair, reasonable and consistent with our compensation philosophy to achieve our short-term and long-term business goals, and (ii) provides market competitive compensation. The Named Executive Officers who are the subject of this CD&A are:

• Mark J. Barrenechea-Vice Chair, Chief Executive Officer and Chief Technology Officer (CEO)
• Madhu Ranganathan-Executive Vice President and Chief Financial Officer (CFO)
• Craig Stilwell-Executive Vice President & General Manager SMB and Consumer
• Muhi Majzoub-Executive Vice President, Chief Product Officer
• Gordon A. Davies-Executive Vice President, Chief Legal Officer and Corporate Development

Compensation Oversight Process

Role of Compensation Committee

The Compensation Committee has responsibility for the oversight of executive compensation within the terms and conditions of our various compensation plans. The Compensation Committee approves the compensation of our executive officers, with the exception of our CEO. In making compensation decisions relating to, among other things, performance targets, base salary, bonuses, executive benefits, short-term incentives and long-term incentives, the Compensation Committee considers the input of the CEO. With respect to the compensation of our CEO, the Compensation Committee makes recommendations to the Board (excluding the CEO) for approval. The Compensation Committee reviews and approves all equity awards related to executive compensation prior to final approval and granting by the Board.

The Board, the Compensation Committee, and our management have instituted a set of detailed policies and procedures to evaluate the performance of each of our Named Executive Officers which help determine the amount of the short-term incentives and long-term incentives to award to each Named Executive Officer.

The Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax, accounting treatments and applicable regulatory requirements when approving compensation programs.

During Fiscal 2020, the Committee's work included the following:

• Executive Compensation Review-The Compensation Committee continually reviews compensation practices and policies with respect to our senior management team against similar-sized global technology companies, in order to allow us to place our compensation practices for these positions in a market context. This benchmarking may include a review of base salary, short-term incentives and long-term incentives.
• Long-TermIncentive Plan-The Compensation Committee reviewed semi-annual analysis provided by Mercer Canada Limited (Mercer) related to performance under all outstanding Performance Share Unit Programs (for details on the programs, refer to the section titled "Long Term Incentives").
• COVID-19Compensation Review-In order to mitigate the operational impacts of COVID-19, our Compensation Committee and Board approved the following compensation adjustments, relating to our Named Executive Officers and directors, effective for the period May 15, 2020 through June 30, 2021, subject to review and modification as the situation warrants:
• • 15% base salary reduction and forbearance of any annual variable cash compensation effective May 15, 2020 for the remainder of Fiscal 2020 and for all of Fiscal 2021, totaling an approximate 60% reduction in targeted cash compensation, for our CEO & CTO;

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• 15% base salary reduction and 15% reduction in target annual variable cash compensation for our other Named Executive Officers and members of the executive leadership team (ELT);
• 15% reduction in cash retainer compensation fees payable to the Board of Directors; and
• Suspension of employer paid contributions to retirement benefits in the United States and Canada for the remainder of Fiscal 2020 and Fiscal 2021.

Although the Compensation Committee has responsibility for decisions on executive compensation, it may consider input from management, analysis provided from the compensation consultant, as well as other factors that the Committee considers appropriate.

Compensation Consultant

NASDAQ standards require compensation committees to have certain responsibilities and authority regarding the retention, oversight and funding of committees' advisors and perform an evaluation of each advisor's independence, taking into consideration all factors relevant to that person's independence from management. NASDAQ standards also require that such rights and responsibilities be enumerated in the compensation committee's charter. While, as a foreign private issuer under the U.S. federal securities laws, we are exempt from these rules, nonetheless, our Compensation Committee has the sole authority to retain and terminate outside consultants. From time to time, the Compensation Committee seeks the advice of an outside compensation consultant to provide assistance and guidance on compensation issues. The compensation consultant may provide the Compensation Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices and may assist the Compensation Committee with respect to determining the appropriate benchmarks for each Named Executive Officer's compensation.

In Fiscal 2020, the Compensation Committee retained Hugessen Consulting Inc. (Hugessen), an independent consulting firm specializing in executive compensation consulting. During Fiscal 2020 representatives of Hugessen were consulted from time to time by members of the Compensation Committee. Hugessen reviewed relevant information and industry benchmarks and independently advised members of the Compensation Committee on matters relating to CEO and executive officer compensation. Hugessen did not provide any other services to the Company during Fiscal 2020, outside of its capacity as compensation consultants.

In Fiscal 2020, Compensation Committee also had various discussions with Frederic W. Cook & Co., Inc. (FW Cook), an independent consulting firm specializing in executive compensation consulting. During Fiscal 2020, the Chairman and members of the Compensation Committee held discussions from time to time with representatives of FW Cook in connection with compensation market practices in light of COVID-19, and potential impacts on Company's financial performance. FW Cook reviewed relevant information and industry benchmarks on matters relating to CEO and executive officer compensation, including compensation market practices adopted in light of COVID-19.

The Compensation Committee met five times during Fiscal 2020. Management assisted in the coordination and preparation of the meeting agenda and materials for each meeting. The agenda is reviewed and approved by the Chairman of the Compensation Committee. The meeting materials are generally posted and made available to the other Committee members and invitees, if any, for review approximately one week in advance of each meeting.

Compensation Philosophy and Objectives

We believe that compensation plays an important role in achieving short and long-term business objectives that ultimately drives business success in alignment with long-term shareholder value creation.

26 - OPEN TEXT CORPORATION

Our compensation philosophy is based on three fundamental principles:

• Strong link to business strategy-Ourshort and long-termgoals are reflected in our overall compensation program.
• Pay for performance-Weaim to reward sustained company performance by aligning a significant portion of total compensation to our financial results and strategic objectives. We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be at or above our peer group median when our financial performance exceeds our target performance and likewise, we structure total compensation to be below our peer group median if our financial performance falls below our targets.
• Market relevant-Our compensation program provides market competitive pay in terms of value and structure in order to retain talent who are performing according to their objectives and to attract new talent of the highest caliber. We aim to position our executive officers' compensation targets at the median in relation to our peer group, however, actual pay depends on performance of the executive officers and the Company.

The objectives of our compensation program are to:

• Attract and retain highly qualified executive officers who have a history of proven success.
• Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy by evaluating executive performance on the basis of key financial metrics which we believe closely correlate to long-termshareholder value.
• Motivate and reward our high caliber executive team through competitive pay practices and an appropriate mix of short and long-termincentives.
• Tie compensation awards directly to key financial metrics with evaluations based on achieving and overachieving predetermined objectives.

Our reward package is based primarily on results achieved by the Company as a whole. The Compensation Committee has the flexibility to exercise discretion to ensure total compensation appropriately reflects performance. The Compensation Committee rarely exercises said discretion.

Competitive Compensation

Aggregate compensation for each Named Executive Officer is designed to be market competitive. The Compensation Committee researches and refers to the compensation practices of similarly situated companies in determining our compensation policy. Although the Compensation Committee reviews each element of compensation for market competitiveness, and may weigh a particular element more heavily than another based on our Named Executive Officer's role within the Company, the focus remains on being competitive in the market with respect to total compensation.

The Compensation Committee periodically reviews data related to compensation levels and programs of a peer group of comparable organizations. Our last peer group analysis was prepared for management by Radford, an AON Hewitt Company (Radford), in February 2019 using the criteria described in the table below, and was presented to and approved by the Compensation Committee at that time. Our peer group consists of 19 companies that include 18 US-based companies and one Israel-based company. In Fiscal 2020, seven new companies were added to our peer group and four were removed.

2020 MANAGEMENT PROXY CIRCULAR - 27

General Description	Criteria Considered	Peer Group List

Global software and service providers that are similar in size, business complexity, and scope of operations to us.

Key metrics considered include revenue, market capitalization, number of employees, and net income.

Generally, organizations within our peer group are in a similar software/technology industry with similar revenues, market size and number of employees.

Akamai Technologies, Inc.

Amdocs Ltd.

Autodesk, Inc.

Avaya Inc.

Broadridge Financial Solutions, Inc.

Cadence Design Systems, Inc.

CDK Global LLC

Check Point Software Technologies Ltd.

Citrix Systems, Inc.

NetApp, Inc.

Nuance Communications, Inc.

Pitney Bowes Inc.

Palo Alto Networks, Inc.

Sabre Corporation

Symantec Corporation

SS&C Technologies, Inc.

Synopsys, Inc.

Teradata Corporation

Total System Services, Inc.

The following graph compares for each of the five fiscal years ended June 30, 2020, the yearly percentage change in the cumulative total shareholder return on our Common Shares with the average cumulative total return of the NASDAQ Composite Index, the S&P/TSX Composite Index (the Indices) and our peer group listed above. The graph illustrates the cumulative return on a $100 investment in our Common Shares made on June 30, 2015, as compared with the cumulative return on a $100 investment in the respective Indices and the average cumulative return on a $100 investment in our peer group made on the same day. Dividends declared on securities comprising the respective Indices and our peer group and declared on our Common Shares are assumed to be reinvested. The performance of our Common Shares as set out in the graph is based upon historical data and is not indicative of, nor intended to forecast, future performance of our Common Shares. The graph lines merely connect measurement dates and do not reflect fluctuations between those dates. Please also see "Performance Graph" included elsewhere in this Circular for more details.

	Comparison of CumulativeTotal Return
$250.00
$200.00
$150.00
$100.00
$50.00
$0.00
June 30, '15	June 30, '16	June 30, '17	June 30, '18	June 30, '19	June 30, '20
	OpenText	Peer Group Avg	NASDAQ Composite	S&P/TSX Composite

28 - OPEN TEXT CORPORATION

Taking into account the benchmarking review performed in February 2019, further efforts were made to align our Named Executive Officers' compensation packages more closely with our stated compensation objectives. Accordingly, Messrs. Barrenechea, Davies and Ms. Ranganathan received an adjustment to their respective long-term incentive compensation during Fiscal 2020.

Effective May 15, 2020, as a result of the COVID-19 compensation adjustments discussed above, all of our Named Executive Officers', with the exception of Mr. Barrenechea accepted a 15% base salary reduction and a 15% reduction in target annual variable cash compensation. Mr. Barrenechea accepted a 15% base salary reduction and forbearance of any annual variable cash compensation for the remainder of Fiscal 2020 and for all of Fiscal 2021, totaling an approximate 60% reduction in targeted cash compensation. These reductions will remain in effect through June 30, 2021, subject to review and modification as the situation warrants. Please also see "Special Fiscal 2020 Performance Bonus" below.

Aligning Officers' Interests with Shareholders' Interests

We believe that transparent, objective and easily verifiable corporate goals play an important role in creating and maintaining an effective compensation strategy for our Named Executive Officers. Our objective is to facilitate an increase in shareholder value, over the longer term, through the achievement of these corporate goals under the leadership of our Named Executive Officers working in conjunction with all of our valued employees.

We use a combination of fixed and variable compensation to motivate our executive officers to achieve our corporate goals. For Fiscal 2020, the basic components of our executive officer compensation program were:

• Fixed pay;
• Short-termincentives; and
• Long-termincentives.

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation "at risk". Compensation that is "at risk" means compensation that may or may not be paid to an executive officer depending on whether the Company and such executive officer is able to meet or exceed applicable performance targets. Short-term incentives and long-term incentives meet this definition of compensation which is at risk, and long-term incentives are an additional incentive used to promote the creation of longer-term shareholder value. In general, the greater the executive officer's influence upon our financial or operational results, the higher is the "at risk" portion of the executive officer's compensation.

The Compensation Committee annually considers the percentage of each Named Executive Officer's total compensation that is "at risk" depending on the Named Executive Officer's responsibilities and objectives.

The chart below provides the approximate percentage of target total compensation provided to each Named Executive Officer that was either fixed pay or "at risk" for Fiscal 2020:

	Before COVID-19 Compensation Adjustments	After COVID-19 Compensation Adjustments
		Short-Term	Long-		Short-Term	Long-
		Incentive	Term Incentive		Incentive	Term Incentive
	Fixed Pay	Percentage	Percentage	Fixed Pay	Percentage	Percentage
	Percentage	(at 100% target) (at 100% target)	Percentage	(at 100% target) (at 100% target)
Named Executive Officer	("Not At Risk")	("At Risk")	("At Risk")	("Not At Risk")	("At Risk")	("At Risk")
Mark J. Barrenechea . . . . . . . . . . . . . . . .	10%	15%	75%		10%	14%	76%
Madhu Ranganathan . . . . . . . . . . . . . . . .	24%	24%	52%		23%	24%	53%
Craig Stilwell . . . . . . . . . . . . . . . . . . . . . . .	24%	25%	51%		24%	24%	52%
Muhi Majzoub . . . . . . . . . . . . . . . . . . . . . .	22%	22%	56%		21%	22%	57%
Gordon A. Davies . . . . . . . . . . . . . . . . . . .	20%	21%	59%		20%	20%	60%

2020 MANAGEMENT PROXY CIRCULAR - 29

Fixed Pay

Fixed pay includes:

• Base salary;
• Perquisites; and
• Other benefits.

Base Salary

The base salary review for each Named Executive Officer takes into consideration factors such as current competitive market conditions and particular skills (such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance) of the particular individual. The Compensation Committee obtains information regarding competitive market conditions through the assistance of management and our compensation consultants.

The performance of each of our Named Executive Officers, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other Named Executive Officers. The performance of our CEO is assessed by the Board (excluding the CEO). The Board conducts the initial discussions and makes the initial decisions with respect to the performance of our CEO in a special session from which management is absent.

For details on our benchmarking process, see "Competitive Compensation" above.

Perquisites

Our Named Executive Officers receive a minimal amount of non-cash compensation in the form of executive perquisites. In order to remain competitive in the market place, our Named Executive Officers are entitled to some limited benefits that are not otherwise available to all of our employees, including:

• An annual executive medical physical examination;
• A base allowance to cover expenses such as financial planning, tax preparation or club memberships.

Other Benefits

We provide various employee benefit programs on the same terms to all employees, including our Named Executive Officers, such as, but not limited to:

• Medical health insurance;
• Dental insurance;
• Life insurance; and
• Tax based retirement savings plans matching contributions.

Short-Term Incentives

In Fiscal 2020, all of our Named Executive Officers participated in our short-term incentive plan, which is designed to motivate achievement of our short-term corporate goals. These short-term corporate goals are typically derived from our annual business plan which is prepared by management and approved by the Board. Awards made under the short-term incentive plan are made by way of cash payments only.

The amount of the short-term incentive payable to each Named Executive Officer, in general, is based on the ability of each Named Executive Officer to meet pre-established, qualitative and quantitative corporate objectives related to improving shareholder and company value, as applicable, which are reviewed and approved by the Compensation Committee and the Board. For all Named Executive Officers these objectives consist of worldwide revenues and worldwide adjusted operating income with the exception of Mr. Stilwell. Due to his responsibilities relating to sales, Mr. Stilwell's objectives consist of SMB and Consumer (SMBC) revenues and SMBC adjusted EBITDA.

30 - OPEN TEXT CORPORATION

Worldwide revenues are derived from the "Total Revenues" line of our audited income statement with certain adjustments relating to the aging of accounts receivable. Worldwide revenues are an important variable that helps us to assess our Named Executive Officers' performance in helping us to grow and manage our business.

Worldwide adjusted operating income, which is intended to reflect the operational effectiveness of our leadership, is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense. Worldwide adjusted operating income is also adjusted to remove the impact of foreign exchange.

SMBC revenue is the total revenue earned through Mr. Stilwell's SMBC team, which has been recognized in the "Total Revenues" line of our audited income statement.

SMBC adjusted EBITDA is the total adjusted earnings before interest, taxes, depreciation and amortization, derived from Mr. Stilwell's SMBC team.

For Fiscal 2020, the following table illustrates the total short-term target awards for each Named Executive Officer, along with the associated weighting of the related performance measures.

				Worldwide
				Adjusted		SMBC
	Total Target	Worldwide	Operating	SMBC	Adjusted
Named Executive Officer		Award (1)	Revenues	Income	Revenues	EBITDA
Mark J. Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	1,245,902	50%	50%	N/A	N/A
Madhu Ranganathan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	490,574	50%	50%	N/A	N/A
Craig Stilwell(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	192,500	N/A	N/A	70%	30%
Muhi Majzoub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	416,988	50%	50%	N/A	N/A
Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	377,056	50%	50%	N/A	N/A

1. Target amounts have been adjusted to reflect the COVID-19 compensation adjustments discussed above, which became effective May 15, 2020.
2. Target amount was prorated based on the number of months Mr. Stilwell was employed with us during Fiscal 2020.

For the short-term incentive award amounts that would be earned at each of threshold, target and maximum levels of performance, for applicable objectives, see "Grants of Plan-Based Awards for Fiscal 2020" below.

For each performance measure noted above, the Compensation Committee approves the total target award eligible to be earned by a Named Executive Officer, and the Board applies a threshold and target level of performance. Where applicable, the Board also applies an objective formula for determining the percentage payout under awards for levels of performance above and below threshold and target. To the extent target performance is exceeded, the award will be proportionately greater. The threshold and target levels and payout formula are set forth below as well as actual performance and payout percentages achieved in Fiscal 2020. The Board and the Compensation Committee have broad discretion to make positive or negative adjustments if it considers them to be reasonably appropriate. No discretionary adjustments were made for Fiscal 2020 awards. Effective August 5, 2020, a policy addendum was adopted to our short-term and long-term compensation plans that outlines the principles under which the broad discretion may, from time to time, be applied in order to avoid unintended windfalls or penalties for plan participants. Events that might warrant such discretionary adjustments include, but are not limited to, terrorism, political unrest, war, pandemics and natural disasters.

							% Target	% of Payment
					Fiscal 2020	Actually	per Fiscal 2020
Objectives (in millions)	Threshold Target	Target	Actual (1)	Achieved	Payout Table
Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	2,881	$	3,201	$	3,122	98%	85%
Worldwide Adjusted Operating Income . . . . . . . . . . . . . .	$	935	$	1,039	$	1,062	102%	200%
SMBC Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	241	$	268	$	265	99%	85%
SMBC Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	82	$	91	$	101	111%	200%

(1) Adjusted to remove the impact of foreign exchange and, in some cases, reflect certain adjustments relating to the aging of accounts receivable.

2020 MANAGEMENT PROXY CIRCULAR - 31

The table below illustrates the percentage of the target awards paid to our Named Executives Officers, with the exception of Mr. Stilwell, in accordance with our actual results achieved during Fiscal 2020.

Worldwide Revenues and Worldwide Adjusted Operating Income-Attainment and Corresponding Payment

% Attainment	% Payment		% Attainment	% Payment
. . . . . . . . . . . . .0-89% . . . . . . . . . . . . . . . . . . . . . . . . . . .	-%		100.0% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100%
. . . . . . . . . . . . .90-91% . . . . . . . . . . . . . . . . . . . . . . . . . .	15%		100.5% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	125%
. . . . . . . . . . . . .92-93% . . . . . . . . . . . . . . . . . . . . . . . . . .	40%		101.0% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	150%
. . . . . . . . . . . . .94-95% . . . . . . . . . . . . . . . . . . . . . . . . . .	55%		101.5% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	175%
. . . . . . . . . . . . .96-97% . . . . . . . . . . . . . . . . . . . . . . . . . .	70%		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102% and above	200% cap
. . . . . . . . . . . . .98-99% . . . . . . . . . . . . . . . . . . . . . . . . . .	85%
Formula:			Example:
Actual / Budget = % of Attainment			Attainment of 101.0% results in a payment of 150%
Linear x25 for every 0.5% over 100%

In Fiscal 2020, we achieved 98% of our worldwide revenue target and 102% of our worldwide adjusted operating income target. The "Worldwide Revenues and Worldwide Adjusted Operating Income Calculations" table above illustrates under the "% Attainment" column that an achievement of 98% of target for the worldwide revenue performance criteria results in an award payment of 85% of the target award amount and an achievement of 102% of target for the worldwide adjusted operating income performance criterion results in an award payment of 200% of the target award amount.

The tables below illustrates the percentage of the target awards paid to Mr. Stilwell, as a result of more direct responsibilities relating to SMBC sales, in accordance with our actual results achieved during Fiscal 2020.

SMBC Revenues-Attainment and Corresponding Payment

% Attainment	% Payment		% Attainment	% Payment
. . . . . . . . . . . . .0-89% . . . . . . . . . . . . . . . . . . . . . . . . . . .	-%		100% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100%
. . . . . . . . . . . . .90-91% . . . . . . . . . . . . . . . . . . . . . . . . . .	15%		101% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	120%
. . . . . . . . . . . . .92-93% . . . . . . . . . . . . . . . . . . . . . . . . . .	40%		102% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	140%
. . . . . . . . . . . . .94-95% . . . . . . . . . . . . . . . . . . . . . . . . . .	55%		103% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	160%
. . . . . . . . . . . . .96-97% . . . . . . . . . . . . . . . . . . . . . . . . . .	70%		104% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	180%
. . . . . . . . . . . . .98-99% . . . . . . . . . . . . . . . . . . . . . . . . . .	85%		105% and above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	200% cap
Formula:			Example:
Actual / Budget = % of Attainment			Attainment of 101% results in a payment of 120%
Linear x20 for every 1.0% over 100%
SMBC Adjusted EBITDA-Attainment and Corresponding Payment
% Attainment	% Payment		% Attainment	% Payment
. . . . . . . . . . . . .0-89% . . . . . . . . . . . . . . . . . . . . . . . . . . .	-%		103% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	130%
. . . . . . . . . . . . .90-91% . . . . . . . . . . . . . . . . . . . . . . . . . .	15%		104% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	140%
. . . . . . . . . . . . .92-93% . . . . . . . . . . . . . . . . . . . . . . . . . .	40%		105% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	150%
. . . . . . . . . . . . .94-95% . . . . . . . . . . . . . . . . . . . . . . . . . .	55%		106% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	160%
. . . . . . . . . . . . .96-97% . . . . . . . . . . . . . . . . . . . . . . . . . .	70%		107% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	170%
. . . . . . . . . . . . .98-99% . . . . . . . . . . . . . . . . . . . . . . . . . .	85%		108% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	180%
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100%	100%		109% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	190%
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101%	110%		110% and above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	200% cap
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102%	120%
Formula:			Example:
Actual / Budget = % of Attainment			Attainment of 101% results in a payment of 110%
Linear x10 for every 1.0% over 100%

In Fiscal 2020, Mr. Stilwell achieved 99% of his SMBC revenue target and 111% of his SMBC adjusted EBITDA target. The "SMBC Revenue Calculation" and "SMBC Adjusted EBITDA Calculation" tables above illustrates under the "% Attainment" column that an achievement of 99% of target for the SMBC revenue performance criteria results in an

32 - OPEN TEXT CORPORATION

award payment of 85% of the target award amount and an achievement of 111% of target for the SMBC adjusted EBITDA performance criterion results in an award payment of 200% of the target award amount.

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2020 was determined in accordance with the formulas described above. We have set forth below for each Named Executive Officer the award amount actually paid for Fiscal 2020, and the percentage of target award amount represented by the actual award paid broken out by performance measure as follows:

Mark J. Barrenechea

									Actual	Actual
	Payable at	Payable at		Payable	Payable
Performance Measure:		Target	Threshold		($)		(% of Target)
Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	622,951	$	93,443	$	529,508	85%
Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . .	$	622,951		$	93,443	$	1,245,902	200%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	1,245,902	$	186,886	$	1,775,410	143%

Madhu Ranganathan

							Actual	Actual
	Payable at	Payable at	Payable	Payable
Performance Measure:		Target	Threshold	($)		(% of Target)
Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$245,287		$36,793	$208,494	85%
Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . .	$245,287		$36,793	$490,574	200%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$490,574		$73,586	$699,068	143%

Craig Stilwell

									Actual	Actual
	Payable at	Payable at	Payable	Payable
Performance Measure:			Target	Threshold	($)		(% of Target)
SMBC Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	134,750	$	20,213	$114,538	85%
SMBC Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	57,750		$	8,663	$115,500	200%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	192,500	$	28,876	$230,038	120%

The target amount and resulting amount payable was prorated based on the number of months Mr. Stilwell was employed with the Company during Fiscal 2020.

Muhi Majzoub

							Actual	Actual
	Payable at	Payable at	Payable	Payable
Performance Measure:		Target	Threshold	($)		(% of Target)
Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$208,494		$31,274	$177,220	85%
Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . .	$208,494		$31,274	$416,988	200%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$416,988		$62,548	$594,208	143%

2020 MANAGEMENT PROXY CIRCULAR - 33

Gordon A. Davies

							Actual	Actual
	Payable at	Payable at	Payable	Payable
Performance Measure:		Target	Threshold	($)		(% of Target)
Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$188,528		$28,279	$160,249	85%
Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . .	$188,528		$28,279	$377,057	200%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$377,056		$56,558	$537,306	143%

Special Fiscal 2020 Performance Bonus

Despite the impact of COVID-19, we were able to deliver strong financial results for Fiscal 2020, including our fourth fiscal quarter, as a result of the hard work and commitment of our employees. In recognition of their contributions, following the end of Fiscal 2020, the Compensation Committee decided to grant a special performance bonus to those employees whose pay had been cut as a result of the COVID-19 compensation adjustments described above. Employees, including our Named Executive Officers, will receive an amount equal to the reductions in their Fiscal 2020 salary and annual incentive payout made pursuant to such compensation adjustments. The special performance bonus will be paid in September 2020. However, as it relates to performance in Fiscal 2020, the bonus received by each of the Named Executive Officers is included in the Bonus column of the Summary Compensation Table below. The special performance bonuses were determined to be made in respect of Fiscal 2020 only and the COVID-19 compensation adjustments will remain in place throughout Fiscal 2021, subject to review and modification as the situation warrants.

Long-Term Incentives

As with many North American technology companies, we have a general practice of granting variable long-term incentives to executive officers, including our Named Executive Officers. Our long-term incentives represent a significant proportion of our Named Executive Officers' total compensation, and its purpose is two-fold: (i) as a component of a competitive compensation package; and (ii) to align the interests of our Named Executive Officers with the interests of our shareholders. Grants are consistent with competitive market practice, and vesting occurs over time, to ensure alignment with our performance over the longer term. Usually a very high percentage of the long-term incentive is "at risk" indicating we will not provide any compensation to the executive unless shareholders have received a positive return.

Long-Term Incentive Plans (LTIP)-General

We incentivize our executive officers, including our Named Executive Officers, in part, with long-term compensation pursuant to our LTIP. For each LTIP grant, a target value is established by the Compensation Committee for each Named Executive Officer, except for the CEO, whose target value is established by the Board, based on competitive market practice and by the respective Named Executive Officer's ability to influence financial or operational performance.

The performance targets and the weightings of performance targets under each LTIP are first recommended by the Compensation Committee and then approved by the Board. Grants are generally made annually and are comprised of the components outlined in the table below. No dividends are paid or accrued on PSUs or RSUs.

34 - OPEN TEXT CORPORATION

	% of Total
Vehicle	LTIP	Description	Vesting	Payout
Performance	50% of LTIP	The value of each PSU is equivalent to one	Cliff vesting in	Once vested, units will
Share Units	target award	Common Share. The number of PSUs granted	the third year	be settled in either
(PSU)	value	is determined by converting the dollar value	following the	Common Shares or cash,
		of the target award to PSUs, based on an	determination by	at the discretion of the
		average share price determined at time of	the Board that	Board. We expect to
		Board grant. The number of PSUs to vest will	the performance	settle these awards in
		be based on the Company's total shareholder	criteria have	Common Shares.
		return (TSR) at the end of a three year period	been met.
		as compared to the TSR of companies
		comprising the constituents of the S&P
		MidCap400 Software and Services Index.
Restricted	25% of LTIP	The value of each RSU is equivalent to one	Cliff vesting,	Once vested, units will
Share Units	target award	Common Share. The number of RSUs granted	generally three	be settled in either
(RSU)	value	is determined by converting the dollar value	years after grant	Common Shares or cash,
		of the target award to RSUs, based on an	date.	at the discretion of the
		average share price determined at time of		Board. We expect to
		Board grant.		settle these awards in
				Common Shares.
Stock	25% of LTIP	The dollar value of the target award is	Vesting is	Once vested,
Options	target award	converted to a number of options using a	typically 25% on	participants may
	value	Black Scholes model. The exercise price is	each of the	exercise options for
		equal to the closing price of our Common	first four	Common Shares.
		Shares on the trading day preceding the date	anniversaries of
		of grant.	grant date.
			Options expire
			seven years after
			the grant date.

Payouts under LTIP grants:

• May also be subject to certain limitations in the event of early termination of employment or change in control of the Company; and
• Are subject to mandatory repayment or "claw-back" in the event of fraud, willful misconduct or gross negligence by any executive officer, including a Named Executive Officer, affecting the financial performance or financial statements of the Company or the price of our Common Shares.

Fiscal 2022 LTIP

Grants made in Fiscal 2020 under the Fiscal 2022 LTIP took effect on August 5, 2019 with the goal of measuring performance over the three year period starting July 1, 2019. The table below illustrates the target value of each element under the Fiscal 2022 LTIP for each Named Executive Officer.

	Performance	Restricted		Stock
Named Executive Officer	Share Units	Share Units		Options		Total
Mark J. Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	3,500,000	$	1,750,000	$	1,750,000	$	7,000,000
Madhu Ranganathan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	550,000	$	275,000	$	275,000	$	1,100,000
Craig Stilwell(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	416,667	$	208,333	$	208,333	$	833,333
Muhi Majzoub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	550,000	$	275,000	$	275,000	$	1,100,000
Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	550,000	$	275,000	$	275,000	$	1,100,000

(1) The target amount was prorated based on the number of months Mr. Stilwell was employed with us during Fiscal 2020

2020 MANAGEMENT PROXY CIRCULAR - 35

Awards granted in Fiscal 2020 under the Fiscal 2022 LTIP were in addition to the awards granted in Fiscal 2019, Fiscal 2018, and prior years. For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the appropriate year.

Fiscal 2022 LTIP-PSUs

With respect to our PSUs, we use relative TSR to benchmark the Company's performance against the performance of the corporations comprising the constituents of the S&P Mid Cap 400 Software & Services Index (the Index). The Index is comprised of 400 U.S. public companies with unadjusted market capitalization of $1.8 billion to $13.6 billion and is a useful measure of the performance of mid-sized companies. Relative TSR is the sole measure for each Named Executive Officer's performance over the relevant three year period for the Fiscal 2022 LTIP with respect to PSUs.

	Then the percentage of the
	PSU target award that
If the Company's relative cumulative TSR, compared to the cumulative TSR of the Index is:	will be paid out will be:
Below 25th percentile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	-%
25th percentile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50%
50th percentile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100%
80th percentile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	200%

Any target percentile achieved between 25th and 80th percentile will be interpolated to determine a payout that can range from 50% to 200% of the target award.

The amounts that may be realized for PSU awards under the Fiscal 2022 LTIP are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2020, and applied to the number of PSUs to be issued to the Named Executive Officers based on the levels of achievement disclosed above.

Fiscal 2022 LTIP PSUs

	50% Payout	100% Payout	200% Payout
Named Executive Officer	at June 30, 2022	at June 30, 2022	at June 30, 2022
Mark J. Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	1,761,646	$	3,523,291	$	7,046,582
Madhu Ranganathan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	276,757	$	553,514	$	1,107,028
Craig Stilwell(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	191,160	$	382,320	$	764,640
Muhi Majzoub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	276,757	$	553,514	$	1,107,028
Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$	276,757	$	553,514	$	1,107,028

1. Grants made to Mr. Stilwell under the LTIP 2022 plan were prorated based on the number of months Mr. Stilwell was employed with the Company during Fiscal 2020.

Fiscal 2022 LTIP-RSUs

RSUs vest over three years and do not have any specific performance-based vesting criteria. Provided the eligible employee remains employed throughout the vesting period, all RSUs granted shall become vested RSUs at the end of the Fiscal 2022 LTIP period.

The amounts that may be realized for RSU awards under the Fiscal 2022 LTIP are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2020, and applied to the number of equivalent RSUs to be issued to the Named Executive Officers.

	Fiscal 2022 LTIP RSUs
	Value upon Payout at
Named Executive Officer	June 30, 2022
Mark J. Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$	1,761,646
Madhu Ranganathan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$	276,970
Craig Stilwell(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$	191,160
Muhi Majzoub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$	276,970
Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$	276,970

1. Grants made to Mr. Stilwell under the LTIP 2022 plan were prorated based on the number of months Mr. Stilwell was employed with the Company during Fiscal 2020.

36 - OPEN TEXT CORPORATION

Fiscal 2022 LTIP-Stock Options

The stock options granted in connection with the Fiscal 2022 LTIP vest over four years, do not have any specific performance-based vesting criteria and, if not exercised, expire after seven years. Our Named Executive Officers will only realize value on these stock options with future OpenText share price appreciation from the date of grant. For a discussion of the assumptions used in the valuation of stock options, see note 13 "Share Capital, Option Plans and Share-based Payments" to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

Other Long-Term Equity Grants

In addition to grants made in connection with our LTIP program, from time to time, we may grant stock options and/or RSUs to new strategic hires and to our employees in recognition of their service, such as for promotions, retention, or other reasons. In Fiscal 2020, we granted stock options and RSUs to one of our Named Executive Officers, namely, Mr. Stilwell in connection with the commencement of his employment. Details of these grants are contained in the table below under "Grants of Plan Based Awards". Our RSUs and stock options vest over a specified contract date, typically over three and four years, respectively, and do not have any specific performance criteria. With respect to stock option grants, the Board will determine the following, based upon the recommendation of the Compensation Committee: the executive officers entitled to participate in our stock option plan, the number of options to be granted, and any other material terms and conditions of the stock option grant.

All stock option grants, whether part of the LTIP or granted separately for new hires, promotions, retention or other reasons, are governed by our stock option plans. In addition, grants and exercises of stock options are subject to our Insider Trading Policy. For details of our Insider Trading Policy, see "Other Information With Respect to Our Compensation Program-Insider Trading Policy" below.

For details on the determination of targeted awards and our benchmarking process, see "Compensation Objective-Competitive Compensation" above.

Executive Change in Control and Severance Benefits

Our severance benefit agreements are designed to provide reasonable compensation to departing senior executive officers under certain circumstances. While we do not believe that the severance benefits would be a determinative factor in a senior executive's decision to join or remain with the Company, the absence of such benefits, we believe, would present a distinct competitive disadvantage in the market for talented executive officers. Furthermore, we believe that it is important to set forth the benefits payable in triggering circumstances in advance in an attempt to avoid future disputes or litigation.

The severance benefits we offer to our senior executive officers are competitive with similarly situated individuals and companies. We have structured our senior executive officers' change in control benefits as "double trigger" benefits, meaning that the benefits are only paid in the event of, first, a change in control transaction, and second, the loss of employment within one year after the transaction. These benefits attempt to provide an incentive to our senior executive officers to remain employed with the Company in the event of such a transaction.

Other Information With Respect to Our Compensation Program

Pension Plans

We do not provide pension benefits or any non-qualified deferred compensation to any of our Named Executive Officers.

Share Ownership Guidelines

We currently have equity ownership guidelines (Share Ownership Guidelines), the objective of which is to encourage our senior management, including our Named Executive Officers, and our directors to buy and hold Common Shares in the Company based upon an investment target. We believe that the Share Ownership Guidelines help align the financial interests of our senior management team and directors with the financial interests of our shareholders.

2020 MANAGEMENT PROXY CIRCULAR - 37

The equity ownership levels are as follows:
CEO	4x base salary
Other senior management	1x base salary
Non-management director	3x annual retainer

For purposes of the Share Ownership Guidelines, individuals are deemed to hold all securities over which he or she is the registered or beneficial owner thereof under the rules of Section 13(d) of the Exchange Act through any contract, arrangement, understanding, relationship or otherwise in which such person has or shares:

• voting power which includes the power to vote, or to direct the voting of, such security; and/or
• investment power which includes the power to dispose, or to direct the disposition of, such security.

Also, Common Shares will be valued at the greater of their book value (i.e., purchase price) or the current market value. On an annual basis, the Compensation Committee reviews the recommended ownership levels under the Share Ownership Guidelines and the compliance by our executive officers and directors with the Share Ownership Guidelines.

The Board implemented the Share Ownership Guidelines in October 2009 and recommends that equity ownership levels be achieved within five years of becoming a member of the executive leadership team, including Named Executive Officers. The Board also recommends that the executive leadership team retain their ownership levels for so long as they remain members of the executive leadership team.

Named Executive Officers

Named Executive Officers may achieve these Share Ownership Guidelines through the exercise of stock option awards, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares. Until the Share Ownership Guidelines are met, it is recommended that a Named Executive Officer retain a portion of any stock option exercise or LTIP award in Common Shares to contribute to the achievement of the Share Ownership Guidelines. Common Shares issuable pursuant to the unexercised options shall not be counted towards meeting the equity ownership target.

As of the date of this Annual Report on Form 10-K, all Named Executive Officers comply with the Share Ownership Guidelines for Fiscal 2020, as they have either met the share ownership guidelines or, in the case of Ms. Ranganathan and Mr. Stilwell, have five years from becoming subject to these guidelines to achieve the equity ownership guidelines required by their position, which in the case of Ms. Ranganathan is 2023 and Mr Stilwell is 2025.

Directors

With respect to non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines. The Company currently has a Directors' Deferred Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of his or her retainer and/or fees in the form of common stock equivalents. As of the date of this Annual Report on Form 10-K, all non-management directors have exceeded the Share Ownership Guidelines applicable to them, which is three times their annual retainer. For further details, see the table below titled "Director Compensation for Fiscal 2020".

Insider Trading Policy

All of our employees, officers and directors, including our Named Executive Officers, are required to comply with our Insider Trading Policy. Our Insider Trading Policy prohibits the purchase, sale or trade of our securities with the knowledge of material inside information. In addition, our Insider Trading Policy prohibits our employees, officers and directors, including our Named Executive Officers, from, directly or indirectly, short selling any security of the Company or entering into any other arrangement that results in a gain only if the value of the Company's securities decline in the future, selling a "call option" giving the holder an option to purchase securities of the Company, or buying a "put option" giving the holder an option to sell securities of the Company. The definition of "trading in securities" includes any derivatives-based, monetization, non-recourse loan or similar arrangement that changes the insider's economic exposure to or interest in securities of the Company and which may not necessarily involve a sale.

38 - OPEN TEXT CORPORATION

All grants of stock options are subject to our Insider Trading Policy and as a result, stock options may not be granted during the "blackout" period beginning on the fifteenth day of the last month of each quarter and ending at the beginning of the second trading day following the date on which the Company's quarterly or annual financial results, as applicable, have been publicly released. If the Board approves the issuance of stock options during the blackout period, these stock options are not granted until the blackout period is over. The price at which stock options are granted is not less than the closing price of the Company's Common Shares on the trading day for the NASDAQ market immediately preceding the applicable grant date.

Tax Deductibility of Compensation

Under Section 162(m) of the United States Internal Revenue Code (or Section 162(m)) publicly-held corporations cannot deduct compensation paid in excess of $1,000,000 to certain executive officers in any taxable year. The Tax Cuts and Jobs Act amended Section 162(m) to expand the corporations and executives to which it applies. Effective Fiscal 2019, we are no longer able to deduct under Section 162(m) compensation paid in excess of $1,000,000 to any person who served as CEO or CFO during the taxable year and any other Named Executive Officer serving as an executive at the end of the taxable year (each, a "covered employee") as well any person who was a covered employee in a preceding taxable year, subject to limited transition relief.

Summary Compensation Table

The following table sets forth summary information concerning the annual compensation of our Named Executive Officers. All numbers are rounded to the nearest dollar or whole share. Changes in exchange rates will impact payments illustrated below that are made in currencies other than the U.S. dollar. Any Canadian dollar payments included herein have been converted to U.S. dollars at an annual average rate of 0.746217, 0.756489, and 0.786589, for Fiscal 2020, Fiscal 2019, and Fiscal 2018, respectively.

											Change in
											Pension Value
											and
									Non-EquityNon-qualified
						Stock		Option	Incentive Plan	Deferred	All Other
	Fiscal	Salary		Bonus		Awards		Awards	Compensation	Compensation	Compensation
	Year	($) (1)		($) (2)		($) (3)		($) (4)		($) (1)(5)	Earnings ($)		($) (6)	Total ($)
Mark J. Barrenechea . .	2020	$932,188	$273,028	$	4,970,594	$	1,751,342	$1,775,410	N/A	$	47,643(7)	$9,750,205
Vice Chair, Chief	2019	$950,000		-	$	3,693,934	$	1,407,800	$2,030,625	N/A	$	17,315(8)	$8,099,674
Executive Officer	2018	$950,000		-	$	3,538,963	$	1,407,556	$1,211,250	N/A	$	37,161(8)	$7,144,930
and Chief
Technology Officer
Madhu Ranganathan . .	2020	$490,625	$ 22,807	$	781,072	$	275,201	$	699,068	N/A	$	-(9)	$2,268,773
EVP, Chief Financial	2019	$500,000		-	$	656,237	$	250,019	$	712,500	N/A	$	-(8)	$2,118,756
Officer	2018	$125,000		-	$	315,057	$	2,275,143	$	106,250	N/A	$	- (8)	$2,821,450
Craig Stilwell . . . . . . . . .	2020	$197,519	$	16,462	$	1,491,150	$	1,061,898	$	230,038	N/A	$	-(9)	$2,997,067
EVP & General	2019	N/A		N/A		N/A		N/A		N/A	N/A		N/A(10)	N/A
Manager SMB and	2018	N/A		N/A		N/A		N/A		N/A	N/A		N/A (10)	N/A
Consumer
Muhi Majzoub . . . . . . . .	2020	$417,031	$	19,386	$	781,072	$	275,201	$	594,208	N/A	$	-(9)	$2,086,898
Executive Vice	2019	$412,500		-	$	721,564	$	938,260	$	605,625	N/A	$	-(8)	$2,677,949
President, Chief	2018	$400,000		-	$	691,379	$	274,993	$	340,000	N/A	$	- (8)	$1,706,372
Product Officer
Gordon A. Davies . . . . .	2020	$377,096	$	17,530	$	781,072	$	275,201	$	537,306	N/A	$	-(9)	$1,988,205
Executive Vice	2019	$371,310		-	$	656,237	$	913,258	$	555,169	N/A	$	14,730(8)	$2,510,704
President, Chief	2018	$367,077		-	$	628,627	$	249,994	$	312,015	N/A	$	15,969(8)	$1,573,682
Legal Officer and
Corporate
Development

1. Amounts reflect the COVID-19 compensation adjustments discussed above, which became effective May 15, 2020.
2. Amounts set forth in this column represent a special performance bonus, approved by the Board, equal to an amount equal to the reductions in their Fiscal 2020 salary and annual incentive payout made pursuant to the COVID-19 compensation adjustments described above. The special performance bonus will be paid in September 2020; however, as it relates to performance in Fiscal 2020, the bonus received by each of the

2020 MANAGEMENT PROXY CIRCULAR - 39

Named Executive Officers is included herein. The special performance bonuses were determined to be made in respect of Fiscal 2020 only and the COVID-19 compensation adjustments will remain in place throughout Fiscal 2021, subject to review and modification as the situation warrants.

1. PSUs and RSUs were granted pursuant to the Fiscal 2022 LTIP. The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 "Compensation-Stock Compensation" (Topic 718). Grant date fair value may vary from the target value indicated in the table set forth above in the section "Fiscal 2022 LTIP". For a discussion of the assumptions used in these valuations, see note 13 "Share Capital, Option Plans and Share-based Payments" to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. For the maximum value that may be received under the PSU awards granted in Fiscal 2020 by each Named Executive Officer, see the "Maximum" column under "Estimated Future Payouts under Equity Incentive Plan Awards" under the "Grants of Plan-Based Awards in Fiscal 2020" table below.
2. Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 13 "Share Capital, Option Plans and Share-based Payments" to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.
3. The amounts set forth in this column for Fiscal 2020 represent payments under the short-term incentive plan.
4. Except as otherwise indicated the amounts in "All Other Compensation" primarily include (i) car allowance; (ii) medical examinations; (iii) club memberships reimbursed, and (iv) tax preparation and financial advisory fees paid. "All Other Compensation" does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.
5. Represents amounts we paid or reimbursed for tax, financial, and estate planning.
6. For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2019 and June 30, 2018.
7. The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.
8. The executive officer was not a Named Executive Officer, nor an employee of the Company, during the fiscal year, and, therefore compensation details have been excluded.

Grants of Plan-Based Awards in Fiscal 2020

The following table sets forth certain information concerning grants of awards made to each Named Executive Officer during Fiscal 2020.

												All Other Option		Exercise or			Grant
				Estimated Future Payouts		Awards: Number		Base Price		Date Fair
				Under Non-Equity		of Securities		of Option			Value of
				Incentive Plan Awards (1)			Underlying (2)		Awards			Options (3)
			Threshold		Target	Maximum		Options
Name	Grant Date			($)		($)		($)		(#)			($/share)		Awards ($)
Mark J. Barrenechea . . . . .	August 5, 2019	$	186,886	$	1,245,902	$	2,491,804	273,010	$38.76			$1,751,342
Madhu Ranganathan . . . . .	August 5, 2019	$	73,586	$	490,574	$	981,148	42,900	$38.76			$	275,201
Craig Stilwell . . . . . . . . . . . .	February 3, 2020	$	28,876	$	192,500	$	385,000	145,790	$44.99			$1,061,898
Muhi Majzoub . . . . . . . . . . .	August 5, 2019	$	62,548	$	416,988	$	833,976	42,900	$38.76			$	275,201
Gordon A. Davies . . . . . . . .	August 5, 2019	$	56,558	$	377,056	$	754,112	42,900	$38.76			$	275,201
														All Other Stock			Grant
							Estimated Future Payouts	Awards: Number		Date Fair
								Under Equity	of Securities			Value of
							Incentive Plan Awards (4)		Underlying (5)				Stock (3)
							Threshold	Target	Maximum		Stock
Name		Grant Date		(#)		(#)		(#)			(#)				Awards ($)
Mark J. Barrenechea . . . . .	. . . . . . . . . . . . . August 5, 2019	41,470		82,940		165,880			41,470			$4,970,594
Madhu Ranganathan . . . . .	. . . . . . . . . . . . . August 5, 2019	6,515		13,030		26,060			6,520			$	781,072
Craig Stilwell . . . . . . . . . . . .	. . . . . . . . . . . . . February 3, 2020	4,500		9,000		18,000			4,500			$	683,865
	February 3, 2020	81		5,400		8,100			2,700(6)			$	344,385
	February 3, 2020										10,000(6)			$	462,900
Muhi Majzoub . . . . . . . . . . .	. . . . . . . . . . . . . August 5, 2019	6,515		13,030		26,060			6,520			$	781,072
Gordon A. Davies . . . . . . . .	. . . . . . . . . . . . . August 5, 2019	6,515		13,030		26,060			6,520			$	781,072

1. Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2020. For further information, see "Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests-Short-Term Incentives" above.

40 - OPEN TEXT CORPORATION

1. For further information regarding our options granting procedures, see "Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests-Long-Term Incentives" above.
2. Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 13 "Share Capital, Option Plan and Share-based Payments" to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.
3. Represents the threshold, target and maximum estimated payouts under our Fiscal 2022 LTIP PSUs. For further information, see "Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests-Long-TermIncentives-Fiscal 2022 LTIP" above.
4. Represents the estimated payouts under our Fiscal 2022 LTIP RSUs granted in Fiscal 2020. For further information, see "Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests-Long-TermIncentives-Fiscal 2022 LTIP" above.
5. On February 3, 2020 Mr. Stilwell was granted 5,400 PSUs and 2,700 RSUs under our Fiscal 2021 LTIP plan. Additionally, on February 3, 2020, Mr. Stilwell was granted 10,000 RSUs in accordance with his employment agreement, which vest 2 years from the date of grant.

2020 MANAGEMENT PROXY CIRCULAR - 41

Outstanding Equity Awards at End of Fiscal 2020

The following table sets forth certain information regarding outstanding equity awards held by each Named Executive Officer as of June 30, 2020.

			Option Awards (1)					Stock Awards
										Equity Incentive
								Market	Equity Incentive	Plan Awards:
			Number of			Number		Value of	Plan Awards:	Market or
		Number of	Securities			of Shares	Shares or	Number of	payout value of
		Securities	Underlying			or Units of		Units of	unearned shares,	unearned
		Underlying	Unexercised			Stock That	Stock That	units or other		shares,
		Unexercised	Options (#)	Option	Option	Have Not	Have Not	rights that	units or other
		Options (#)	Non-	Exercise	Expiration	Vested		Vested	have not vested	rights that have
Name	Grant Date	Exercisable	exercisable Price ($)	Date	(#)(2)		($) (2)	(#) (3)	not vested ($) (3)
Mark J. Barrenechea . . . .	January 29, 2015	551,887	-	$27.09	January 29, 2022
	July 29, 2016	147,420	49,140	$29.75	July 29, 2023
	June 1, 2017	66,667	133,333	$32.63	June 1, 2024
	June 1, 2017	-	400,000	$32.63	June 1, 2024
	August 7, 2017	94,590	94,590	$34.49	August 7, 2024
	August 6, 2018	40,260	120,780	$39.27	August 6, 2025
	August 5, 2019	-	273,010	$38.76	August 5, 2026
	August 7, 2017					41,730	$	1,772,690
	August 7, 2017								83,470	$3,545,806
	August 6, 2018					37,320	$	1,585,354
	August 6, 2018								74,640	$3,170,707
	August 5, 2019					41,470	$	1,761,646
	August 5, 2019								82,940	$3,523,291
Madhu Ranganathan . . . .	May 11, 2018	146,756	146,754	$34.71	May 11, 2025
	August 6, 2018	7,150	21,450	$39.27	August 6, 2025
	August 5, 2019	-	42,900	$38.76	August 5, 2026
	May 11, 2018					3,980	$	169,070
	May 11, 2018								7,960	$	338,141
	August 6, 2018					6,630	$	281,642
	August 6, 2018								13,260	$	563,285
	August 5, 2019					6,520	$	276,970
	August 5, 2019								13,030	$	553,514
Craig Stilwell . . . . . . . . . . .	February 3, 2020	-	145,790	$44.99	February 3, 2027
	February 3, 2020					2,700	$	114,696
	February 3, 2020								5,400	$	229,392
	February 3, 2020					4,500	$	191,160
	February 3, 2020								9,000	$	382,320
	February 3, 2020					10,000	$	424,800
Muhi Majzoub . . . . . . . . . .	August 2, 2013	20,996	-	$16.58	August 2, 2020
	August 1, 2014	23,140	-	$27.83	August 1, 2021
	July 31, 2015	37,840	-	$22.87	July 31, 2022
	July 29, 2016	24,420	8,140	$29.75	July 29, 2023
	August 7, 2017	18,480	18,480	$34.49	August 7, 2024
	August 6, 2018	7,865	23,595	$39.27	August 6, 2025
	May 7, 2019	-	75,000	$40.20	May 7, 2026
	August 5, 2019	-	42,900	$38.76	August 5, 2026
	August 7, 2017					8,150	$	346,212
	August 7, 2017								16,310	$	692,849
	August 6, 2018					7,290	$	309,679
	August 6, 2018								14,580	$	619,358
	August 5, 2019					6,520	$	276,970
	August 5, 2019								13,030	$	553,514
Gordon A. Davies . . . . . . .	July 29, 2016	-	9,580	$29.75	July 29, 2023
	August 7, 2017	-	16,800	$34.49	August 7, 2024
	August 6, 2018	7,150	21,450	$39.27	August 6, 2025
	May 7, 2019	-	75,000	$40.20	May 7, 2026
	August 5, 2019	-	42,900	$38.76	August 5, 2026
	August 7, 2017					7,410	$	314,777
	August 7, 2017								14,830	$	629,978
	August 6, 2018					6,630	$	281,642
	August 6, 2018								13,260	$	563,285
	August 5, 2019					6,520	$	276,970
	August 5, 2019								13,030	$	553,514

42 - OPEN TEXT CORPORATION

1. Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of (i) 1,200,000 options granted to the CEO in Fiscal 2015 and 600,000 options granted to the CEO in Fiscal 2017. For additional detail, see "Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests-Long-TermIncentives-Long-Term Equity Grants to CEO" above and under Item 11 of our Annual Report on Form 10-K for Fiscal 2015 and Fiscal 2017 and (ii) options granted to certain of our executive officers on May 7, 2019 in recognition of their service. These options vest annually over a 5 year period, with the first vesting date being two years from the date of grant.
2. Represents each Named Executive Officer's target number of RSUs granted pursuant to the Fiscal 2020, Fiscal 2021, and Fiscal 2022 LTIPs, which vest upon the schedules described above in "Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests-Long Term Incentives". These amounts illustrate the market value as of June 30, 2020 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $42.48.
3. Represents each Named Executive Officer's target number of PSUs granted pursuant to the Fiscal 2020, Fiscal 2021, and Fiscal 2022 LTIPs, which vest upon the schedules described above in "Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests-Long Term Incentives", and the market value as of June 30, 2020 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $42.48.

As of June 30, 2020, options to purchase an aggregate of 7,429,537 Common Shares had been previously granted and are outstanding under our stock option plans, of which 2,248,358 Common Shares were vested. Options to purchase an additional 7,540,748 Common Shares remain available for issuance pursuant to our stock option plans. Our outstanding options pool represents 2.8% of the Common Shares issued and outstanding as of June 30, 2020.

During Fiscal 2020, the Company granted options to purchase 2,742,230 Common Shares or 1.0% of the Common Shares issued and outstanding as of June 30, 2020.

Option Exercises and Stock Vested in Fiscal 2020

The following table sets forth certain details with respect to each of the Named Executive Officers concerning the exercise of stock options and vesting of stock in Fiscal 2020:

	Option Awards			Stock Awards (3)
	Number of Shares	Value Realized on	Number of Shares	Value Realized on
Name	Acquired on Exercise (#)	Exercise(1) ($)	Acquired on Vesting (#)	Vesting(2) ($)
Mark J. Barrenechea . . . . . . . . . . . . . .	656,140	$13,672,231		80,704	$3,433,149
Madhu Ranganathan . . . . . . . . . . . . . .	-	$	-	-	$	-
Craig Stilwell . . . . . . . . . . . . . . . . . . . . .	-	$	-	-	$	-
Muhi Majzoub . . . . . . . . . . . . . . . . . . . .	18,788	$	479,257		13,376	$	569,015
Gordon A. Davies . . . . . . . . . . . . . . . . .	65,374	$	1,190,446		15,723	$	668,856

1. "Value realized on exercise" is the excess of the market price, at date of exercise, of the shares underlying the options over the exercise price of the options.
2. "Value realized on vesting" is the market price of the underlying Common Shares on the vesting date.
3. Relates to the vesting of PSUs and RSUs under our Fiscal 2019 LTIP.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We have entered into employment contracts with each of our Named Executive Officers. These contracts may require us to make certain types of payments and provide certain types of benefits to the Named Executive Officers upon the occurrence of any of these events:

• If the Named Executive Officer is terminated without cause; and
• If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the relationship between the Company and the Named Executive Officer.

When determining the amounts and the type of compensation and benefits to provide in the event of a termination or change in control described above, we considered available information with respect to amounts payable to similarly situated officers of our peer groups and the position held by the Named Executive Officer within the Company. The amounts payable upon termination or change in control represent the amounts determined by the Company and are not the result of any individual negotiations between us and any of our Named Executive Officers.

2020 MANAGEMENT PROXY CIRCULAR - 43

Our employment agreements with our Named Executive Officers are similar in structure, terms and conditions, with the key exception of the amount of severance payments, which is determined by the position held by the Named Executive Officer. Details are set out below of each of their potential payments upon a termination by the Company without cause and upon a change in control event where there is a subsequent change in the relationship between the Company and the Named Executive Officer.

Termination Without Cause

If the Named Executive Officer is terminated without cause, we may be obligated to make payments or provide benefits to the Named Executive Officer. A termination without cause means a termination of a Named Executive Officer for any reason other than the following, each of which provides "cause" for termination:

• The failure by the Named Executive Officer to attempt in good faith to perform his duties, other than as a result of a physical or mental illness or injury;
• The Named Executive Officer's willful misconduct or gross negligence of a material nature in connection with the performance of his duties which is or could reasonably be expected to be injurious to the Company;
• The breach by the Named Executive Officer of his fiduciary duty or duty of loyalty to the Company;
• The Named Executive Officer's intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;
• The willful performance by the Named Executive Officer of any act of dishonesty or willful misappropriation of funds or property of the Company or its affiliates;
• The indictment of the Named Executive Officer or a plea of guilty or nolo contender to a felony or other serious crime involving moral turpitude;
• The material breach by the Named Executive Officer of any obligation material to his employment relationship with the Company; or
• The material breach by the Named Executive Officer of the Company's policies and procedures which breach causes or could reasonably be expected to cause harm to the Company;

provided that in certain of the circumstances listed above, OpenText has given the Named Executive Officer reasonable notice of the reason for termination as well as a reasonable opportunity to correct the circumstances giving rise to the termination.

Change in Control

If there is a change in control of the Company and within one year of such change in control event, there is a change in the relationship between the Company and the Named Executive Officer without the Named Executive Officer's written consent, we may be obligated to provide payments or benefits to the Named Executive Officer, unless such a change is in connection with the termination of the Named Executive Officer either for cause or due to the death or disability of the Named Executive Officer.

A change in control includes the following events:

• The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the Company's assets;
• The approval by the holders of Common Shares of any plan or proposal for the liquidation or dissolution of the Company;
• Any transaction in which any person or group acquires ownership of more than 50% of outstanding Common Shares; or
• Any transaction in which a majority of the Board is replaced over a twelve-month period and such replacement of the Board was not approved by a majority of the Board still in office at the beginning of such period.

44 - OPEN TEXT CORPORATION

Examples of a change in the relationship between the Named Executive Officer and the Company where payments or benefits may be triggered following a change in control event include:

• A material diminution in the duties and responsibilities of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the duties and responsibilities of similarly situated executive officers;
• A material reduction to the Named Executive Officer's compensation, other than a similar reduction to the compensation of similarly situated executive officers;
• A relocation of the Named Executive Officer's primary work location by more than fifty miles;
• A reduction in the title or position of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the titles or positions of similarly situated executive officers;

None of our Named Executive Officers are entitled to the payments or benefits described below, or any other payments or benefits, solely upon a change in control where there is no change to the Named Executive Officer's relationship with the Company.

Amounts Payable Upon Termination or Change in Control

Pursuant to our employment agreements with our Named Executive Officers and the terms of our LTIP, each Named Executive Officer's entitlement upon termination of employment without cause or following a change in the Named Executive Officer's relationship with the Company, both absent a change in control event and within twelve months of a change in control event, are set forth below. These amounts have not been adjusted to reflect the COVID-19 compensation adjustments discussed above, which became effective May 15, 2020.

No Change in Control

			No change in control
						Employee and
			Short term			Medical
		Base	incentives (1)	LTIP (2)	Options (3)	Benefits (4)
Mark J. Barrenechea . . . . . . . . . . . . . . .	Termination without
	cause or Change in	24 months	24 months	Prorated	Vested	24 months(5)
	relationship
Madhu Ranganathan . . . . . . . . . . . . . . .	Termination without
	cause or Change in	12 months	12 months	Prorated	Vested	12 months
	relationship
Craig Stilwell . . . . . . . . . . . . . . . . . . . . . .	Termination without
	cause or Change in	12 months	12 months	Prorated	Vested	12 months
	relationship
Muhi Majzoub . . . . . . . . . . . . . . . . . . . . .	Termination without
	cause or Change in	12 months	12 months	Prorated	Vested	12 months
	relationship
Gordon A. Davies . . . . . . . . . . . . . . . . . .	Termination without
	cause or Change in	12 months	12 months	Prorated	Vested	12 months
	relationship

1. Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.
2. LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38 month performance period. If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.
3. Already vested as of termination date with no acceleration of unvested options. For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.
4. Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

2020 MANAGEMENT PROXY CIRCULAR - 45

1. In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

Within 12 Months of a Change in Control

			Within 12 Months of a Change in Control
						Employee and
			Short term			Medical
		Base	incentives (1) LTIP	Options (2)	Benefits (3)
Mark J. Barrenechea . . . . . . . . . . . . . . . .	Termination without			100%	100%
	cause or Change in	24 months	24 months	24 months(4)
	Vested	Vested
	relationship
Madhu Ranganathan . . . . . . . . . . . . . . .	Termination without			100%	100%
	cause or Change in	24 months	24 months	24 months
	Vested	Vested
	relationship
Craig Stilwell . . . . . . . . . . . . . . . . . . . . . . .	Termination without			100%	100%
	cause or Change in	12 months	12 months	12 months
	Vested	Vested
	relationship
Muhi Majzoub . . . . . . . . . . . . . . . . . . . . .	Termination without			100%	100%
	cause or Change in	24 months	24 months	24 months
	Vested	Vested
	relationship
Gordon A. Davies . . . . . . . . . . . . . . . . . . .	Termination without			100%	100%
	cause or Change in	24 months	24 months	24 months
	Vested	Vested
	relationship

1. Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.
2. For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which are deemed to have vested as of the date of termination.
3. Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.
4. In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

In addition to the information identified above, each Named Executive Officer is entitled to all accrued payments up to the date of termination, including all earned but unpaid short-term incentive amounts and earned but unsettled LTIP. Except as otherwise required by law, we are required to make all these payments and provide these benefits over a period of 12 months or 24 months, depending on the Named Executive Officer's entitlement and the circumstances which triggered our obligation to make such payments and provide such benefits, from the date of the event which triggered our obligation. With respect to payments to Mr. Barrenechea, the Company intends to make all required payments to Mr. Barrenechea no later than two and a half months after the end of the later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk of forfeiture.

In return for receiving the payments and the benefits described above, each Named Executive Officer must comply with certain obligations in favour of the Company, including a non-disparagement obligation. Also, each Named Executive Officer is bound by a confidentiality and non-solicitation agreement where the non-solicitation obligation lasts 6 months from the date of termination of his employment.

Any breach by a Named Executive Officer of any provision of his contractual agreements may only be waived upon the review and approval of the Board.

46 - OPEN TEXT CORPORATION

Quantitative Estimates of Payments upon Termination or Change in Control

Further information regarding payments to our Named Executive Officers in the event of a termination or a change in control may be found in the table below. This table sets forth the estimated amount of payments and other benefits each Named Executive Officer would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on June 30, 2020. Amounts (i) potentially payable under plans which are generally available to all salaried employees, such as life and disability insurance, and (ii) earned but unpaid, in both cases, are excluded from the table. The values related to vesting of stock options and awards are based upon the fair market value of our Common Shares of $42.48 per share as reported on the NASDAQ on June 30, 2020, the last trading day of our fiscal year. The other material assumptions made with respect to the numbers reported in the table below are:

• Payments in Canadian dollars included herein are converted to U.S. dollars using an exchange rate, as of June 30, 2020, of 0.746217;
• The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each Named Executive Officer as of June 30, 2020; and
• Payments under the LTIPs are calculated as though 100% of Fiscal 2022 LTIP (granted in Fiscal 2020), Fiscal 2021 LTIP (granted in Fiscal 2019), and Fiscal 2020 LTIP (granted in Fiscal 2018) have vested with respect to a termination without cause or change in relationship following a change in control event, and as though a pro-rated amount have vested with respect to no change in control event.

2020 MANAGEMENT PROXY CIRCULAR - 47

Actual payments made at any future date may vary, including the amount the Named Executive Officer would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares.

								Gain on
							Vesting of
					Short-term		LTIP and		Gain on
					Incentive		Non-LTIP	Vesting of	Employee
				Salary	Payment		RSUs	Stock Options	Benefits		Total
Named Executive Officer		($)		($)		($)		($)		($)		($)
Mark J. Barrenechea	. . . . . . . . Termination Without Cause /
		Change in Relationship with
		no Change in Control	$	1,900,000	$	2,850,000	$	8,042,403	$	-	$	95,286(1)	$	12,887,689
		Termination Without Cause /
		Change in Relationship,
		within 12 months following a
		Change in Control	$	1,900,000	$	2,850,000	$	15,359,494	$	8,038,203	$	95,286	$	28,242,983
Madhu Ranganathan	. . . . . . . . Termination Without Cause /
		Change in Relationship with
		no Change in Control	$	500,000	$	500,000	$	1,014,154	$	-	$	7,429	$	2,021,583
		Termination Without Cause /
		Change in Relationship,
		within 12 months following a
		Change in Control	$	1,000,000	$	1,000,000	$	2,182,622	$	1,368,721	$	14,859	$	5,566,202
Craig Stilwell	. . . . . . . . . . . . . . . Termination Without Cause /
		Change in Relationship with
		no Change in Control	$	400,000	$	400,000	$	642,119	$	-	$	9,782	$	1,451,901
		Termination Without Cause /
		Change in Relationship,
		within 12 months following a
		Change in Control	$	400,000	$	400,000	$	1,342,368	$	-	$	9,782	$	2,152,150
Muhi Majzoub	. . . . . . . . . . . . . . Termination Without Cause /
		Change in Relationship with
		no Change in Control	$	425,000	$	425,000	$	1,571,134	$	-	$	6,512	$	2,427,646
		Termination Without Cause /
		Change in Relationship,
		within 12 months following a
		Change in Control	$	850,000	$	850,000	$	2,798,582	$	657,646	$	13,025	$	5,169,253
Gordon A. Davies . . . . . . . . . . . Termination Without Cause /
		Change in Relationship with
		no Change in Control	$	384,302	$	384,302	$	1,428,669	$	-	$	6,618	$	2,203,891
		Termination Without Cause /
		Change in Relationship,
		within 12 months following a
		Change in Control	$	768,604	$	768,604	$	2,620,166	$	655,676	$	13,237	$	4,826,287

1. In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company. These benefits will be provided at the cost of the Company, provided that Mr. Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate. In the event that the employee or company contribution funding increases, Mr. Barrenechea would be responsible for that increase.

48 - OPEN TEXT CORPORATION

Director Compensation for Fiscal 2020

The following table sets forth summary information concerning the annual compensation received by each of the non-management directors of OpenText for the fiscal year ended June 30, 2020.

						Change in Pension
						Value and
						Non-qualified
	Fees Earned			Non-Equity	Deferred
		or	Stock	Option	Incentive Plan	Compensation	All Other
	Paid in Cash	Awards	Awards Compensation	Earnings	Compensation		Total
		($) (1)	($) (2)	($)	($)	($)		($)		($)
P. Thomas Jenkins (3) . . . . . . . .	$200,000	$376,484	$-	$-	N/A	$	-	$	576,484
Randy Fowlie (4) . . . . . . . . . . . .	$	47,275	$358,397	$-	$-	N/A	$	-	$	405,672
David Fraser (5) . . . . . . . . . . . . .	$	70,000	$243,330	$-	$-	N/A	$	-	$	313,330
Gail E. Hamilton (6) . . . . . . . . . .	$	91,000	$276,919	$-	$-	N/A	$	-	$	367,919
Stephen J. Sadler (7) . . . . . . . . .	$	-	$359,478	$-	$-	N/A	$	671,054(13)	$	1,030,532
Harmit Singh (8) . . . . . . . . . . . . .	$	27,000	$304,029	$-	$-	N/A	$	-	$	331,029
Michael Slaunwhite (9) . . . . . . .	$	3,500	$401,920	$-	$-	N/A	$	-	$	405,420
Katharine B. Stevenson (10) . .	$	-	$383,983	$-	$-	N/A	$	-	$	383,983
Carl Jurgen Tinggren (11) . . . . .	$	95,000	$240,221	$-	$-	N/A	$	-	$	335,221
Deborah Weinstein (12) . . . . . .	$	-	$398,141	$-	$-	N/A	$	-	$	398,141

1. Non-managementdirectors may elect to defer all or a portion of their retainer and/or fees in the form of Common Share equivalent units under our Directors' Deferred Share Unit Plan (DSU Plan) based on the value of the Company's shares as of the date fees would otherwise be paid. The DSU Plan, originally effective February 2, 2010, and amended and restated in October 2018, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders. DSUs granted as compensation for directors fees vest immediately whereas the annual DSU grant vests at the Company's next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.
2. The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718. These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards. For a discussion of the assumptions used in this valuation, see note 13 "Share Capital, Option Plan and Share-based Payments" to our consolidated financial statements. In Fiscal 2020, Messrs. Jenkins, Fowlie, Fraser, Sadler, Singh, Slaunwhite and Tinggren and Mses. Hamilton, Stevenson and Weinstein received 9,336, 8,871, 6,006, 8,907, 7,511, 9,947, 5,939, 6,865, 9,499, and 9,852 DSUs, respectively.
3. As of June 30, 2020, Mr. Jenkins holds 116,896 DSUs. Mr. Jenkins serves as Chairman of the Board.
4. As of June 30, 2020, Mr. Fowlie holds 97,012 DSUs.
5. As of June 30, 2020, Mr. Fraser holds 13,594 DSUs.
6. As of June 30, 2020, Ms. Hamilton holds 76,657 DSUs.
7. As of June 30, 2020, Mr. Sadler holds 92,312 DSUs.
8. As of June 30, 2020, Mr. Singh holds 14,909 DSUs.
9. As of June 30, 2020, Mr. Slaunwhite holds 111,364 DSUs.
10. As of June 30, 2020, Ms. Stevenson holds 91,829 DSUs.
11. As of June 30, 2020, Mr. Tinggren holds 23,438 DSUs.
12. As of June 30, 2020, Ms. Weinstein holds 106,564 DSUs.
13. During Fiscal 2020, Mr. Sadler received $671,054 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

2020 MANAGEMENT PROXY CIRCULAR - 49

Directors who are salaried officers or employees receive no compensation for serving as directors. Mr. Barrenechea was the only employee director in Fiscal 2020. The material terms of our director compensation arrangements are as follows:

Description	Amount and Frequency of Payment

Annual Chairman retainer fee payable to the Chairman of the Board

Annual retainer fee payable to each non-management director

$200,000 per year payable following our Annual General Meeting

$70,000 per director payable following our Annual General Meeting

Annual Audit Committee retainer fee payable to each member of the Audit Committee

Annual Audit Committee Chair retainer fee payable to the Chair of the Audit Committee

Annual Compensation Committee retainer fee payable to each member of the Compensation Committee

Annual Compensation Committee Chair retainer fee payable to the Chair of the Compensation Committee

Annual Corporate Governance Committee retainer fee payable to each member of the Corporate Governance Committee

Annual Corporate Governance Committee Chair retainer fee payable to the Chair of the Corporate Governance Committee

$25,000 per year payable at $6,250 at the beginning of each quarterly period.

$10,000 per year payable at $2,500 at the beginning of each quarterly period.

$15,000 per year payable at $3,750 at the beginning of each quarterly period.

$10,000 per year payable at $2,500 at the beginning of each quarterly period.

$8,000 per year payable at $2,000 at the beginning of each quarterly period.

$6,000 per year payable at $1,500 at the beginning of each quarterly period.

Effective May 15, 2020, as a result of the COVID-19 compensation adjustments discussed above, all of our non-management directors accepted a 15% reduction in cash retainer compensation fees payable. For Fiscal 2020, all cash related payments were completed prior to this announcement, and therefore did not result in an adjustment to compensation in Fiscal 2020. These reductions will remain in effect through June 30, 2021, subject to review and modification as the situation warrants.

The Board has adopted a DSU Plan which is available to any non-management director of the Company. In Fiscal 2020, certain directors elected to receive DSUs instead of a cash payment for their directors' fees. In addition to the scheduled fee arrangements set forth in the table above, whether paid in cash or DSUs, non-management directors also receive an annual DSU grant representing the long term component of their compensation. The amount of the annual DSU grant is discretionary; however, historically, the amount of this grant has been determined and updated on a periodic basis with the assistance of the Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies. For Fiscal 2020, the annual DSU grant was approximately $225,000 for each non-management director and approximately $295,000 for the Chairman of the Board. DSUs granted as compensation for directors fees vest immediately whereas the annual DSU grant vests at the Company's next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.

As with its employees, the Company believes that granting compensation to directors in the form of equity, such as DSUs, promotes a greater alignment of long-term interests between directors of the Company and the shareholders of the Company and since Fiscal 2013 the Company has taken the position that non-management directors will receive DSUs instead of stock options where granting of equity awards is appropriate. All non-management directors have exceeded the Share Ownership Guidelines applicable to them, which is three times their annual retainer. For further details of our Share Ownership Guidelines as they relate to directors, see "Share Ownership Guidelines" above.

The Company does not have a retirement policy for its directors; however, the Company does review its director performance annually as part of its governance process.

50 - OPEN TEXT CORPORATION

Performance Graph

The following graph compares for each of the five fiscal years ended June 30, 2020, the yearly percentage change in the cumulative total shareholder return on our Common Shares with the cumulative total return on:

• an index of companies in the software application industry (S&P North American Technology-Software Index);
• the NASDAQ Composite Index; and
• the S&P/TSX Composite Index.

The graph illustrates the cumulative return on a $100 investment in our Common Shares made on June 30, 2015, as compared with the cumulative return on a $100 investment in the S&P North American Technology-Software Index, the NASDAQ Composite Index and the S&P/TSX Composite Index (the Indices) made on the same day. Dividends declared on securities comprising the respective Indices and declared on our Common Shares are assumed to be reinvested. The performance of our Common Shares as set out in the graph is based upon historical data and is not indicative of, nor intended to forecast, future performance of our Common Shares. The graph lines merely connect measurement dates and do not reflect fluctuations between those dates.

COMPARISON OF CUMULATIVE TOTAL RETURN

350
300
250
200
150
100
50
June 30, '15	June 30, '16	June 30, '17	June 30, '18	June 30, '19	June 30, '20

Open Text	NASDAQ Composite	S&P/TSX Composite		S&P N. American Tech Software Index

The chart below provides information with respect to the value of $100 invested on June 30, 2015 in our Common Shares as well as in the other Indices, assuming dividend reinvestment when applicable:

	June 30,	June 30,	June 30,	June 30,	June 30,	June 30,
	2015		2016	2017	2018	2019	2020
Open Text Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$100.00	$	148.43	$160.63	$182.16	$216.85	$227.39
S&P North American Technology-Software Index . . . . . . . . . . . . . .	$100.00	$	107.36	$140.36	$188.21	$227.04	$294.83
NASDAQ Composite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$100.00	$	98.32	$126.14	$155.91	$168.04	$213.32
S&P/TSX Composite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	$100.00	$	95.98	$106.48	$116.17	$121.12	$113.93

To the extent that this Circular has been or will be specifically incorporated by reference into any filing by us under the Securities Act or the Exchange Act, the foregoing "Stock Performance Graph and Cumulative Total Return" shall not be deemed to be "soliciting materials" or to be so incorporated, unless specifically otherwise provided in any such filing.

Directors' and Officers' Liability Insurance

The Company maintains directors' and officers' liability insurance for its directors, officers and the Company. The current policies have an aggregate limit of $125,000,000 for the term May 28, 2020 to May 28, 2021. Protection is

2020 MANAGEMENT PROXY CIRCULAR - 51

provided to directors and officers for any actual or alleged neglect, misstatement, errors, omissions, or other wrongful acts during the course of their duties or capacity as such. Under the insurance coverage, the Company is reimbursed for payments which it is required or permitted to make to its directors and officers for indemnification, subject to a $1,000,000 deductible for non-securities related claims and a $2,500,000 deductible for securities related claims.

Indebtedness of Directors and Executive Officers

The Company does not grant loans to the directors and executive officers of the Company or their respective associates. As at August 5, 2020 and, during Fiscal 2020, none of the directors or executive officers of the Company or their respective associates were indebted to the Company.

CORPORATE GOVERNANCE AND SHAREHOLDER OUTREACH SNAPSHOT

Shareholder Outreach	•	Strong commitment to regular, transparent and
		active communication with OpenText's shareholders
	• Regular meetings between members of management
		and shareholders, including large institutional
		shareholders
	• Regular quarterly earnings conference calls that any
		shareholder may access and which are available on
		the Company's website
	•	Annual investor days
Ongoing Board Assessment and Succession Planning	•	The Board acknowledges the importance of
		continuous board assessment and succession
		planning (while also valuing experiences and
		perspectives of more experienced directors)
	• Appointments and proposed nominations in recent
		years demonstrate the Company's focus on this
		approach
Director Education & Training	•	Continuing education program, including dedicated
		and regularly updated continuous education portal
		for all directors
	• Regular presentations by senior management about
		emerging issues and topics relevant to OpenText's
		global business and operations
	• National Association of Corporate Directors (NACD)
		membership for all directors and access to, and
		participation in, continuous learning seminars
	• Site visits and participation in Company conferences

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors and senior management of the Company consider good corporate governance to be central to the effective operation of the Company. As part of the Company's commitment to effective corporate governance, the Board of Directors, with the assistance of the Corporate Governance and Nominating Committee, monitors changes in legal requirements and best practices.

Set out below is a description of certain corporate governance practices of the Company as of August 5, 2020, as required by National Instrument 58-101-Disclosureof Corporate Governance Practices.

52 - OPEN TEXT CORPORATION

Board of Directors

National Policy 58-201-CorporateGovernance Guidelines recommends that boards of directors of reporting issuers be composed of a majority of independent directors. The Board of Directors is currently comprised of eleven directors: Mses. Hamilton, Stevenson and Weinstein and Messrs. Barrenechea, Fowlie, Fraser, Jenkins, Sadler, Singh, Slaunwhite and Tinggren. With nine of eleven directors considered independent, the Board of Directors is composed of a majority of independent directors. The nine independent directors are: Mses. Hamilton, Stevenson and Weinstein and Messrs. Fowlie, Fraser, Jenkins, Singh, Slaunwhite and Tinggren. As detailed under "Matters to be Acted Upon at the Meeting- Election of Directors", if the director nominees are elected at the Meeting, the Board of Directors will be comprised of eleven directors, with nine independent directors including the new independent director, Mr. Hau. Mr. Tinggren is not standing for re-election.

Two directors, Mr. Barrenechea and Mr. Sadler, are not considered independent pursuant to the rules of NASDAQ and the Canadian Securities Administrators, each of whom have a material relationship with the Company.

Mr. Barrenechea, Vice Chair, Chief Executive Officer & Chief Technology Officer of the Company, is considered to have a material relationship with the Company by virtue of his employment and executive officer position.

Mr. Sadler is considered to have a material relationship with the Company by virtue of receiving consulting fees for his assistance with acquisition-related activities during Fiscal 2020 pursuant to a consulting agreement with the Company. Mr. Sadler's consulting agreement, which was adopted by way of board resolution effective July 1, 2011, is for an indefinite period. The material terms of the agreement are as follows: Mr. Sadler is paid at the rate of Canadian dollars (CAD) $450 per hour for services relating to his consulting agreement. In addition, he is eligible to receive a bonus fee equivalent to 1.0% of the acquired company's revenues, up to CAD $10.0 million in revenue, plus an additional amount of 0.5% of the acquired company's revenues above CAD $10.0 million. The total bonus fee payable, for any given fiscal year, is subject to an annual limit of CAD $450,000 per single acquisition and an aggregate annual limit of CAD $980,000. The acquired company's revenues, for this purpose, is equal to the acquired company's revenues for the 12 months prior to the date of acquisition.

During Fiscal 2020, Mr. Sadler received approximately CAD $0.9 million in consulting fees from OpenText (equivalent to $0.7 million United States dollars (US$)), inclusive of bonus fees for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

The Company has taken steps to ensure that adequate structures and processes are in place to permit the Board of Directors to function independently of management. The Board of Directors hold in camera sessions of the independent directors without the non-independent directors and management present at each regularly scheduled meeting of the Board of Directors and during Fiscal 2020, there were seven regularly scheduled meetings of the Board of Directors. In addition, and to ensure independence from management, directors who are not independent are requested to withdraw, where appropriate, from meetings of the Board and similarly from any meetings of Board committees to which they may be invited. The Company has adopted a policy that all transactions between the Company and its officers, directors and affiliates will be approved by a majority of the "independent" members of the Board of Directors, as defined in NASDAQ Rule 5605.

The Company and the Board of Directors recognize the significant commitment involved in being a member of the Board of Directors. Accordingly, the Company's Code of Business Conduct and Ethics requires directors to notify the Chair prior to serving on another corporate board of directors or board of directors of any governmental advisory or charitable organization. The Corporate Governance and Nominating Committee is responsible for evaluating whether continued membership on the Board of Directors is appropriate. For details of our director nominees who serve on the boards of directors of other public companies, see "Matters to be Acted Upon at the Meeting-Election of Directors".

For details of the number of Board of Directors meetings and committee meetings held during Fiscal 2020, as well as the attendance record at Board of Directors meetings, see "Matters to be Acted Upon at the Meeting-Election of Directors".

2020 MANAGEMENT PROXY CIRCULAR - 53

Board Mandate

The Board of Directors is responsible for the overall stewardship of the Company. The Board discharges this responsibility directly and through delegation of specific responsibilities to committees of the Board, the Chair and Lead Director (if applicable), and officers of the Company, all as more particularly described in the Board Mandate adopted by the Board of Directors.

As set out in the Board Mandate, the Board of Directors has established three committees to assist with its responsibilities: Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Each committee has a charter defining its responsibilities. The Board of Directors does not have an executive committee.

The Board Mandate was most recently approved by the Board of Directors on August 5, 2020. The Board Mandate is attached as Schedule "F", and is also available on the Company's website, www.opentext.com.

Position Descriptions

The Board of Directors has developed position descriptions for the Chair of each committee of the Board of Directors. The Board of Directors has also developed a position description for the Chief Executive Officer (CEO). The full position description for the Chair of the Board is available on the Company's website, www.opentext.com.

Orientation and Continuing Education

Responsibility for orientation programs for new directors is assigned to the Corporate Governance and Nominating Committee. In this regard, the Corporate Governance and Nominating Committee's duties include ensuring the adequacy of the orientation and education program for new members of the Company's Board of Directors. The Chair reviews with each new member (i) certain information and materials regarding the Company, including the role of the Board of Directors and its committees and (ii) the legal obligations of a director of the Company.

The Corporate Governance and Nominating Committee is also responsible for monitoring continuing education for directors in order to ensure that directors maintain the skill and knowledge necessary to meet their obligations as directors. Directors are encouraged to continue their education on a regular and reasonable basis so that they may increase their knowledge and skills by enrolling in courses or seminars of their own choosing. The Company will cover the cost for directors of such ongoing continuous education opportunities. In addition, directors are provided with a myriad of articles and memoranda from recognized industry and legal sources in Canada and the United States, posted on our internal corporate portal, to remind them of their responsibilities and duties and to keep them informed of changes in the law and industry practices. These educational materials are posted on an internal portal, are updated on a periodic basis and are accessible by all of our directors at any time. For example, articles and memoranda on the following topics were provided to directors during Fiscal 2020: board judgment, risk governance, shareholder engagement, proxy issues, ethics and compliance, diversity, and succession planning, in addition to other topics specific to each of our committees. During Fiscal 2020, the Company obtained membership for all directors to the National Association of Corporate Directors (NACD), a recognized authority on leading board practices, which further helped facilitate access to, and participation in, additional continuous learning seminars.

Majority Voting Policy

The Board of Directors has approved the Majority Voting Policy to which all nominees for election to the Board are asked to subscribe prior to the Board recommending that they be elected. Pursuant to the Majority Voting Policy, forms of proxy for meetings of the shareholders of the Company at which directors are to be elected shall provide the option of voting in favour of, or withholding from voting for, each individual nominee to the Board. If, with respect to any particular nominee, the number of Common Shares withheld from voting exceeds the number of Common Shares voted in favour of the nominee, then for the purposes of the Majority Voting Policy the nominee will be considered to have not received the support of the shareholders of the Company. Each elected director who is considered under the Majority Voting Policy to have not received the support of the shareholders is expected to immediately submit his or

54 - OPEN TEXT CORPORATION

her resignation to the Board of Directors. Within 90 days of receiving the final voting results for the applicable shareholders' meeting, the Board of Directors will announce either the resignation of such director or that the Board of Directors has decided not to accept the resignation. If the resignation is accepted, subject to any corporate law restrictions, the Board of Directors may (i) leave the resultant vacancy in the Board unfilled until the next annual meeting of shareholders of the Company, (ii) fill the vacancy through the appointment of a director whom the Board considers to merit the confidence of the shareholders of the Company, or (iii) call a special meeting of the shareholders of the Company to consider the election of a nominee recommended by the Board to fill the vacant position. The Board may also defer the acceptance of the resignation until a replacement director with the appropriate qualifications can be identified and elected to the Board.

Ethical Business Conduct

In January 2020, the Board of Directors and the Corporate Governance and Nominating Committee reviewed and approved the Code of Business Conduct and Ethics of the Company, which is reviewed and re-approved annually (the Code). The Code sets out in detail the core values and the principles by which the Company is governed and addresses topics such as the following: honest and ethical conduct and conflicts of interest; compliance with applicable laws and Company policies and procedures; public disclosure and books and records; use of corporate assets and opportunities; confidentiality of corporate information; reporting responsibilities and procedures; and non-retaliation.

The Company has an Ethics Committee and a Compliance Officer which are together responsible for communicating the Code to directors, officers and employees and assisting the Corporate Governance and Nominating Committee in administering the Code. The Ethics Committee monitors compliance with the Code by employees who are not directors or officers of the Company. The Corporate Governance and Nominating Committee monitors overall compliance with the Code with specific responsibility for compliance by directors and officers of the Company, provided that all issues and concerns specifically related to accounting, internal financial controls and/or auditing will be reviewed and forwarded to the Audit Committee. The Code is available on the Company's website and on SEDAR at www.sedar.com. If we make any substantive amendments to the Code or grant any waiver, including any implicit waiver, from a provision of the Code to our Chief Executive Officer (CEO), Chief Financial Officer (CFO) or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on our website at www.opentext.com under the Company/Investors section or on a Current Report on Form 8-K.

The Board of Directors and the Audit Committee have established a Whistleblower Policy to encourage employees, officers and directors to raise concerns regarding matters covered by the Code (including accounting, internal controls or auditing matters) on a confidential basis free from discrimination, retaliation or harassment.

In addition, in order to ensure independent judgment in considering transactions/agreements in which a director/ officer has a material interest, all related party transactions are approved by the independent directors and all payments under related party transactions are approved by the Audit Committee.

Share Ownership Guidelines

The Board of Directors approved the Share Ownership Guidelines applicable to both non-management directors and to senior management, including the CEO, in October 2009. The objective of the Share Ownership Guidelines is to encourage each non-management director and member of senior management to voluntarily buy and hold stock representing a meaningful investment in the Company. The Company believes that equity ownership by non-management directors and senior management help to align their interests with the financial interests of the shareholders of the Company, create ownership focus and build long-term commitment.

The investment target for non-management directors is three times their annual retainer, to be achieved within a five-year period. For non-management directors, Common Shares and DSUs are counted towards compliance with the Share Ownership Guidelines. For the purposes of the Share Ownership Guidelines, a non-management director is deemed to hold all securities over which he/she is the registered or beneficial owner thereof and "beneficial owner" includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/ or (ii) investment power which includes the power to dispose, or to direct the disposition of, such security. For greater

2020 MANAGEMENT PROXY CIRCULAR - 55

certainty, "beneficial owner" includes any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement, or device whereby the non-management director may be divested of beneficial ownership of a security. As of the date hereof, all of our non-management directors have met or exceeded the Share Ownership Guidelines for Fiscal 2020 other than Mr. Tinggren, who had until February 2022 to meet the applicable requirements of the Share Ownership Guidelines and Messrs. Fraser and Singh, who joined the Board in September 2018 and have until September 2023 to meet the applicable requirements of the Share Ownership Guidelines. If elected to the Board of Directors, Mr. Hau will be required to comply with the Share Ownership Guidelines within five years of his election and as a result will have until September 2025 to meet the applicable requirements of the Share Ownership Guidelines.

Director Share Ownership-June 30, 2020

							Total Shares
			Value	Common		Value	(Units &
Director	DSUs		(DSU)	Shares	(Common Shares)	Common Shares)		Total Value
Fowlie, Randy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	97,012	$	4,121,069.76	206,000	$	8,750,880.00	303,012	$	12,871,949.76
Fraser, David . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13,594	$	577,473.12	-	$	0.00	13,594	$	577,473.12
Hamilton, Gail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	76,657	$	3,256,389.36	10	$	424.80	76,667	$	3,256,814.16
Jenkins, Tom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	116,896	$	4,965,742.08	2,258,804	$	95,953,993.92	2,375,700	$	100,919,736.00
Sadler, Steve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	92,312	$	3,921,413.76	135,000	$	5,734,800.00	227,312	$	9,656,213.76
Singh, Harmit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14,909	$	633,334.32	-	$	0.00	14,909	$	633,334.32
Slaunwhite, Mike . . . . . . . . . . . . . . . . . . . . . . . . . . . .	111,364	$	4,730,742.72	468,200	$	19,889,136.00	579,564	$	24,619,878.72
Stevenson, Kate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	91,829	$	3,900,895.92	52,615	$	2,235,085.20	144,444	$	6,135,981.12
Tinggren, C. Juergen . . . . . . . . . . . . . . . . . . . . . . . . .	23,438	$	995,646.24	-	$	0.00	23,438	$	995,646.24
Weinstein, Debbie . . . . . . . . . . . . . . . . . . . . . . . . . . .	106,564	$	4,526,838.72	20,000	$	849,600.00	126,564	$	5,376,438.72

See "Executive Compensation-Other Information With Respect to Our Compensation Program-Share Ownership Guidelines" for a description of the guidelines applicable to the CEO and other senior management and other details of the Share Ownership Guidelines.

Shareholder Engagement

The Company is committed to regular, transparent and active communication with its shareholders. Throughout the year, members of the Company's management team regularly engage with shareholders to ensure that the Company is addressing their questions and concerns and the Company believes that such communication is integral to pursuing its long-term strategic and business plans. This engagement is achieved by the Company through, among other things, holding its regular quarterly earnings conference calls that any shareholder may access and which are available on the Company's website, holding annual investor days, as well as arranging for one-on-one meetings with its significant institutional shareholders on a quarterly basis following such earnings calls, with such meetings being conducted in accordance with the Company's Disclosure Policy. Throughout the year the Company's CEO, CFO and Investor Relations senior leaders from time to time also meet with representatives of both current institutional shareholders as well as potential investors to discuss, among other things, the Company's business strategy, financial performance, governance practices, executive compensation, and various other matters. Those members of management also regularly attend and participate in analyst meetings and industry and investment community conferences. Management discusses with the Board any material concerns raised by its shareholders. The Company has had success engaging with its shareholders to understand their questions and concerns, and remains committed to these efforts on an ongoing basis.

56 - OPEN TEXT CORPORATION

The Company welcomes feedback from all shareholders, who can contact the Company's Investor Relations team by calling 519-888-7111 x82408 or by emailing [e-mail].

In addition, shareholders may communicate directly with our Board by writing to: Corporate Secretary, Open Text Corporation, 275 Frank Tompa drive, Waterloo, Ontario, Canada N2L 0A1. Open Text's Corporate Secretary reviews and promptly forwards communications to the directors as appropriate. Communication involving substantive accounting or auditing matters are forwarded to the Audit Committee Chair. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded such as, business solicitation or advertisements; product or service related inquiries; mass mailings; resumes or other job-related inquiries; spam; and overly hostile, threatening, potentially illegal or similarly unsuitable communications.

Succession Planning

The Company has a Succession Planning Policy for its Board of Directors which is administered by the Corporate Governance and Nominating Committee. The policy is reviewed at least annually by the Board of Directors.

In addition, as indicated in the Board Mandate, the Board reviews succession plans for the Chair, the CEO and other senior management of the Company on at least an annual basis. The succession planning review is done in conjunction with the Compensation Committee. The annual succession planning process includes the identification of internal candidates for senior management positions. Candidates are evaluated for ability to serve on an immediate or interim basis and for future leadership potential. Successors are identified in order to coach and develop leadership skills in these candidates. Succession planning for management is also considered as part of our compensation process. Certain individuals who participate in our variable short-term incentive plan, including our Named Executive Officers, are required to consider succession matters and the identification and development of successors, as a component of their responsibilities.

Historically, in filling the CEO and other senior management positions, executive search firms have generally been engaged and, in certain cases, either a subcommittee of the Board was formed to assist with the process or the requisite committee would be consulted depending on the responsibilities of the senior management position.

Risk Oversight

The Board has overall responsibility for risk oversight. The Board is responsible for overseeing management's implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters. At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and disaster recovery plans), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company's risk management policies, and residual risks remaining after implementation of risk controls. In addition, each committee reviews and reports to the Board on risk oversight matters, as described below.

The Audit Committee oversees risks related to our accounting, financial statements and financial reporting process. On a quarterly basis, the Audit Committee also reviews reports provided by management on the risks inherent in the business of the Company, including those related to cybersecurity and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

The Compensation Committee oversees risks which may be associated with our compensation policies, practices and programs, in particular with respect to our executive officers. The Compensation Committee assesses such risks with the review and assistance of the Company's management and the Compensation Committee's external compensation consultants.

The Corporate Governance and Nominating Committee monitors risk and potential risks with respect to the effectiveness of the Board, and considers aspects such as director succession, Board composition and the principal policies that guide the Company's overall corporate governance.

2020 MANAGEMENT PROXY CIRCULAR - 57

The members of each of the Audit Committee, Compensation Committee, and the Corporate Governance and Nominating Committee are all "independent" directors within the meaning ascribed to it in Multilateral Instrument 52-110-AuditCommittees as well as the listing standards of NASDAQ, and, in the case of the Audit Committee, the additional independence requirements set out by the SEC.

All of our directors are kept informed of our business through open discussions with our management team, including our CEO, who serves on our Board. The Board also receives documents, such as quarterly and periodic management reports and financial statements, as well our directors have access to all books, records and reports upon request, and members of management are available at all times to answer any questions which Board members may have.

Board Committees

Membership on each committee of the Board as of August 5, 2020 is reflected in the chart below.

			Corporate Governance
	Audit(6)	Compensation	and Nominating
P. Thomas Jenkins(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark J. Barrenechea(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	√(3)(4)		√
Randy Fowlie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David Fraser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		√	√
Gail E. Hamilton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stephen J. Sadler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	√(4)
Harmit Singh . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	√(3)	√
Michael Slaunwhite . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	√(4)
Katharine B. Stevenson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Carl Jürgen Tinggren(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	√	√	√(3)
Deborah Weinstein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of meetings in Fiscal 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4	5	4

1. Chair of the Board
2. Vice Chair of the Board
3. Committee Chair
4. Financially literate for purposes of NI 52-110, as well as pursuant to the Listing Rules of NASDAQ and U.S. federal securities legislation.
5. Mr. Tinggren is not standing for re-election at the Meeting.
6. Following the Meeting, Mr. Robert Hau will be added to the Audit Committee if he is elected by shareholders at the Meeting.

58 - OPEN TEXT CORPORATION

BOARD COMMITTEES: SNAPSHOT

Each standing committee of the Board has the following risk oversight responsibilities and provides regular reports to the Board on at least a quarterly basis:

Audit Committee

Compensation

Committee

Corporate Governance and

Nominating

• reviewing financial reports prepared by management for the U.S. Securities and Exchange Commission and other regulatory bodies
• reviewing the Company's internal financial and accounting controls
• overseeing work performed by independent public accountants
• overseeing the Company's accounting and financial reporting processes
• recommending, establishing and monitoring procedures, including those relating to financial reporting risk management and disclosure
• establishing and monitoring procedures to facilitate complaints about accounting and auditing matters
• discharging the Board's responsibilities relating to executive compensation
• administering the Company's incentive compensation and equity plans
• assisting the Board with respect to management succession and development
• identifying individuals qualified to become members of the Board and recommending nominees to the Board
• establishing and reviewing corporate governance policies
• monitoring director orientation and adequacy of continuing education program for directors
• adopting a corporate code of business conduct and ethics applicable to all directors, officers and employees
• monitoring compliance with and periodically reviewing the Code of Business Conduct and Ethics

Audit Committee

The Audit Committee is currently comprised of Messrs. Randy Fowlie (Chair), Harmit Singh, and Carl Jürgen Tinggren, and Ms. Katharine Stevenson. Mr. Tinggren is not standing for re-election at the Meeting. Following the Meeting and assuming each of our director nominations are elected to the Board at the Meeting, membership in our Audit Committee is expected to be comprised of the following independent directors:

Messrs. Randy Fowlie (Chair), Harmit Singh, Robert Hau, and Ms. Katharine Stevenson.

Messrs. Fowlie, Singh, Tinggren, Hau and Ms. Stevenson are all independent and financially literate for purposes of NI 52-110, as well as pursuant to the listing standards of NASDAQ and U.S. federal securities legislation. The Board of Directors has determined that the Audit Committee has at least one financial expert, Mr. Fowlie, who qualifies as an "audit committee financial expert" as such term is defined in the U.S. Securities and Exchange Commission Regulation S-K, Item 407(d)(5)(ii). See the biographies of Messrs. Fowlie, Singh and Hau and Ms. Stevenson under "Matters to be Acted Upon at the Meeting-Election of Directors" for a description of the education and experience that is relevant to the performance of their responsibilities as Audit Committee members. The responsibilities, power and operation of the Audit Committee are set out in the Audit Committee Charter, a copy of which is available on the Company's website, www.opentext.com. The Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2020 is available on SEDAR at www.sedar.comand on EDGAR at www.sec.gov.

2020 MANAGEMENT PROXY CIRCULAR - 59

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is comprised of Ms. Deborah Weinstein (Chair), and Messrs. Randy Fowlie, David Fraser and Michael Slaunwhite, all of whom are independent. Following the Meeting and assuming each of our director nominations are elected to the Board at the Meeting, membership in our Corporate Governance and Nominating Committee is expected to remain the same.

The responsibilities, powers and operation of the Corporate Governance and Nominating Committee are set out in the committee charter, a copy of which is available on the Company's website, www.opentext.com.

As described in its charter, the Corporate Governance and Nominating Committee is responsible for, among other things, identifying and evaluating director candidates to the Board of Directors and recommending nominees for the Board of Directors.

Process for Identifying and Evaluating Director Nominees

The Corporate Governance and Nominating Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisers, through recommendations submitted by shareholders pursuant to applicable laws or through such other methods as the Corporate Governance and Nominating Committee deems to be helpful to identify candidates, including through ongoing consultation with current directors.

Once potential candidates have been identified, the Corporate Governance and Nominating Committee will confirm that the candidates meet all of the qualifications for director nominees set forth in applicable laws and the committee charter. The Corporate Governance and Nominating Committee gathers information about candidates through interviews, background checks, or any other means that the Corporate Governance and Nominating Committee deems to be helpful in the evaluation process. The Corporate Governance and Nominating Committee will then meet as a group to discuss and evaluate, among other things, the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; the competencies and skills that the Board considers each existing director to possess; and the competencies and skills each new nominee would bring to the boardroom. The Corporate Governance and Nominating Committee provides periodic updates to the Board on its process of identification and evaluation of director nominees. Based on the results of this evaluation process, the Corporate Governance and Nominating Committee will recommend for the Board's selection the nominee(s) for election to the Board.

Criteria Used to Consider Nominees to the Board

The Company evaluates each individual candidate in the context of the overall composition and needs of the Board. The objective of such evaluation is to recommend a group of directors that can best fulfill the duties of the Board as set forth in applicable law and in the charters of the Board and its committees, in order to lead to the success of the Company's business and represent shareholder interests using its diversity of experience, competence and skill. The Corporate Governance and Nominating Committee will consider these and other qualifications, skills and attributes when recommending candidates for the Board's selection as nominee(s) for the Board.

Compensation Committee

The Compensation Committee is currently comprised of Mr. Michael Slaunwhite (Chair), and Mses. Gail Hamilton and Deborah Weinstein. Following the Meeting and assuming each of our director nominations are elected to the Board at the Meeting, membership in our Compensation Committee is expected to remain the same.

The responsibilities, powers and operation of the Compensation Committee are set out in the committee charter, a copy of which is available on the Company's website, www.opentext.com.

As described in its charter, the Compensation Committee is responsible for, among other things, reviewing and recommending the form and adequacy of compensation arrangements for executive officers, having regard to associated risks and responsibilities, including administering the Company's equity plans.

60 - OPEN TEXT CORPORATION

As discussed above in "Executive Compensation Committee Report", the Compensation Committee obtains executive compensation data from third party providers of compensation data in the technology sector.

Further information regarding the activities and recommendations of the Compensation Committee is provided in the Compensation Committee Report.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee consist of Mr. Slaunwhite (Chair) and Mses. Hamilton and Weinstein. None of the members of the Compensation Committee have been or are an officer or employee of the Company, or any of our subsidiaries, or had any relationship requiring disclosure herein. None of our executive officers served as a member of the compensation committee of another entity (or other committee of the board of directors performing equivalent functions, or in the absence of any such committee, the entire board of directors) one of whose executive officers served as a director of ours.

Assessments

The Corporate Governance and Nominating Committee is responsible for assessing the effectiveness of the Board as a whole and the committees of the Board. Each director is required to complete, on an annual basis, a written evaluation with respect to: (i) the performance of the Board of Directors; (ii) the performance of committees; and

1. the contributions of other directors to the Board of Directors and its committees. The Corporate Governance and Nominating Committee reviews the evaluations with the Chair. The results of the evaluations are summarized and presented to the full Board of Directors. In addition, the Chair reviews with each director that director's peer evaluation findings.

Board Diversity and Term Limits

The Company, including the Corporate Governance and Nominating Committee, views diversity in a broad context and considers a variety of factors when assessing nominees for the Board. The Company has established a Board Diversity Policy recognizing that a Board made up of highly qualified directors from diverse backgrounds, including diversity of gender, age, race, sexual orientation, religion, ethnicity and geographic representation, is important.

In reference to the new disclosure requirements under the CBCA, the Company has not adopted a written policy that specifically relates to the identification and nomination of women, aboriginal peoples in Canada, persons with disabilities and members of visible minorities (the "Designated Groups") for election as directors. As discussed above, the Board Diversity Policy of the Company includes consideration of broader categories of diversity beyond those of the Designated Groups but which encompass the Designated Groups and which the Board of Directors considers to be better aligned to achieve the range of perspectives, experience and expertise required by the Company. As of the date of this Circular, for each of the four Designated Groups, the Company has not established a specific target number or percentage, nor a specific target date by which to achieve a specific target number or percentage of members of each Designated Groups on the Board, as we consider a multitude of factors, including skills, experience, expertise, character and the Company's objective and challenges at the time in determining the best nominee at such time. As of the date of this Circular, there are currently three women on the Board which represents approximately 27% of the current Board and of the director nominees, and 33% of the current independent Board members. One director self- identified to the Company as a person with disabilities.

The Company has not set term limits for independent directors because it values the cumulative experience and comprehensive knowledge of the Company that long serving directors possess. The Company does not have a director retirement policy, however the Corporate Governance and Nominating Committee considers the results of its director assessment process in determining the nominees to be put forward. In conducting director evaluations and nominations, the Corporate Governance and Nominating Committee considers the composition of the Board and whether there is a need to include nominees with different skills, experiences and perspectives on the Board. This flexible approach allows the Company to consider each director individually as well as the Board composition generally to determine if the appropriate balance is being achieved. The proposed nomination of Mr. Hau, and onboarding of three new directors over the last three fiscal years, demonstrates the Company's focus on this approach.

2020 MANAGEMENT PROXY CIRCULAR - 61

Diversity in Executive Officer Positions

The Company is committed to a diverse and inclusive workplace, including advancing women to executive officer positions. The Company has not adopted specific objectives or targets regarding Designated Groups at the executive officer level, as we consider a multitude of factors, including skills, experience, expertise, character and the Company's objectives and challenges at the time in determining the best appointment at such time; however, the Company has adopted a formal written Global Employment Equity and Diversity Policy which expresses its commitment to fostering a diverse and inclusive workplace for all employees, regardless of culture, national origin, race, color, gender, gender identification, sexual orientation, family status, age, veteran status, disability, or religion, or other basis. The Company currently has one woman as a Named Executive Officer (20%) and as one of our executive officers part of the executive leadership team (ELT) (7%), while approximately 26% of existing positions on the senior leadership team (SLT), exclusive of our ELT, are held by women. In addition, two members of the ELT and SLT have self-identified to the Company as a visible minority. A principal objective of our Global Employment Equity and Diversity Policy is to support and monitor the identification, development and retention of diverse employees, including gender diversity at executive and leadership positions. We will continue to develop a sustainable culture of diversity and inclusion that provides all employees an opportunity to excel, and strive to present diverse slates of candidates for all our roles and mandate it for our senior leader positions.

Approach to Corporate Citizenship

OpenText views Corporate Citizenship as an important aspect of being a responsible business. The Corporate Citizenship program reflects the Company's belief that technology can be used for the greater good - and OpenText aspires to unlock its potential to advance societal goals and accelerate positive change. Further information on the Company's Corporate Citizenship Program, including the Company's inaugural Corporate Citizenship Report, is available on the Company's website at https://www.opentext.com/corporate-citizenship. Some highlights are summarized below.

2020 CORPORATE CITIZENSHIP SNAPSHOT

Governance • The Corporate Governance and Nominating Committee provides oversight for matters

Approachregarding sustainability and Corporate Citizenship, with the Executive Vice President, Chief Legal Officer and Corporate Development, Corporate Citizenship Team and Corporate Citizenship Steering Committee responsible for managing sustainability and Corporate Citizenship initiatives.

• OpenText has a system of processes, practices, and policies designed to ensure ethical conduct and workplace safety.
• This is codified in the Company's Code of Business Conduct and Ethics Policy.

Community	• OpenText and its employees are dedicated to responsible corporate citizenship.
Involvement	• The Company supports numerous initiatives, including education and innovation for global
	change, community involvement, charitable giving, and global disaster relief programs. Our
	corporate giving programs help ensure we direct our resources where the most impact will be
	made.
	• Through the OpenText Site Leader program, each global location is empowered to support
	initiatives that are most important to them and their communities, and employees are
	encouraged to become active members in our communities through volunteer days.

62 - OPEN TEXT CORPORATION

Environmental	•	OpenText is committed to protecting the environment and mitigating the adverse impacts
		of our business activities, which at a minimum means meeting all environmental laws,
		regulations and standards that apply to us.
	• OpenText promotes sustainable consumption by developing and promoting
		environmentally-sound technology to support our customers' digital transformations.
	• Wherever possible, OpenText promotes the efficient use of energy and natural resources,
		innovative solutions to reduce emissions or pollutants, and environmentally safe disposal
		methods.
	•	OpenText is committed to sustainable and ethical procurement and engages with its
		internal buying teams on the consideration of social and environmental issues within its
		supply chain and the vendors and suppliers it engages.
	• By transitioning to a Notice and Access method of distribution for proxy-related materials,
		OpenText is reducing the paper waste typically generated by printing.
People	•	OpenText has human rights policies and efforts focused on respecting the rights of all
		employees.
	• We encourage a healthy, safe, open, and inclusive working environment and fairness in our
		recruiting and development processes.
	• In addition to the Company's Code of Business Conduct and Ethics Policy, OpenText also
		maintains and adheres to a variety of supportive policies, including our Employment
		Equity & Diversity, Accommodation, and Workplace Safety and Security Policies.
	• OpenText offers a wide variety of group benefits, with programs customized to support
		employees and their families based on market practices in the jurisdictions of employment.
	• OpenText is frequently recognized as one of Canada's Top 100 Employers.
Business	•	OpenText is committed to conducting its business ethically and in compliance with the
Conduct		letter and spirit of all applicable laws (e.g. anti-bribery, corruption, insider trading, anti-
		money laundering laws) from a broad array of countries including the United States,
		Canada and the European Union ensuring ethical business conduct related to the transfer
		of goods and services.
	• OpenText is committed to conduct business fairly, to promote fair competition, and to hold
		itself accountable for its own ethical practices.
Data Privacy	•	OpenText has long maintained industry best practices for incorporating data and privacy
and Information		protection into our day-to-day activities, including the products and services we offer.
Security	• OpenText has implemented a wide range of measures to ensure the availability, integrity
		and confidentiality of data.

In addition, in order to address our employee health and safety in light of the COVID-19 pandemic, we are conducting business with substantial modifications to employee travel and work locations. Sales and marketing events and conferences have become virtual, and we have similarly modified interactions with customers and suppliers. We will continue to actively monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies and may take further actions that alter our business operations as may be required by governments, or that we determine are in the best interest of our employees, customers, partners, suppliers, and shareholders.

Additional Information

This Circular has been provided to each director of the Company, to the applicable regulatory authorities, to each shareholder entitled to notice of the Meeting and to the auditors of the Company. Upon request to the Secretary of the

2020 MANAGEMENT PROXY CIRCULAR - 63

Company at 275 Frank Tompa Drive, Waterloo, Ontario N2L 0A1 or by facsimile to [phone], the Company will send to the person making such request, at a nominal charge, and in the case of a shareholder, without charge, a copy of:

1. the Company's current Annual Information Form (Annual Report on Form 10-K), together with one copy of any document, or the pertinent pages of any document, incorporated by reference therein;
2. the most recently filed comparative consolidated financial statements of the Company, together with the management's discussion and analysis of such financial results and the auditor's report thereon, and any interim financial statements of the Company that have been filed for any period after the end of its most recently completed financial year; and
3. this Circular.

Financial information for the Company's most recently completed fiscal year ended June 30, 2020 is provided in the Company's financial statements for the year ended June 30, 2020, and management's discussion and analysis of such financial results.

Additional information relating to the Company is available on SEDAR at www.sedar.comand on EDGAR www.sec.gov.

General

Unless otherwise stated, information contained herein is given as of the date hereof. The final date by which the Company must receive a proposal for any matter that a person entitled to vote at an annual meeting proposes to raise at the next annual meeting is May 10, 2021.

The Board of Directors of the Company has approved the contents and the sending of this Circular.

DATED as of the 5th day of August, 2020.

(signed) Michael F. Acedo

Corporate Secretary

64 - OPEN TEXT CORPORATION

SCHEDULE "A"

SAY-ON-PAY RESOLUTION

BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors of Open Text Corporation, that the shareholders accept the approach to executive compensation disclosed in Open Text Corporation's management information circular dated August 5, 2020.

2020 MANAGEMENT PROXY CIRCULAR - 65

SCHEDULE "B"

TEXT OF RESOLUTION REGARDING AMENDMENT TO

2004 STOCK PURCHASE PLAN

WHEREAS the Board of Directors of Open Text Corporation (the "Company") has approved the amendment to the Company's 2004 Stock Purchase Plan (the "Stock Purchase Plan") as described in the Company's management proxy circular dated August 5, 2020 (the "Circular"), subject to the approval of the holders of common shares (the "Common Shares") on the basis set out in the Circular;

BE IT RESOLVED THAT:

1. The amendment to the Company's Stock Purchase Plan to reserve for issuance an additional 4,000,000 Common Shares under the Stock Purchase Plan, as more particularly described under the heading "Amendment and Restatement of 2004 Employee Stock Purchase Plan" in the Circular, is hereby approved; and
2. Any director or officer of the Company is hereby authorized to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to the above resolution.

66 - OPEN TEXT CORPORATION

SCHEDULE "C"

OPEN TEXT CORPORATION

EMPLOYEE STOCK PURCHASE PLAN

As Amended September 14, 2020

Article 1 - Purpose

This amended Employee Stock Purchase Plan (the "Plan") is intended to encourage share ownership by all eligible employees of Open Text Corporation (the "Company"), a corporation governed by the laws of Canada, and each of its Participating Subsidiaries, so that they may participate in any future growth of the Company by acquiring or increasing their interest in common shares of the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company and its Participating Subsidiaries. The Plan is intended to constitute an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the "Code").

Article 2 - Definitions

The term "Affiliate" means any entity, other than a Subsidiary, that (a) directly or indirectly, is controlled by, controls or is under common control with, the Company, or (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.

The term "applicable law" means any applicable law, domestic or foreign, including without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments thereunder and the rules of each securities exchange or quotation system on which securities of the Company are listed and posted for trading.

The term "Average Market Price" on any date means (i) the weighted average trading price of the Common Shares on the trading day immediately preceding such day on the securities exchange or quotation system on which the greatest volume of trading of the Common Shares in that period has occurred, if the Common Shares are then traded on such securities exchange or quotation system; or (ii) the average of the closing bid and asked prices last quoted on the trading day immediately preceding such day by an established quotation service for over-the-counter securities, if the Common Shares are not traded on a national securities exchange or quotation system; or (iii) if the Common Shares are not publicly traded, the fair market value of the Common Shares on such date as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Shares in private transactions negotiated at arm's length.

The term "business day" means a day on which there is trading on the NASDAQ Global Select Market ("NASDAQ") or the securities exchange, including the Toronto Stock Exchange ("TSX"), on which the greatest volume of trading of the Common Shares in the respective period has occurred; and if neither is applicable, a day that is not a Saturday, Sunday or statutory holiday in the Province of Ontario.

The term "Canadian Participant" means a Participant who is regularly employed by the Company, a Subsidiary or an Affiliate in Canada.

The term "Code" means the U.S. Internal Revenue Code of 1986, as amended.

The term "Insider" means an insider of the Company or an Affiliate or Subsidiary as defined in the rules of the TSX Company Manual for the purpose of security-based compensation arrangements.

The term "Insider Trading Policy" refers to the insider trading policy of the Company, pursuant to which directors and certain officers and employees of the Company and Participating Subsidiaries are prohibited from trading in securities of the Company during regularly scheduled and additional periods referred to as "trading black-outsperiods".

2020 MANAGEMENT PROXY CIRCULAR - 67

The term "Offering" means an offer under the Plan of an option that may be exercised at the end of a Purchase Period as further described in Article 8. Unless otherwise specified by the Committee, each Offering under the Plan to the eligible employees of the Company or a Participating Subsidiary shall be deemed a separate Offering, even if the dates of the applicable Purchase Periods of each such Offering are identical, and the provisions of the Plan will separately apply to each Offering.

The term "Parent" means a "parent corporation" with respect to the Company, as defined in Section 424(e) of the Code.

The term "Participant" means an individual who is eligible as determined in accordance with Article 4 to participate in the Plan and who has complied with the provisions of Article 9.

The term "Participating Subsidiary" shall mean any present or future Subsidiary or Affiliate that is designated from time to time by the Board to participate in the Plan. The Board shall have the power to make such designation before or after the Plan is approved by the shareholders.

The term "securities exchange" means the NASDAQ or the TSX or, if the Common Shares are not then listed and posted for trading on the NASDAQ or the TSX, such other securities exchange on which such Common Shares are listed and posted for trading as may be selected for such purpose by the Committee.

The term "Subsidiary" means a "subsidiary corporation" with respect to the Company, as defined in Section 424(f) of the Code.

Article 3 - Administration of the Plan

The Plan will be administered by the Compensation Committee (the "Committee") of the Company's board of directors (the "Board"). Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. For any period during which no such committee is in existence, "Committee" shall mean the Board and all authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board, and the term "Committee" wherever used herein shall be deemed to mean the Board.

The Committee has authority at any time to: (i) adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are non-residents of Canada or employed outside of Canada); (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan; (iv) designate separate Offerings under the Plan; (v) decide all disputes arising in connection with the Plan; and (vi) otherwise supervise the administration of the Plan. All interpretations and decisions of the Committee shall be binding on all persons, including the Company and the Participants, unless otherwise determined by the Board. No member of the Board, the Committee or individual exercising administrative authority with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder.

Article 4 - Eligible Employees

All individuals classified as employees on the payroll records of the Company and each Participating Subsidiary are eligible to participate in any one or more of the Purchase Periods under the Plan, provided that as of the first business day of the applicable Purchase Period they are customarily employed by the Company or a Participating Subsidiary for more than twenty (20) hours a week, or any lesser number of hours per week established by the Committee (if required under applicable local law) for purposes of any separate Offering. Notwithstanding any other provision herein, individuals who are not classified as employees of the Company or a Participating Subsidiary for purposes of the Company's or applicable Participating Subsidiary's payroll system are not considered to be eligible employees of the Company or any Participating Subsidiary and shall not be eligible to participate in the Plan. Eligible employees who are Participants on the first business day of any Purchase Period shall receive their options as of such day. Individuals who become Participants after any date on which options are granted under the Plan shall be granted options on the first day of the next succeeding Purchase Period on which options are granted to eligible employees under the Plan.

68 - OPEN TEXT CORPORATION

In any event, no employee may be granted an option under the Plan if such employee, immediately after the option was granted, would be treated as owning shares possessing five percent or more of the total combined voting power or value of all classes of shares of the Company or of any Parent or Subsidiary. For purposes of determining ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and shares of the Company or any Parent or Subsidiary which the employee may purchase under outstanding options shall be treated as shares owned by the employee.

Article 5 - Shares Subject to the Plan

The shares subject to the options under the Plan shall be made available from either authorized but unissued common shares in the capital of the Company (the "Common Shares"), or from Common Shares purchased on the open market or otherwise by the trustee of a trust upon the direction of the Committee, or by an agent or broker designated by an administrator of the Plan appointed by the Committee. The aggregate number of Common Shares that may be issued under the Plan is 8,000,000, subject to adjustment as provided in Article 14. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased Common Shares subject thereto shall again be available under the Plan.

The maximum number of Common Shares of the Company issued to Insiders within any one year period, or issuable to Insiders at any time, under all security based compensation arrangements, shall not exceed ten percent of the number of the then issued and outstanding Common Shares of the Company.

Article 6 - Purchase Period

Purchase periods during which payroll deductions will be accumulated under the Plan shall consist of the six month periods commencing on January 1 and July 1, and ending on June 30 and December 31 of each calendar year, provided that the Committee may establish different purchase periods, from time to time, in advance of their commencement having a duration of three months to twenty-four months (each, a "Purchase Period" and collectively, the "Purchase Periods"). Contributions under the Plan shall be made by way of payroll deductions in accordance with Article 10.

Article 7 - Grant of Share Options

Twice a year, or as otherwise determined by the Committee, on the first business day of a Purchase Period, the Company will grant to each eligible employee who is then a Participant in the Plan an option exercisable on the last day of such Purchase Period (the "Purchase Date"), to purchase, at the Option Price hereinafter provided for, a maximum of 100,000 Common Shares in accordance with this Plan on the condition that such employee remains eligible to participate in the Plan throughout the remainder of such Purchase Period, or such other lesser maximum number of Common Shares as shall have been established by the Committee in advance of the Purchase Period; provided, however, that such option shall be subject to the limitations set forth below.

Each Participant's option shall be exercisable only to the extent of such Participant's accumulated payroll deductions on the Purchase Date. The option price will be 85 percent of the Average Market Price (as defined in Article

1. of the Common Shares on the Purchase Date, rounded up to the nearest cent (the "Option Price"). If a Participant's accumulated payroll deductions on the last day of the Purchase Period would enable a Participant to purchase more than the share limit provided under this Article 7, the excess of the amount of the accumulated payroll deductions over the aggregate Option Price of the Common Shares permitted to be purchased under the Plan shall be promptly refunded to the Participant by the Company, without interest. The foregoing limitation on the number of Common Shares subject to option and the Option Price shall be subject to adjustments as provided in Article 14.

No Participant under the Plan may be granted an option that permits the Participant's rights to purchase Common Shares under the Plan, and any other Section 423(b) employee stock purchase plans of the Company and its Parent and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such shares (determined on the option grant date or dates) for each calendar year in which the option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code. If the Participant's accumulated

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payroll deductions on the Purchase Date would otherwise enable the Participant to purchase Common Shares in excess of the Section 423(b)(8) limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions over the aggregate Option Price of the Common Shares actually purchased shall be promptly refunded to the Participant by the Company, without interest.

Article 8 - Exercise of Option

Each eligible employee who continues to be a Participant in the Plan on the Purchase Date shall be deemed to have exercised his or her option on such date and shall be deemed to have purchased from the Company such number of whole Common Shares reserved for the purpose of the Plan as the Participant's accumulated payroll deductions on such date will pay for at the Option Price, subject to the 100,000 Common Share limit of the option and the Section 423(b)(8) limitation described in Article 7. If the individual is not a Participant on the Purchase Date, then he or she shall not be entitled to exercise his or her option. Only whole Common Shares may be purchased under the Plan. Unused payroll deductions remaining in a Participant's account at the end of a Purchase Period by reason of the inability to purchase a fractional share shall be carried forward to the next Purchase Period.

Article 9 - Plan Enrollment

An eligible employee may elect to enter the Plan, at the discretion of the Committee, (i) through an electronic enrollment that provides required enrollment information requested by the Company, or (ii) by filling out, signing and delivering to the Company an authorization in a form specified by the Committee, in either case:

1. stating the percentage to be deducted regularly from the employee's Compensation (or contributed by other means to the extent permitted by the Committee);
2. authorizing the purchase of Common Shares for the employee in each Purchase Period in accordance with the terms of the Plan; and
3. specifying the exact name or names in which Common Shares purchased for the employee are to be issued as provided under Article 13 hereof.

Such enrollment or authorization must be received by the Company at least ten days before the first day of the next succeeding Purchase Period and shall take effect only if the employee is an eligible employee on the first business day of such Purchase Period, unless otherwise required by applicable law.

Unless a Participant completes a new election under Article 11 or withdraws from the Plan or no longer meets the eligibility requirements in Article 4, the deductions and purchases under the enrollment or authorization on file for the Participant under the Plan will continue automatically from one Purchase Period to succeeding Purchase Periods as long as the Plan remains in effect.

The Company will accumulate and hold for each Participant's account the amounts deducted from his or her pay. No interest will be paid on these amounts.

Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code or other applicable law.

Article 10 - Maximum Amount of Payroll Deductions

Each eligible employee may authorize payroll deductions in an amount (expressed as a whole percentage) not less than one percent and not more than fifteen percent of such employee's Compensation (as defined below) for each pay period. An amount equal to the elected percentage of the Participant's base salary plus any commissions and bonus, paid on a gross basis before any deduction for tax or other amounts ("Compensation") shall be deducted on each regular payday falling within the Purchase Period. All amounts will be calculated on the Participant's gross Compensation, and deducted from a Participant's net pay on an after-tax basis. The Company will maintain book accounts showing the amount of payroll deductions made on behalf of each Participant for each Purchase Period.

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Article 11 - Change in Payroll Deductions

A Participant may elect to increase or decrease his or her rate of payroll deduction by submitting an election (which may be in electronic form), at any time during a Purchase Period, in accordance with, and if and to the extent permitted by, procedures established by the Company from time to time, which may, if permitted by the Company, include a decrease to zero percent; provided, however, that unless determined otherwise by the Committee, a decrease to zero percent shall be a deemed withdrawal from the Plan. Any such election is subject to compliance with the Company's Insider Trading Policy and applicable trading black-out periods.

A Participant that stops payroll deductions in any Purchase Period in accordance with the foregoing or that withdraws from the Plan may not elect to participate further in the Plan until the next Purchase Period except with the written consent of the Company.

Article 12 - Withdrawal from the Plan

A Participant may withdraw from participation in the Plan (in whole but not in part) at any time, except, with respect to withdrawal from a Purchase Period, on the last day of the Purchase Period, in accordance with the procedures prescribed by the Committee by delivering a notice of withdrawal (which may be in electronic form) to the Company or a person designated by the Company. The Participant's withdrawal will be effective as of the next business day. Following a Participant's withdrawal, the Company will promptly refund the amount of the Participant's aggregate payroll deductions for that Purchase Period to him or her (after payment for any Common Shares purchased before the effective date of withdrawal), without interest. Partial withdrawals are not permitted. Any such withdrawal is subject to compliance with the Company's Insider Trading Policy and applicable trading black-out periods.

Such an employee may not begin participation again during the remainder of the Purchase Period, but may enroll in a subsequent Purchase Period in accordance with Article 9. The employee's re-entry into the Plan becomes effective at the beginning of such Purchase Period, provided that he or she is an eligible employee on the first business day of the Purchase Period.

Article 13 - Issuance of Common Shares to Custodial Accounts

The Common Shares purchased by Participants will be issued electronically by the Company's transfer agent to a Participant's custodial account as soon as practicable after each Purchase Date. Common Shares purchased under the Plan will be issued only in the name of the Participant or his or her nominee (or, if his or her authorization so designates, in the name of the Participant and another person of legal age as joint tenants with rights of survivorship or a nominee). The custodial account of Participants shall be maintained by a bank, broker-dealer or similar custodian that has agreed to hold such shares for the accounts of the respective Participants. A Participant or his or her legal representative may withdraw Common Shares from the Participant's custodial account at any time. Fees and expenses of the bank, broker- dealer or similar custodian shall be paid by the Company or allocated among the respective Participants in such manner as the Committee determines.

Article 14 - Adjustments

Upon the happening of any of the following described events, a Participant's rights under options granted under the Plan shall be adjusted as hereinafter provided.

In the event that the Common Shares shall be subdivided or consolidated into a greater or smaller number of shares or if, upon a reorganization, split-up, liquidation, recapitalization or the like of the Company, the Common Shares shall be exchanged for other securities of the Company, each Participant shall be entitled, subject to the conditions herein stated, to purchase such number of Common Shares or amount of other securities of the Company as were exchangeable for the number of Common Shares that such Participant would have been entitled to purchase except for such action, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, consolidated or exchange.

Upon the happening of any of the foregoing events, the class and aggregate number of Common Shares set forth in Article 5 hereof which are subject to options which have been or may be granted under the Plan and the limitations set

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forth in Articles 7 and 8 shall also be appropriately adjusted to reflect the events specified in the above paragraph. Notwithstanding the foregoing, any adjustments made pursuant to the above paragraph shall be made only after the Committee, based on advice of counsel for the Company, determines whether such adjustments would constitute a "modification" (as that term is defined in Section 424 of the Code). If the Committee determines that such adjustments would constitute a modification, or that such change will constitute a change requiring shareholder approval, it may refrain from making such adjustments.

If the Company is to be consolidated with or acquired by another entity in a merger, a sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board") shall, with respect to options then outstanding under the Plan, either (i) make appropriate provision for the continuation of such options by arranging for the substitution on an equitable basis for the shares then subject to such options either (a) the consideration payable with respect to the outstanding Common Shares in connection with the Acquisition, (b) shares of the successor corporation, or a parent or subsidiary of such corporation, or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not exceed the fair market value of the Common Shares subject to such options immediately preceding the Acquisition; or (ii) terminate each Participant's options in exchange for a cash payment equal to the excess of (a) the fair market value on the date of the Acquisition, of the number of Common Shares that the Participant's accumulated payroll deductions as of the date of the Acquisition could purchase, at an option price determined with reference only to the first business day of the applicable Purchase Period and subject to Code Section 423(b)(8) and fractional-share limitations on the amount of shares a Participant would be entitled to purchase, over (b) the result of multiplying such number of shares by such option price.

The Committee or Successor Board shall determine the adjustments to be made under this Article 14, and its determination shall be conclusive.

Article 15 - No Transfer or Assignment of Employee's Rights

An option granted under the Plan or a Participant's rights under the Plan may not be pledged, assigned, encumbered or otherwise transferred for any reason, except by will or laws of descent and distribution, and are exercisable during the Participant's lifetime only by the Participant. Any attempt to pledge, assign, encumber or transfer an option or any rights hereunder will be deemed to be an election by the Participant to withdraw from the Plan in accordance with Article 12.

Article 16 - Designation of Beneficiary

A Participant may file a written designation of a beneficiary who is to receive any Common Shares and cash, if any, from the Participant's account under the Plan in the event of such Participant's death subsequent to a Purchase Date on which the option is exercised but prior to delivery to him or her of such Common Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant's account under the Plan in the event of such Participant's death prior to the exercise of an option.

Such designation of beneficiary may be changed by the Participant (and his or her spouse, if any) at any time by written notice to the Company. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company shall deliver such Common Shares and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Common Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

Article 17 - Termination of Employee's Rights

Whenever a Participant ceases to be an eligible employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason before the Purchase Date for any Purchase Period, the option will automatically be terminated on the date that the Participant ceases to be an eligible employee except in the case of involuntary termination, in which case the option will automatically be terminated on the date that

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notice of termination of employment is delivered to the eligible employee, without regard to any notice, pay in lieu of notice, severance pay or similar compensation to which the eligible employee may be entitled, except as otherwise expressly required by applicable employment or labour standards legislation, and the Participant shall have no claim for damages in lieu or in respect of the termination of such option. In such event, the Company shall promptly refund the entire balance of the Participant's payroll deduction account, without interest, to such Participant or, in the case of such Participant's death, to his or her designated beneficiary, as if such Participant had withdrawn from the Plan in accordance with Article 12. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a Participant is on sick leave or other bona fide leave of absence, for up to 90 days, or for so long as the Participant's right to re-employment is guaranteed either by statute or by contract, if longer than 90 days.

This Plan does not, directly or indirectly, create any right for the benefit of any employee or class of employees to preferentially purchase any Common Shares under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company's right to terminate, or otherwise modify, an employee's employment at any time.

Article 18 - Special Rules

Notwithstanding anything herein to the contrary, the Committee may adopt special rules applicable to the employees of a particular Participating Subsidiary, whenever the Committee determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Participating Subsidiary has employees; provided that such rules are consistent with the requirements of Section 423(b) of the Code. Any special rules established pursuant to this Article 18 shall, to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants in the Plan.

Article 19 - Interest

No interest will accrue on the accumulated payroll deductions or other contributions permitted by the Committee of a Participant, except as may be required by applicable local law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all Participants in the relevant Offering under the Plan, except to the extent otherwise permitted by applicable law.

Article 20 - Termination and Amendments to Plan

The Plan may be terminated at any time by the Board but such termination shall not affect options then outstanding under the Plan. It will terminate in any case when all or substantially all of the unissued Common Shares reserved for the purposes of the Plan have been purchased. If at any time Common Shares reserved for the purpose of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase rights, the available Common Shares shall be allocated pro rata among Participants in proportion to the amount of payroll deductions accumulated on behalf of each Participant that would otherwise be used to purchase Common Shares, and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase Common Shares will be refunded, without interest.

The Committee or the Board may from time to time adopt amendments to the Plan provided that, without the approval of the shareholders of the Company, no amendment may (i) increase the number of Common Shares that may be issued under the Plan; (ii) provide for or increase the amount of any cash contribution that may be made by the Company to the purchase of Common Shares by any employee participating in the Plan; (iii) increase the maximum percentage of base salary during any pay period or the maximum dollar amount in any one calendar year that any eligible Participant may direct be contributed, pursuant to the Plan, towards the purchase of Common Shares on his or her behalf through payroll deductions; (iv) increase the Option Price discount as further described in Article 7; (v) increase the limits on the total number of Common Shares that may be acquired by any one individual under the Plan or any one Insider of the Company and the Insider's associates; (vi) change the eligible Participants in a manner that would have the potential for broadening or increasing the Insider participation in the Plan; or (vii) increase the limit on the total number of Common Shares that may be acquired by Insiders of the Company or acquired by Insiders within a one-year period.

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In addition, any modification or amendment to the Plan will be subject to the prior approval of the TSX to the extent that the Common Shares are listed on the TSX at the time of such proposed termination, modification or amendment.

Article 21 - Limits on Sale of Shares Purchased under the Plan

The Plan is intended to provide Common Shares for investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell Common Shares purchased under the Plan at any time the employee chooses, subject to compliance with any applicable federal, state and provincial securities laws and regulations; subject to any restrictions imposed under Article 25 to ensure that tax withholding obligations are satisfied; subject to compliance with the terms of the Company's Insider Trading Policy; and subject to compliance with any conditions imposed by the Committee or the Board under the Plan with respect to any subsequent purchases made by Participants under the Plan. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE COMMON SHARES.

Article 22 - Optionees Not Shareholders

Neither the granting of an option to a Participant nor the deductions from his or her pay shall constitute such Participant a shareholder of the shares covered by an option under the Plan until such shares have been purchased by and issued to him or her. Notwithstanding the foregoing, the Company shall deliver to each Participant under this Plan who does not otherwise receive such materials (a) a copy of the Company's annual financial statements, together with management's discussion and analysis of financial condition and results of operations for the fiscal year, and (b) a copy of all reports, proxy statements and other communications distributed to the Company's security holders generally.

Article 23 - Application of Funds

All funds received or held by the Company under the Plan may be combined with other corporate funds, and may be used for general corporate purposes.

Article 24 - Notice to Company of Disqualifying Disposition

By electing to participate in the Plan, each United States of America resident agrees to notify the Company in writing immediately after the Participant transfers Common Shares acquired under the Plan, if such transfer occurs within two years after the first business day of the Purchase Period in which such Common Shares were acquired. Each Participant further agrees to provide any information about such a transfer as may be requested by the Company or any Subsidiary in order to assist it in complying with the tax laws.

Article 25 - Withholding of Additional Taxes

By electing to participate in the Plan, each Participant acknowledges that the Company and its Participating Subsidiaries are required to withhold taxes with respect to the amounts deducted from the Participant's Compensation and accumulated for the benefit of the Participant under the Plan, and each Participant agrees that the Company and its Participating Subsidiaries may deduct additional amounts from the Participant's Compensation, when amounts are added to the Participant's account, used to purchase Common Shares or refunded, in order to satisfy such withholding obligations. Each Participant further acknowledges that when Common Shares are purchased under the Plan the Company and its Participating Subsidiaries may be required to withhold taxes with respect to all or a portion of the difference between the fair market value of the Common Shares purchased and their purchase price and any other taxable benefit arising from participation in the Plan, and each Participant agrees that such taxes may be withheld from Compensation otherwise payable to such Participant. It is intended that tax withholding will be accomplished in such a manner that the full amount of payroll deductions elected by the Participant under Article 9 will be used to purchase the Common Shares. However, if amounts sufficient to satisfy applicable tax withholding obligations have not been withheld from Compensation otherwise payable to any Participant, then, notwithstanding any other provision of the Plan, the Company may withhold such taxes from the Participant's accumulated payroll deductions and apply the net amount to the purchase of Common Shares, unless the Participant pays to the Company, prior to the Purchase Date, an amount sufficient to satisfy such withholding obligations. Each Participant further acknowledges that the Company and

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its Participating Subsidiaries may be required to withhold taxes in connection with the disposition of Common Shares acquired under the Plan and agrees that the Company or any Participating Subsidiary may take whatever action it considers appropriate to satisfy such withholding requirements, including deducting from Compensation otherwise payable to such Participant an amount sufficient to satisfy such withholding requirements or conditioning any disposition of Common Shares by the Participant upon the payment to the Company or such Participating Subsidiary of an amount sufficient to satisfy such withholding requirements. For purposes of this Article 25, "taxes" include all remuneration-related deductions, withholdings and contributions required by any governmental authority.

Article 26 - Governmental Regulations

The Company's obligation to sell and deliver Common Shares under the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. Common Shares shall not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery of the shares of Common Shares pursuant thereto shall comply with all applicable laws and regulations and the requirements of any stock exchange upon which the shares may then be listed.

Article 27 - Governing Law

The validity and construction of the Plan shall be governed by the laws of Ontario, without giving effect to the principles of conflicts of law thereof.

Article 28 - Approval of the Board and Shareholders of the Company

This Plan shall be effective as of the date it is approved by the holders of a majority of the Common Shares of the Company present or represented by proxy at the annual meeting of the shareholders of the Company, held after the date on which the Plan is adopted by the Board, and in a manner that complies with Section 423(b)(2) of the Code and applicable Canadian law. Notwithstanding the foregoing, the terms of this Plan shall not apply until Purchase Periods commencing on or after January 1, 2016, unless otherwise determined by the Committee.

Article 29 - Miscellaneous

All references to currency herein are to U.S. funds unless otherwise indicated.

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SCHEDULE "D"

TEXT OF RESOLUTION APPROVING AMENDMENT TO

THE COMPANY'S 2004 STOCK OPTION PLAN

WHEREAS the Board of Directors of Open Text Corporation (the "Company") has approved an amendment to the Company's 2004 Stock Option Plan (the "Stock Option Plan") as described in the Company's management proxy circular dated August 5, 2020 (the "Circular"), subject to the approval of the holders of common shares (the "Common Shares") on the basis set out in the Circular;

BE IT RESOLVED THAT:

1. The amendment to the Stock Option Plan to reserve for issuance an additional 6,000,000 Common Shares under the Stock Option Plan, as more particularly described under the heading "Amendment to the Company's 2004 Stock Option Plan" in the Circular, is hereby approved; and
2. Any director or officer of the Company is hereby authorized to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to the above resolution.

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SCHEDULE "E"

OPEN TEXT CORPORATION

(the "Company")

2004 STOCK OPTION PLAN

As amended September 14, 2020

1. PURPOSE OF THE PLAN

1.1 This 2004 Stock Option Plan has been established by the Company to provide long-term incentives to attract, motivate and retain certain key employees, officers and directors of, and consultants providing services to, the Company.

2. DEFINITIONS

2.1 In this Plan, the following terms have the following meanings:

"Affiliate" has the meaning ascribed to that term in the Securities Act (Ontario);

"Applicable Law" means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

"Associate" has the meaning ascribed to that term in the Securities Act (Ontario);

"Board" means the board of directors of the Company;

"Business Day" means any day other than a Saturday, a Sunday or a statutory holiday observed in the Province of Ontario;

"Company" means Open Text Corporation, its subsidiaries and their respective successors and assigns, and any reference in the Plan to action by the Company means action by or under the authority of the Board or any person or the Committee that has been designated for that purpose by the Company;

"Committee" means a committee, if any, created by the Board to administer the Plan pursuant to the provisions contained herein;

"Consultant" means a person providing on-going services to the Company excluding, for greater certainty, a Director of the Company;

"Date of Grant" of an Option means the date the Option is granted to a Participant under the Plan;

"Designated Number" has the meaning ascribed to it in Subsection 3.2(a) hereof;

"Designated Percentage" has the meaning ascribed to it in Subsection 3.2(c) hereof;

"Director" means a member of the Board;

"Earliest Exercise Date" has the meaning ascribed to it in Subsection 3.2(d) hereof;

"Effective Date" means the 26th day of October 2004, when this Plan was approved by the Board;

"Eligible Employee" has the meaning ascribed to it in Section 3.1 hereof;

"Exercise Notice" has the meaning ascribed to it in Subsection 3.5(a) hereof;

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"Expiry Time" means, in relation to an Option, 5:00 p.m. (Toronto time) on the Latest Exercise Date;

"Insider" means:

1. an insider as defined in the Securities Act (Ontario), other than a person who falls within that definition solely by virtue of being a director or senior officer of a subsidiary of the Company; and
2. an Associate of any person who is an insider by virtue of (i), above;

"ISO" has the meaning ascribed to it in Section 9.1 hereof;

"Latest Exercise Date" has the meaning ascribed to it in Subsection 3.2(e) hereof;

"Market Price" on any date means, in respect of the Shares, the closing price of the Shares on the trading day immediately preceding such date on the quotation system or stock exchange on which the greatest volume of trading of Shares has occurred on that trading day;

"Non-ExecutiveDirector" means any Director of the Company who is not an employee or officer of the Company or any Affiliate;

"Offeror" or "offeror" has the meaning ascribed to that term in the Securities Act (Ontario);

"Option" means a right granted under the Plan to a Participant to purchase Shares in accordance with the Plan;

"Option Price" has the meaning ascribed to it in Subsection 3.2(b) hereof;

"Option Year" in respect of an Option means the year commencing on the Earliest Exercise Date of the Option or on any anniversary of such date, and ending prior to or on the Latest Exercise Date;

"Original Security" has the meaning ascribed to it in Section 5.5 hereof;

"Outstanding Issue" means the aggregate number of Shares that are outstanding immediately prior to the Share issuance in question, excluding Shares which have been issued pursuant to Share Compensation Arrangements within the preceding one year period;

"Participant" means an Eligible Employee who has agreed to participate in the Plan on such terms as the Company may specify at the time he or she is designated as an Eligible Employee;

"Plan" means this 2004 Stock Option Plan, as amended and restated from time to time;

"Replacement Security" has the meaning ascribed to it in Section 5.5 hereof;

"Shares" means common shares of the Company, and include any shares of the Company into which such shares may be converted, reclassified, subdivided, consolidated, exchanged or otherwise changed, whether pursuant to a reorganization, amalgamation, merger, arrangement or other form of reorganization;

"Share Compensation Arrangement" means a stock option, stock option plan, stock purchase plan where the issuer provides financial assistance or matches the whole or a portion of the purchase price of the securities being purchased, stock appreciation rights involving the issuance of securities from treasury, or any other compensation or incentive mechanism involving the issuance or potential issuance of securities to one or more an employee, Insider or Consultant of the Company or any Affiliate, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guaranty or otherwise;

"Stock Exchange Rules" means the applicable rules of any stock exchange or quotation system upon which shares of the Company are listed or quoted, as applicable;

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"Take-overBid" means a take-over bid, as defined in the Securities Act (Ontario), which is a "formal bid" as defined in such Act, and which is made for all of the issued and outstanding Shares in the capital of the Company and may exclude

1. those Shares in the capital of the Company which are then owned by the offeror under such Take-over Bid, and/or
2. those Shares in the capital of the Company which the offeror under such Take-over Bid then otherwise has, directly or indirectly, the right to acquire.

"Unexercisable Shares" has the meaning ascribed to it in Subsection 3.5(b) hereof;

"US Optionee" has the meaning ascribed to it in Section 9.1 hereof;

"Value" on any date means the amount of the expense associated with the grant of an Option or Share Compensation Arrangement, as applicable, as determined in accordance with United States generally accepted accounting principles (as determined in accordance with the Black-Scholes option pricing model) and reflected in the financial statements of the Company; and

"Vesting Date" has the meaning ascribed to it in Subsection 3.2(c) hereof.

2.2 In this Plan, unless the context requires otherwise, references to the male gender include the female gender, words importing the singular number may be construed to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.

3. GRANT OF OPTIONS AND TERMS

1. The Company may, from time to time, designate one or more bona fide full-time employees of the Company, Consultants or Directors as "Eligible Employees" for the purposes of the Plan. If such a person agrees to participate in the Plan on such terms as the Company may specify at the time he or she is designated as an Eligible Employee, he or she shall become a Participant in the Plan.
2. The Company may, from time to time, grant an Option to a Participant to acquire Shares in accordance with the Plan. In granting such Option, subject to the provisions hereof, the Company shall designate,
3. 1. the maximum number (the "Designated Number") of Shares which the Participant may purchase under the Option;
   2. the price (the "Option Price") per Share at which the Participant may purchase his or her Shares under the Option, which price shall be determined by the Company in accordance with Section 3.3 hereof;
   3. a percentage of the Designated Number (the "Designated Percentage"), determined in accordance with Section 3.4 hereof, representing the maximum number of Shares that may be purchased by a Participant pursuant to the exercise of that Option in each year during the term of such Option, and the date after which such Shares may be purchased (the "Vesting Date"); provided that if a Participant exercises an Option and purchases fewer Shares than the Designated Percentage in any year during the term of the Option, any remaining portion of the Designated Percentage of Shares shall be available for purchase at any time subsequent to the Vesting Date for such Option and prior to the Expiry Time, in addition to Shares otherwise becoming available to the Participant for purchase after any subsequent Vesting Date.
   4. the earliest date (the "Earliest Exercise Date") on which the Option may be exercised, which may be the Date of Grant;
   5. the latest date (the "Latest Exercise Date") on which the Option may be exercised, which shall be no later than seven (7) years after the Date of Grant, provided that if at any time the Latest Exercise Date should be determined to occur either during a period in which the holder of the Option is restricted from trading in securities of the Company under the insider trading policy or other policy of the Company or within ten Business Days following such a period, the Latest Exercise Date shall be deemed to be the date that is the tenth Business Day following the date of expiry of such period; and
   6. with respect to Options granted pursuant to Section 9 hereof, whether the Option is intended to constitute an ISO.

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1. The Option Price in respect of an Option shall be determined by the Company, but shall be not less than the Market Price of the Company's Shares on the Date of Grant of the Option provided that if the Shares are not then traded on a stock exchange or on a quotation system, the Option Price shall be the fair market value of the Shares as determined in good faith by the Board.
2. The Designated Percentage in respect of an Option shall be determined by the Company in its sole discretion, however, if the Company does not specify otherwise, then the Designated Percentage shall be twenty-five percent (25%).
3. If a Participant should die and the circumstances specified in Section 3.6 had not occurred in relation to such Participant and such Participant, at the time of his or her death, held an Option(s) in respect of which the Expiry Time had not then occurred:
4. 1. in the case of each Option so held by the deceased Participant which had vested and was exercisable with respect to some or all of the Shares forming the subject matter thereof as at the date of the death of the deceased Participant, the legal representatives of the deceased Participant shall be entitled to send a notice in writing (an "Exercise Notice") to the Company advising that they wish to exercise such Option which notice, to be effective, must be actually received by the Company by no later than the earlier of 5:00 p.m. (Toronto time) on the date which is the 180th day following the date of the death of such deceased Participant and the Expiry Time, and must specify the number of Shares in respect of which such Option is wished to be exercised (provided that such exercise can only be in respect of up to that number of Shares that the deceased Participant could have exercised such Option as at the date of his or her death, subject to Subsection 3.5(b) hereof). In the event that:
   2. 1. an effective Exercise Notice is actually received by the Company by no later than the earlier of 5:00 p.m. (Toronto time) on the date which is the 180th day following the date of the death of such deceased Participant and the Expiry Time, then the Company shall issue to the estate of the deceased Participant that number of Shares as were specified in the Exercise Notice (provided that the maximum number of Shares which can be issued shall not exceed that number of Shares for which the deceased Participant could have exercised such Option as at the date of his or her death, subject to Subsection 3.5(b) hereof), which issuance shall occur as soon as practicable thereafter. If the Exercise Notice so received is in respect of less than the maximum number of Shares for which the deceased Participant could have exercised such Option as at the date of his or her death, such Option shall, subject to Subsection 3.5(b) hereof, in all respects cease and terminate and be of no further force or effect whatsoever as to such of the Shares in respect of which such Option had not been previously exercised; and
      2. an effective Exercise Notice is not actually received by the Company by the earlier of 5:00 p.m. (Toronto time) on the date which is the 180th day following the date of the death of such deceased Participant and the Expiry Time, such Option shall, subject to Subsection 3.5(b) hereof, in all respects cease and terminate and be of no further force or effect whatsoever as to such of the Shares in respect of which such Option had not been previously exercised;
   3. in the case of each Option so held by the deceased Participant which:
   4. 1. was not vested and was not exercisable with respect to all of the Shares forming the subject matter thereof as at the date of the death of the deceased Participant; and/or
      2. was not exercised on or prior to the earlier of 5:00 p.m. (Toronto time) on the date which is the 180th day following the death of such deceased Participant and the Expiry Time with respect to all of the Shares in respect of which it could have been exercised as at the date of the death of the deceased Participant,

(the Shares in respect of which such Option was then not exercisable or exercised being collectively referred to in this Subsection 3.5(b) as the "Unexercisable Shares") such Option may, with the prior written consent of the Company (which consent may be given or withheld by the Company in its sole and arbitrary discretion), be exercised by the deceased Participant's legal representatives with respect to up to that number of the Unexercisable Shares as the Company may, in its sole and arbitrary discretion, designate and

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advise such legal representatives of by notice in writing given within one year following the date of the death of the deceased Participant, provided that any such exercise is made by the deceased Participant's legal representatives pursuant to a written notice of exercise given by them to the Company on or prior to the earlier of 5:00 p.m. (Toronto time) on the date which is the 60th day following the giving of such notice by the Company and the Expiry Time and, if such a notice of exercise is given by the legal representatives of the deceased Participant, the Company shall issue to the estate of the deceased Participant that number of Shares as were specified in the notice of exercise, which issuance shall occur as soon as practicable thereafter.

3.6 (a) Except as otherwise provided in subsection 3.6(b) or in a written agreement with the Company, and approved by the Board, and subject to subsection 11.8, if a Participant:

1. resigns or is discharged as, or otherwise ceases to be, an employee or officer of the Company; or
2. was engaged as a Consultant and is not an employee or officer of the Company, and such Participant resigns from such engagement, the engagement is terminated or otherwise ceases to be so engaged,

immediately after the earlier of 5:00 p.m. (Toronto time) on the 90th day following the date of the occurrence of any such resignation, discharge, removal or termination other than by reason of death as contemplated in Section 3.5 (and without the requirement for any further act or formality including, without limitation, the giving of any notices) and the Expiry Time each and every Option granted to such Participant under the Plan, which has not been exercised by said time shall in all respects immediately cease and terminate and be of no further force or effect whatsoever as to the Shares in respect of such Option, regardless of whether or not such Option had vested with respect to such Shares. And for greater clarity, if the discharge, removal or termination is initiated by the Company, the date of occurrence means the date that the notice is given by the Company to the Participant.

1. Except as otherwise provided in a written agreement with the Company, and approved by the Board, and subject to subsection 11.8, if a Participant:
2. 1. is discharged or terminated as an employee or officer of the Company for cause; or
   2. was engaged as a Consultant and is not an employee or officer of the Company, and the engagement is terminated by the Company for cause or breach of duty,

immediately upon the occurrence of any such discharge, removal or termination other than by reason of death as contemplated in Section 3.5 (and without the requirement of any further act or formality including, without limitation, the giving of any notices) each and every Option granted to such Participant under the Plan, which had not been exercised prior to such occurrence, shall in all respects immediately cease and terminate and be of no further force or effect whatsoever as to Shares in respect of such Options, regardless of whether or not such Option had vested with respect to such Shares. And for greater clarity, the date of the occurrence of the discharge or termination, means the date that the notice is given by the Company to the Participant.

For greater certainty, the Company shall in its sole and absolute discretion determine whether "cause" or a "breach of duty" exists with respect to a discharge or termination.

1. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect the employment of any Eligible Employee with the Company.
2. The Company shall in its sole discretion, subject only to the terms of this Plan, determine the terms of all Options.

4. EXERCISE OF PARTICIPANTS' OPTIONS

1. Subject to earlier termination as provided for in Sections 3.5, 3.6 and 6.3, a Participant's Option shall terminate and may not be exercised after the Latest Exercise Date.
2. Other than as provided for in Sections 3.5, 3.6 and 6.3, the exercise of an Option under the Plan shall be made by notice to the Company in writing specifying and subscribing for the number of Shares in respect of which the Option is

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being exercised at that time and accompanied by a certified cheque or other means of cash payment satisfactory to the Company in the amount of the aggregate Option Price for such number of Shares. As of the day the Company receives such notice and such payment, the Participant (or the person claiming through him or her, as the case may be) shall be entitled to be entered on the share register of the Company as the holder of the number of Shares in respect of which the Option was exercised and as promptly as possible thereafter shall be delivered a certificate representing that number of Shares.

1. Upon the exercise of any Option, the Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy all federal, provincial, state and local withholding tax requirements, if any, prior to the delivery of any certificate or certificates for Shares.
2. Upon the disposition of any Shares acquired through the exercise of an Option, the Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy all federal, provincial, state and local withholding tax requirements, if any, as a condition to the registration of the transfer of such Shares on its books. Whenever payments are to be made under the Plan to the Company in cash or by certified cheque, such payments shall be net of any amount sufficient to satisfy all federal, provincial, state and local withholding tax requirements.

5. MAXIMUM NUMBER OF SHARES TO BE ISSUED UNDER THE PLAN

1. The maximum number of Shares which may be issued under Options granted and outstanding pursuant to this Plan by the Company to Participants is 39,200,000.
2. No Options shall be granted to any Participant if the total number of Shares issuable to such Participant under this Plan, together with any Shares reserved for issuance to such Participant under options for services or any other stock option plans, would exceed 5% of the then issued and outstanding Shares.
3. No Options shall be granted to any Participant if such grant could result, at any time, in:
4. 1. the aggregate number of Shares issuable to Insiders at any time and issued to Insiders within the one-year period prior to such time pursuant to Options or other Share Compensation Arrangements exceeding 10% of the then issued and outstanding Shares;
   2. the aggregate number of Shares reserved for issuance subsequent to December 7, 2006 pursuant to Options granted under this Plan or any other Share Compensation Arrangements in effect as of December 7, 2006 to Non-Executive Directors exceeding 0.49% of the then issued and outstanding Shares;
   3. the aggregate Value of Options granted under this Plan to, or any other Share Compensation Arrangements entered into with, a Non-Executive Director during any fiscal year of the Company exceeding $100,000; or
   4. the issuance to any one Insider and such Insider's Associates, within a one-year period, pursuant to Options or any other stock option plan of an aggregate number of Shares exceeding 5% of the then issued and outstanding Shares.
5. If any Option is terminated, cancelled or has expired without being fully exercised, any unissued Shares which have been reserved to be issued upon the exercise of the Option shall become available to be issued upon the exercise of Options subsequently granted under the Plan, provided that any such termination or cancellation of Options shall be conducted in accordance with the Stock Exchange Rules.
6. If an Option held by a Participant (an "Original Security") is terminated or cancelled (other than pursuant to Article 6), no new Option (a "Replacement Security") shall be granted to the Participant prior to the Latest Exercise Date of the Original Security unless the Option Price of the Replacement Security is equal to or greater than the Option Price of the Original Security.

6. ANTI-DILUTION AND TAKE-OVER BID PROVISIONS

6.1 Notwithstanding any other provision of the Plan, in the event of any change in the Shares by reason of any stock dividend, split, recapitalization, reclassification, amalgamation, arrangement, merger, consolidation, combination or

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exchange of Shares or distribution of rights to holders of Shares or any other form of corporate reorganization whatsoever, an equitable adjustment shall be made to any Options then outstanding and in the Option Price in respect of such Options. Such adjustment shall be made by the Board and, subject to Applicable Law, shall be conclusive and binding for all purposes of the Plan.

1. The Company shall not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Share that would, except for the provisions of this Section 6.2, be deliverable upon the exercise of any Option shall be cancelled and not be deliverable by the Company.
2. If a Take-over Bid is made, then, notwithstanding Subsections 3.2(c), (d) and (e) hereof, but subject to the other provisions of the Plan, the following shall apply:
3. 1. The Company may, in its sole and arbitrary discretion, give its express consent to the exercise of any Options which are outstanding at the time that such Take-over Bid was made regardless of whether such Options have vested in accordance with Subsection 3.2(c).
   2. If the Company has so expressly consented to the exercise of any Options outstanding at the time that such Take-over Bid was made, the Company shall, immediately after such consent has been given, give a notice in writing (a "Take-over Bid Notice") to each Participant then holding unexpired Options (whether vested or not) advising of the making of the Take-over Bid and such notice shall provide reasonable particulars of the Take-over Bid and shall specify that the Participant may conditionally exercise all or any portion of any such unexpired Options then held by the Participant in accordance with Subsection 6.3(c) below.
   3. If a Participant wishes to conditionally exercise any such Option, such exercise shall be made by notice in writing to the Company at any time during the period commencing on the date of the Take-over Bid Notice and ending on the date which is the earlier of the 10th day following the giving of the Take-over Bid Notice and the day immediately preceding the date specified in the Take-over Bid as the last date on which the offer therein provided for may be taken up. Such notice shall specify and conditionally subscribe for the shares (the "Specified Shares") issuable upon conditional exercise of such Option and shall be accompanied by a certified cheque or other means of cash payment satisfactory to the Company in the amount of the aggregate Option Price for such number of Specified Shares. The conditional exercise of the Option and the conditional subscription for the Specified Shares shall be conditional upon: (i) the Participant tendering the Specified Shares into the Take-over Bid, and (ii) the completion of the Take-over Bid on or before the expiry of the Take-over Bid (which shall include the irrevocable obligation of the offeror to take up and pay for all Specified Shares deposited under the Take-over Bid). Provided that, if necessary in order to permit such Participant to participate in the Take-over Bid, the Options so exercised shall be deemed to have been exercised and the issuance of the Specified Shares issuable upon such exercise shall be deemed to have been issued, effective as of the first Business Day immediately prior to the date on which the Take-over Bid was made.
   4. If, upon the expiry of the applicable Option exercise period specified in Subsection 6.3(c) above, the Take- over Bid is completed and a Participant did not, prior to the expiration of such exercise period, conditionally exercise the entire or any portion of the Option which such Participant could have exercised in accordance with the provisions of this Section 6.3, then, as of and from the expiry of such exercise period, the Participant shall cease to have any further right to exercise such Option, in whole or in part, and each such Option shall be deemed to have expired and shall be null and void.
   5. In no event shall the Participant be entitled to sell the Specified Shares otherwise than pursuant to a Take- over Bid.

7. LOANS OR GUARANTEES FOR LOANS TO PARTICIPANTS

7.1 Subject to Applicable Law, the Company may, at any time, in its sole discretion, arrange for the Company to make loans or provide guarantees for loans by financial institutions to assist Participants to purchase Shares upon the exercise of the Options so granted and to pay any tax exigible upon exercise of the Options. Such loans shall bear interest at such rates, if any, and be on such other terms as may be determined by the Company, provided however, that the repayment of such loans shall in each case be secured by the Shares purchased with the proceeds of such loans and shall not exceed the term of the Option and the Company shall, in its sole discretion, determine the procedures, documents and other steps necessary or desirable to secure the repayment of such loans with such Shares.

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8. ACCOUNTS AND STATEMENTS

8.1 The Company shall maintain records of the details of each Option granted to each Participant under the Plan, including the Date of Grant, Designated Number, the Option Price of each Option, the Vesting Date or Dates, the Latest Exercise Date or Dates, the number of Shares in respect of which the Option has been exercised and the maximum number of Shares which the Participant may still purchase under the Option. Upon request therefore from a Participant and at such other times as the Company shall determine, the Company shall furnish the Participant with a statement setting forth the details of his Options. Such statement shall be deemed to have been accepted by the Participant as correct unless written notice to the contrary is provided to the Company within thirty (30) days after such statement is given to the Participant.

9. OPTIONS GRANTED TO US RESIDENTS OR CITIZENS

9.1 Any Option granted under this Plan to a Participant who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a "U.S. Optionee") may be an incentive stock option (an "ISO") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the "Code"), but only if so designated by the Company in the agreement evidencing such Option. No provision of this Plan, as it may be applied to a US Optionee, shall be construed so as to be inconsistent with any provision of Section 422 of the Code. Grants of Options to US Optionees which are not ISO's may be granted pursuant to Section 3 hereof. Notwithstanding anything in this Plan contained to the contrary, the following provisions shall apply to ISO's granted to each US Optionee:

1. ISO's shall only be granted to US Optionees who are, at the time of grant, officers or key employees;
2. the aggregate fair market value (determined as of the time an ISO is granted) of the Shares subject to ISO's exercisable for the first time by a US Optionee during any calendar year under this Plan and all other Stock Option Plans, within the meaning of Section 422 of the Code, of the Company shall not exceed One Hundred Thousand Dollars in US funds (US $100,000); provided that options for Shares which exceed such aggregate fair market value shall not be void, but shall instead be options which are granted under Section 3 hereof and are not ISOs;
3. the Option Price for Shares under each ISO granted to a US Optionee pursuant to this Plan shall be not less than the fair market value of such Shares at the time the Option is granted, as determined in good faith by the Board at such time;
4. if any US Optionee to whom an ISO is to be granted under the Plan at the time of the grant of such ISO is the owner of shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company, then the following special provisions shall be applicable to the ISO granted to such individual:
5. 1. the Option Price (per Share) subject to such ISO shall not be less than one hundred ten percent (110%) of the fair market value of one Share at the time of grant; and
   2. for the purposes of this Section 9 only, the option exercise period shall not exceed five (5) years from the Date of Grant;
6. no Option may be granted hereunder to a US Optionee following the expiration of ten (10) years after the date on which this Plan is adopted by the Company or the date on which the Plan is approved by the shareholders of the Company, whichever is earlier; and
7. no Option granted to a US Optionee under the Plan shall become exercisable unless and until the Plan shall have been approved by the shareholders of the Company.

10. NOTICES

10.1 Any payment, notice, statement, certificate or other instrument required or permitted to be given to a Participant or any person claiming or deriving any rights through him or her shall be given by:

1. delivering it personally to the Participant or to the person claiming or deriving rights through him or her, as the case may be; or

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1. mailing it postage paid (provided that the postal service is then in operation) or delivering it to the address which is maintained for the Participant in the Company's records.

10.2 Any payment, notice, statement, certificate or instrument required or permitted to be given to the Company shall be given by mailing it postage prepaid (provided that the postal service is then in operation) or delivering it to the Company at the following address:

Open Text Corporation

275 Frank Tompa Drive,

Waterloo, Ontario

N2L 0A1
Attention:	Chief Financial Officer

10.3 Any payment, notice, statement, certificate or other instrument referred to in Sections 8.1 or 10.2 hereof, if delivered, shall be deemed to have been given or delivered on the date on which it was delivered or, if mailed (provided that the postal service is then in operation), shall be deemed to have been given or delivered on the second Business Day following the date on which it was mailed.

11. GENERAL

1. The Company shall have the power to, without approval by way of resolution of the holders of Shares unless otherwise stated, at any time and from time to time either prospectively or retrospectively, amend, suspend or terminate the Plan or any Option granted under the Plan, provided that:

1. any such amendment, suspension or termination is subject to any approvals required under Applicable Law;
2. no such amendment, suspension or termination shall be made at any time to the extent such action would materially adversely affect the existing rights of a Participant with respect to any then outstanding Option, as determined by the Company acting in good faith, without his or her consent in writing, except to the extent required by Applicable Law; and
3. any such amendment in respect of the following shall become effective only upon approval by way of resolution of the holders of Shares:
4. 1. any amendment to the maximum number of Shares specified in Section 5.1 in respect of which Options may be granted under the Plan (other than pursuant to Article 6);
   2. any amendment that would reduce the Option Price at which Options may be granted below the price provided for in Section 3.3 (other than pursuant to Article 6);
   3. any amendment that would allow a Replacement Security to be granted in a manner not currently permitted under Section 5.5;
   4. any amendment that would increase any of the percentage limits in Sections 5.2 or 5.3;
   5. any amendment that would increase the maximum term of an Option beyond seven years;
   6. any amendment that would extend the term of any outstanding Option to a date beyond the Latest Exercise Date;
   7. any amendment that would reduce the Option Price of an outstanding Option (other than pursuant to Article 6);
   8. any amendment that would permit assignments to persons not currently permitted under the Plan;
   9. any amendment to the definition of "Eligible Employee" or any defined term used therein that would expand the scope of the term "Eligible Employee"; and
   10. any amendment to this Section 11.1.

1. Notwithstanding section 11.1, the Company is prohibited from repricing any Option granted under the Plan.
2. 
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1. The Company shall have the power to make such rules and regulations for the administration of this Plan, and to interpret the provisions hereof and of such rules and regulations, as it shall in its sole discretion determine to be appropriate;
2. The determination by the Company of any question which may arise as to the interpretation or implementation of the Plan or any of the Options granted hereunder shall be final and binding on all Participants and other persons claiming or deriving rights through any of them.
3. The Plan shall enure to the benefit of and be binding upon the Company, its successors and assigns. The interest of any Participant under the Plan or in any Option shall not be transferable or alienable by him or her either by pledge, assignment or in any other manner whatsoever and, during his lifetime, shall be vested only in him or her, but shall thereafter enure to the benefit of and be binding upon the legal personal representatives of the Participant in accordance with the terms hereof.
4. The Company's obligation to issue Shares in accordance with the terms of this Plan and any Options granted hereunder is subject to compliance with Applicable Law. As a condition of participating in the Plan, each Participant agrees to comply with all such laws, rules and regulations and agrees to furnish to the Company all information and undertakings as may be required to permit compliance with such laws, rules and regulations.
5. No Participant shall have any rights as a shareholder in respect of Shares subject to an Option until such Shares have been paid for in full and issued.
6. No Participant or other person shall have any claim or right to be granted Options under the Plan. Neither the Plan nor any action taken thereunder shall interfere with the right of the employer of a Participant to terminate that Participant's employment at any time. Neither any period of notice nor any payment in lieu thereof upon termination of employment shall be considered as extending the period of employment for the purposes of the Plan, except as otherwise expressly required by applicable employment standards legislation.
7. The Board shall be entitled to make such rules, regulations and determinations as it deems appropriate under the Plan in respect of any leave of absence or disability of any Participant. Without limiting the generality of the foregoing, the Board shall be entitled to determine (i) whether or not any such leave of absence shall constitute a termination of employment within the meaning of the Plan, and (ii) the impact, if any, of any such leave of absence on awards under the Plan theretofore made to any Participant who takes such leave of absence (including, without limitation, whether or not such leave of absence shall cause any Options to expire and the impact upon the time or times such Options shall become exercisable).
8. This Plan and any Options granted hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
9. This Plan is hereby instituted and in effect as of the Effective Date, provided that (i) any Options granted prior to the approval of the Plan by the shareholders of the Corporation shall not be exercisable until such shareholder approval has been obtained, and (ii) the Plan and any Options granted under the Plan shall terminate the day after the next annual meeting of shareholders of the Corporation unless the Plan has been approved by shareholders at such meeting.

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Appendix I

OPTION AWARD AGREEMENT

THIS AGREEMENT is made effective as of the [insert date] day of [insert month], [insert year] (the "Date of Grant"), by and among Open Text Corporation (the "Company") and the undersigned Eligible Employee (the "Optionee") (collectively, the "Parties").

WHEREAS, the Company has adopted the 2004 Stock Option Plan (as amended September 14, 2020), as may be further amended from time to time (the "Plan"), in order to provide additional incentive to "Eligible Employees" of the Company (as defined in the Plan);

AND WHEREAS, the Company has determined to grant to the Optionee on the Date of Grant an Option, as provided herein, to encourage the Optionee's efforts toward the continuing success of the Company;

AND WHEREAS, the Award (as defined below) is evidenced by this Stock Option Award Agreement ("Award Agreement"), which together with the Plan, describes all the terms and conditions of the Award granted to the Optionee.

NOW, THEREFORE, the Parties agree as follows:

1. Grant of Award. The Company hereby grants to the Optionee, on the Date of Grant, a Stock Option (the "Option") to purchase [•] Shares of the Company (the "Award") at an exercise price of $[•] per Share (the "Option Price"), subject to the terms and conditions of this Award Agreement and the Plan.
2. Vesting: Term of Award. Shares in each period shall become vested as follows:

	Shares		Vest Type		Full Vest		Expiration
[Insert #]	[On Vesting Date]	[Insert date]	[Insert date]
[Insert #]	[On Vesting Date]	[Insert date]	[Insert date]
[Insert #]	[On Vesting Date]	[Insert date]	[Insert date]

1. Misconduct. The Optionee agrees to reimburse the Company, upon demand by the Company, for any gain realized on the vesting, exercise, sale, transfer or other disposition of any Option or Shares underlying such option, where the Board has determined that, as a direct or indirect result of fraud, wilful misconduct, gross negligence, including a material error in judgment (individually and collectively, "Misconduct") by the Optionee affecting the financial performance or financial statements of the Company, or the price of the Shares, or the number or fair market value of such Option or Shares underlying such option, was larger than it would have been in the absence of such Misconduct, Optionee shall reimburse the Company for its reasonable costs, including out-of-pocket expenses, incurred in recovering from Optionee the amount to be reimbursed to the Company.
2. No Right to Continued Employment.Nothing in this Award Agreement or the Plan shall interfere with or limit in any way the right of the Company to terminate the Optionee's employment, nor confer upon the Optionee any right to continuance of employment by the Company or continuance of services to the Company.
3. Withholding of Taxes.Upon the exercise of an Option, the Company shall have the right to require the Optionee to remit to the Company an amount sufficient to satisfy all federal, provincial, state and local withholding tax requirements, if any, prior to the delivery of any certificate or certificates for Shares.
4. Optionee Bound by Plan; Award Subject to Terms of Plan.The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. This Award Agreement shall be construed in accordance and consistent with, and is subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference), as well as any and all determinations, policies, instructions, interpretations and rules of the Board in connection with the Plan. Except as otherwise expressly set forth herein, the capitalized terms used in this Award Agreement shall have the same definitions as set forth in the Plan.
5. Modification of Agreement.The Board may make amendments or changes to this Award Agreement, subject to the terms and conditions of the Plan.

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1. Severability.Should any provision of this Award Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Award Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
2. Governing Law.The validity, interpretation, construction and performance of this Award Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3. Resolution of Disputes.Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Award Agreement or the Plan shall be determined by the Board in its sole discretion. Any determination made hereunder shall be final, binding and conclusive on the Optionee, the Optionee's heirs, executors, administrators, successors and any other person claiming through the Optionee and the Company for all purposes.
4. Entire Agreement.This Award Agreement and the terms and conditions of the Plan constitute the entire understanding between the Parties, and supersede all other agreements, whether written or oral, with respect to the Award. In the event of any disagreement or inconsistency between the terms of this Award Agreement and the Plan, the terms of the Plan have priority over this Award Agreement.
5. Headings.The headings of this Award Agreement are inserted for convenience only and do not constitute a part of this Award Agreement.

OPEN TEXT CORPORATION

By:

Name:

Title:

OPTIONEE

Name:

88 - OPEN TEXT CORPORATION

SCHEDULE "F"

Open Text Corporation

(the "Company")

BOARD MANDATE

As approved by the Board of Directors on August 5, 2020

1) PURPOSE

The members of the Board of Directors (the "Board") of the Company have the duty to supervise the management of the business and affairs of the Company. The Board, directly and through its committees and its Chair (and, if applicable, its Lead Director), shall provide direction to senior management, generally through the Chief Executive Officer, to pursue the best interests of the Company.

The Board shall have the functions and responsibilities set out below. In addition to these functions and responsibilities, the Board shall perform such duties as may be required by applicable law and any binding requirements of any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company, as are in effect from time to time. While the Board maintains oversight of the Company's operations, it delegates to the Chief Executive Officer and senior management of the Company the responsibility for day-to-day management of the Company. The Board discharges its oversight responsibilities both directly and through its committees.

2) COMPOSITION, QUALIFICATIONS AND INDEPENDENCE

Matters concerning the membership and organization of the Board (including: the number; qualifications and remuneration of directors; residency requirements; quorum requirements; and appointment of a Chair) are as established by the Company's governing statute and the by-laws and resolutions of the Company and are conducted in consultation with relevant board committees, as appropriate.

The Corporate Governance and Nominating Committee is responsible for recommending candidates for Board membership to the Board, in accordance with the Charter of the Corporate Governance and Nominating Committee. Each director must have an understanding of the Company's business, operations and financial objectives, plans and strategies and financial position and performance. The Board will also take into account additional qualities and skills in its selection of directors, including those set forth in Section B of Appendix A to the Charter of the Corporate Governance and Nominating Committee Charter Governing Director Nominations. Directors must have sufficient time to carry out their duties and not assume roles that would materially interfere with such director's obligations to the Company. Each director is expected to advise the Chair prior to accepting any invitation to serve on another corporate board or with any governmental advisory or not-for-profit/charitable organization and, at the request of the Chair, the Corporate Governance and Nominating Committee shall evaluate the continued appropriateness of Board membership under the proposed new circumstances and, if necessary, make a recommendation to the Board as to any action to be taken with respect to continued Board membership.

At least a majority of members of the Board shall qualify as independent directors in accordance with applicable provisions of National Instrument 58-101-Disclosureof Corporate Governance Practices, the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, the applicable rules of any exchange upon which securities of the Company are traded, or any other governmental or regulatory body exercising power or authority over the Company. For a director to qualify as independent, the Board must affirmatively determine that the director has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. If at any time less than a majority of directors is independent, the Board shall consider possible steps and processes to facilitate its exercise of independent judgment in carrying out its responsibilities.

If at any time the Chair of the Board is not independent, the Board shall appoint an independent director as a Lead Director and consider other possible steps and processes to ensure that independent leadership is provided for the Board. The responsibilities and duties of the Lead Director, if required, shall be set out in a position description and shall be reviewed with the assistance of the Corporate Governance and Nominating Committee, as appropriate.

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At least annually, the Board, with the assistance of the Corporate Governance and Nominating Committee, shall assess the current composition, organization and effectiveness of the Board as a whole and the committees of the Board in light of applicable requirements, including considering the appropriate size of the Board and its committees, and the effectiveness of individual board and committee members.

3) RESPONSIBILITIES AND DUTIES

The Board shall have the functions and responsibilities set out below and may delegate any such responsibilities to a Committee of the Board. In addition to these functions and responsibilities, the Board shall perform such duties as may be required by the requirements of any stock exchanges on which the Company's securities are listed and all other applicable laws.

1. Ethics and Integrity-On an annual basis, the Board shall: (i) review the recommendations of the Corporate Governance and Nominating Committee regarding the adequacy of the Code of Business Conduct and Ethics and compliance with, and any waivers or violations of, the Code by employees, directors or officers; (ii) satisfy itself as to the integrity of the Chief Executive Officer and other executive officers; and (iii) satisfy itself that the Chief Executive Officer and other executive officers create a culture of integrity throughout the organization.
2. Strategic Planning-At least annually, the Board shall review and, if advisable, approve the Company's strategic planning process and short- and long-term strategic and business plans prepared by management. In discharging this responsibility, the Board shall review the plan in light of management's assessment of emerging trends, the competitive environment, capital markets, risk issues, and significant business practices and products. At least annually, the Board shall review management's implementation of the Company's strategic and business plans. The Board shall review and, if advisable, approve any material amendments to, or variances from, these plans.
3. CEO Position Description-The Board shall develop and approve a position description for the Company's Chief Executive Officer that includes the roles and responsibilities of the Chief Executive Officer, including corporate goals and objectives that the Chief Executive Officer has responsibility for meeting, and the basis upon which the Chief Executive Officer is to interact with and report to the Board. At least annually, with the assistance of the Compensation Committee, the Board shall review this position description and such goals and objectives.
4. Risk Management-The Board is responsible for overseeing management's implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters. At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and disaster recovery plans), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company's risk management policies, and residual risks remaining after implementation of risk controls.
5. Human Resources-At least annually, the Board shall review, with the assistance of the Compensation Committee, the Company's approach to human resource management and executive compensation.
6. Succession Planning-At least annually, the Board shall review, with the assistance of the Corporate Governance and Nominating Committee and the Compensation Committee, appointment and succession plans for the Chair of the Board, the Chief Executive Officer and senior management of the Company.
7. Corporate Governance-At least annually, the Board shall, with the assistance of the Corporate Governance and Nominating Committee: (i) review the Company's approach to corporate governance; and (ii) evaluate the Board's ability to act independently from management in fulfilling its duties.
8. Financial Information-The Board shall, with the assistance of the Audit Committee, review (i) at least annually in connection with the Company's Annual Report on Form 10-K, reports provided by management on the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended), including whether such internal control is effective, and any material weaknesses in such internal control, and (ii) at least quarterly in connection with the Company's Quarterly Reports on Form 10-Q, and change in the Company's internal control over financial reporting that occurred during the last completed fiscal quarter that has materially affected, or is likely to materially affect, the Company's internal control over financial reporting. The Board shall decide all matters relating to earnings guidance.

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1. Controls and Procedures-At least quarterly in connection with the Company's Quarterly Reports on Form 10-Q, the Board shall, with the assistance of the Audit Committee, review reports provided by management on the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the last completed fiscal year.
2. Communications-The Board shall periodically review the Company's overall communications strategy, including measures for receiving and addressing feedback from the Company's shareholders.
3. Shareholders-The Company endeavours to keep its shareholders informed of its progress through an annual report, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and periodic press releases. The Company shall maintain a website that is regularly updated and provides investors with documents and information on the Company as may be required by applicable laws and any binding requirements of any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company.
4. Disclosure-The Board has adopted a Disclosure Policy for the Company. At least annually, the Board shall review management's compliance with the Company's Disclosure Policy. The Board shall, if advisable, approve material changes to the Company's Disclosure Policy.
5. Director Development and Evaluation-At least annually, the Board shall, with the assistance of the Corporate Governance and Nominating Committee, review the adequacy of the orientation and continuing education program for members of the Board. The Chair shall review with each new member: (i) certain information and materials regarding the Company, including the role of the Board and its Committees; and (ii) the legal obligations of a director of the Company. Directors shall be allocated a continuing education budget so that they may increase their knowledge and skills.

4) COMMITTEES OF THE BOARD

1. Committees Established-The Board has established an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. The Board may establish other Board committees or, subject to applicable law, merge or dispose of existing Board committees to the extent permissible by any regulatory body exercising authority over the Company.
2. Committee Charters-The Board has approved charters for the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The Board has delegated to each of its committees those responsibilities set out in each committee's charter. Each charter shall be reviewed periodically and at least annually, and based on recommendations of the relevant committee and the Chair of the Board, be approved by the Board together with such updates as are considered appropriate.
3. Position Descriptions for Committee Chairs-The Board shall approve and review annually position descriptions for the Chair of each of the committees of the Board. Generally, each Chair of a committee shall be responsible for developing and implementing the annual work plan of the committee and for communicating with management, the Board and independent advisors, where required, as well as for overseeing the process, duties and responsibilities, reporting and any other functions set out in the committee's charter.
4. Delegation to Committees-The Board has delegated for approval or review the matters set out in each Board committee's charter and may further delegate matters to such committees from time to time. As required, the Board shall consider for approval the specific matters delegated for review to Board committees.
5. Committee Reporting to Board-To facilitate communication between the Board and its committees, each committee Chair shall provide a report to the Board on material matters considered by the committee at the next Board meeting after each meeting of the committee.
6. Review of Committees-The Board shall annually evaluate the performance, and review the work, of its committees.

5) MEETINGS

1. General-The rules and regulations relating to the calling and holding of and proceedings at meetings of the Board shall be those established by the Company's governing statute and the by-laws and resolutions of the Company.

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1. Secretary and Minutes-The Corporate Secretary, his or her designate or any other person the Board requests, shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.
2. Meetings of Independent Directors-The Board shall hold scheduled meetings, or portions of regularly scheduled meetings, of the independent directors at which members of management are not present at each meeting of the Board and from time to time as otherwise necessary.

6) INDIVIDUAL DIRECTOR RESPONSIBILITIES

In order to facilitate the Board fulfilling its role, each director is expected to:

1. Ethics and Conflicts of Interest-Comply with the Code of Business Conduct and Ethics and business conduct that governs the behavior of members, directors and officers, including advising the Board of any conflicts, or potential conflicts, of interest in accordance with the Company's Code of Business Conduct and Ethics and abstaining from voting on matters in which the director has an interest.
2. Attendance and Preparedness-Attend and actively participate in regularly scheduled meetings of the Board and of the shareholders and of any committee of which the director is a member and to have prepared for the meetings by, at a minimum, reviewing in advance of the meeting the materials delivered in connection with the meeting. The attendance record of individual directors at meetings of the Board will be disclosed in the Company's proxy circular as required by applicable law.
3. Best Practices-Strive to perform his or her duties, including complying with his or her fiduciary duties, in keeping with corporate governance practices adopted by the Company and the policies of the Company.

7) ACCESS TO INFORMATION AND PERSONNEL

In its discharge of the foregoing duties and responsibilities, the Board shall have free and unrestricted access at all times, either directly or through its duly appointed representatives, to officers and employees of the Company and to the relevant books, records and systems of the Company as considered appropriate.

8) INDEPENDENT ADVICE

The Board may seek, retain and terminate accounting, legal, consulting or other expert advice from a source independent of management, at the expense of the Company, as it may from time to time deem necessary or advisable for its purposes.

9) BOARD REVIEW OF MANDATE

At least annually, the Board shall, with the assistance of the Corporate Secretary and the Corporate Governance and Nominating Committee, review and assess the adequacy of this Mandate and, as necessary, revise the Mandate.

In accordance with NI 58-101, the text of this mandate shall be included in the Company's management proxy circular for each annual meeting of the Company's shareholders.

This Mandate is intended as a component of the flexible governance framework within which the Board of Directors, assisted by its committees, directs the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company's Articles and By-Laws, it is not intended to establish any legally binding obligations.

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