Open Text Corporation(the “Company”)
CHARTER OF THE AUDIT COMMITTEE
As approved by the Board of Directors on July 31, 2024A.

PURPOSE AND SCOPE
The primary functions of the Audit Committee (the “Committee”) are to:a)assist the Board of Directors (the “Board”) in fulfilling its responsibilities byreviewing the financial reports prepared by management of the Company for filingwith the Securities and Exchange Commission (“SEC”) and other Regulatory
Bodies (as defined below), and dissemination to the Company's shareholders andto the general public, and the Company's internal financial and accounting controls
established by management of the Company,b)

appoint, compensate and retain the Company’s independent public accountants,c)oversee the work performed by any independent public accountants, including theirconduct of the annual audit and engagement for any other services, and review their
qualifications and independence,d)oversee the accounting and financial reporting processes of the Company asestablished by the Company’s management and the audits of the financial
statements of the Company conducted by the Company’s independent public
accountants,e)recommend, establish and monitor procedures, including without limitation thoserelating to financial reporting risk management and those designed to improve thequality and reliability of the disclosure of the Company’s financial condition andresults of operations,f)establish and monitor procedures designed to facilitate:g)i)the receipt, retention and treatment of complaints relating to accounting,internal accounting controls or auditing matters, andii)

the receipt of confidential or anonymous submissions by employees ofconcerns regarding questionable accounting or auditing matters,

assist the Board with respect to the Company’s compliance with legal andregulatory requirements;

h)engage advisors as necessary, andi)

distribute relevant funding provided by the Company regarding the payment of the
independent public accountants, any advisors engaged by the Committee andordinary administrative expenses of the Committee.

B.

COMPOSITION AND MEETINGS

1.

The Committee shall be comprised of a minimum of three directors as appointed by the
Board of Directors. Each member of the Committee shall:a)meet the applicable independence and/or audit committee composition
requirements set forth in Multilateral Instrument 52-110 – Audit Committees of
the Canadian Securities Administrators and the rules and regulations of the SEC,
including the criteria for independence set forth in Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended, and be independent as defined under
the NASDAQ Listing Standards and meet the independence and/or audit committee
composition requirements, as applicable, of any other governmental or regulatory
body exercising authority over the Company (each a “Regulatory Body” andcollectively, the “Regulatory Bodies”), as in effect from time to time (collectively,“Applicable Requirements”), andb)

not have participated in the preparation of financial statements of the Company or
any current subsidiary of the Company at any time during the past three years.

2.

A majority of the members of the Committee shall constitute a quorum at any meetingof the Committee, but in no case shall a quorum be comprised of less than two members of
the Committee, and the action of a majority of those present, after determining a quorum,shall be the act of the Committee.

3.

All members of the Committee shall be “financially literate”, which is defined as having
a basic understanding of finance and accounting and having the ability to read andunderstand fundamental financial statements, including a balance sheet, cash flow
statement and income statement, that present a breadth and level of complexity ofaccounting issues that are generally comparable to the breadth and complexity of theissues that can reasonably be expected to be raised by the Company’s financial
statements. At least one member of the Committee shall have employment experience infinance or accounting, requisite professional certification in accounting, or othercomparable experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight responsibilities. Further, at least
one member of the Committee shall qualify as an “audit committee financial expert”(as such term is defined by Item 407(d)(5)(ii) of Regulation S-K under the U.S. Securities
Act of 1933, as amended).

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4.

The Committee shall ensure that all necessary and proper disclosures shall be made in all
applicable filings with the SEC and other Regulatory Bodies as to composition of theCommittee. Committee members may enhance their familiarity with finance andaccounting by participating in education programs conducted by the Company or an
outside consultant at the Company’s expense. Independence and financial literacy are to
be determined by the Board of Directors in accordance with Applicable Requirements.

5.

The members of the Committee shall be appointed by the Board at the meeting of theBoard of Directors following each annual meeting of shareholders and shall serve until
their successors shall be duly elected or until their earlier death, resignation,
disqualification or removal. The Board may fill a vacancy in the membership of theCommittee and remove a member of the Committee at any time for any reason. Unless a
Chair is elected by the full Board, the members of the Committee may designate a Chairby majority vote of the full Committee membership. In the absence of the Chair at aduly convened meeting, the Committee shall select a temporary substitute from amongits members.

6.

The Committee shall undertake a self-assessment on an annual basis.

7.

The Committee shall meet on a regularly-scheduled basis at least four times per year or
more frequently as circumstances dictate. At the invitation of the Committee, members of
the Company’s management, senior personnel of the Company’s internal audit function
and others may attend Committee meetings as the Committee considers necessary or
desirable. The Company’s independent public accountants are entitled to attend and beheard at each Committee meeting. The Committee shall hold executive sessions without
management present at each Committee meeting. All independent directors may attend
Committee meetings, provided that directors who are not members of the Committee
shall not be entitled to vote, nor shall their attendance be counted as part of the quorum of
the Committee.

8.

The Chair, any member of the Committee, the Company’s independent public
accountants, the Chair of the Board or the Chief Executive Officer or Chief Financial
Officer may call a meeting by notifying the Company’s Corporate Secretary who will
notify members of the Committee. Ordinarily, meetings of the Committee should be
convened with no less than seven days’ notice having been given. In exceptional
circumstances the requirement for notice can be waived subject to the formal consent
of no less than the number of Committee members that constitutes a quorum of theCommittee or instruction by a resolution of the Board.

9.

The Committee shall report its actions to the members of the Board and the Corporate
Secretary of the Company and keep written minutes of its meetings which shall berecorded and filed with the books and records of the Company. Minutes of each meeting
will be made available to the members of the Board and the Secretary of the Company.

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C.

RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Committee shall:

Document Review
1.

Review and assess the adequacy of this Charter periodically as conditions dictate, but
at least annually (and recommend changes to the Board for its approval, if and whenappropriate).

2.

Review the Company’s annual consolidated audited financial statements, the auditors’
report thereon and the related financial disclosures, including management’s discussion andanalysis of the Company’s financial condition and results of operations (the “MD&A”) prior
to their filing as part of the Annual Report on Form 10-K, including:a)the audit reports of the Company’s financial statements and management’s
assessment of internal control over financial reporting, the management representation
letter, the “Memorandum Regarding Accounting Procedures and Internal Control”
or similar memorandum prepared by the Company’s independent accounting firm,
any other pertinent reports and management’s responses concerning suchmemorandum;b)

the qualitative judgments of the independent auditors about the appropriateness, notjust the acceptability, of accounting principles and financial disclosure practices
used or proposed to be adopted by the Company;c)the selection and application of the Company’s critical accounting policies;d)the review of any material changes in accounting policies and any significant
changes in accounting practices and their impact on the financial statements aspresented by management;e)the methods used to account for significant unusual transactions;f)any litigation claim or other contingency that could have a material effect on the
Company’s financial statements;g)

the effect of significant accounting policies in controversial or emerging areas forwhich there is a lack of authoritative guidance or consensus;h)management’s process for formulating sensitive accounting estimates and thereasonableness of these estimates;
significant recorded and unrecorded audit adjustments;

i)

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j)

any material accounting issues among management and the independentaccounting firm; andk)other matters required to be communicated to the Committee under applicable
auditing standards by independent auditors.

After such review and discussion, the Committee shall recommend to the Board whether
such annual consolidated audited financial statements and related MD&A should be
included in the Company’s Annual Report on Form 10-K. The Committee shall also
review the Company’s quarterly financial statements, the independent public accountants’review report thereon and the related MD&A and shall recommend to the Board whether
such financial statements and related MD&A should be included in the Company’squarterly SEC filings on Form 10-Q. The Committee shall also review any other financial
reports and filings as may be deemed appropriate by the Committee or required by anyother Regulatory Body (including financial disclosure in a prospectus or other securities
offering document of the Company, press releases disclosing, or based upon, financial resultsof the Company including earnings releases and any other material financial disclosure,including financial guidance provided to analysts, rating agencies or otherwise publicly
disseminated) and shall recommend to the Board whether such other financial reports orfilings should be included in any external filing.
3.

On a quarterly basis, review reports provided by management on the risks inherent in thebusiness of the Company (including appropriate crisis preparedness, business continuity,
information system controls, cybersecurity programs and risks, and disaster recovery
plans), the appropriate degree of risk mitigation and risk control, overall compliance withand the effectiveness of the Company’s risk management policies, and residual risks
remaining after implementation of risk controls. The Committee shall report to the Board
with respect to risk oversight undertaken.

4.

Take steps designed to ensure that the independent public accountants review the
Company’s interim financial statements prior to their inclusion in the Company’squarterly reports on Form 10-Q and such other financial reports and filings as may berequired by any other Regulatory Body.

5.

Review any forward-looking financial information prepared by management of theCompany that is proposed to be publicly disseminated.

Independent Accounting Firm
6.

Have the responsibility to recommend for appointment by shareholders, and the soleauthority and direct responsibility for the compensation and oversight of, any independent
public accounting firms engaged for the purpose of preparing or issuing an audit reportor performing other audit, review or attest services for the Company, and each such
independent public accounting firm must report directly to the Committee. The authorityof the Committee shall include ultimate authority to approve all audit engagement fees andterms.

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7.

Approve in advance any and all audit services and permissible non-audit services tobe performed by the independent accounting firm (in accordance with Applicable
Requirements) and adopt and implement policies for such pre-approval.

8.

At least annually, review a summary of the independent accounting firm’s annual audit
plan. The Committee shall consider and review with the auditors any material changes tothe scope of the plan.

9.

Determine funding necessary for compensation of any independent accounting firms andnotify the Company of anticipated funding needs of the Committee.

10.

Instruct the independent public accountants that it should report directly to the Committee
on matters pertaining to the work performed during its engagement and on mattersrequired by the Applicable Requirements.

11.

On at least an annual basis, receive from the independent accounting firm a formal written
statement identifying all relationships between the independent accounting firm and theCompany consistent with the applicable requirements of the Public Company Accounting
Oversight Board (the “PCAOB”) and/or the applicable Rules of Professional
Conduct/Code of Ethics adopted by the order of chartered accountants to which it belongs
and the Applicable Requirements. The Committee shall actively engage in a dialogue with
the independent accounting firm as to any disclosed relationships or services that may
impact its objectivity and independence and take any other action considered appropriate
to satisfy itself of the independence of the independent accounting firm. The Committee
shall establish policies for ensuring receipt from the independent accounting firm of aformal written statement of independence prior to engagement, and then on at least anannual basis, and take appropriate action to oversee the independence of the independentaccounting firm.

12.

On an annual basis, discuss with representatives of the independent accounting firm thematters required to be discussed by PCAOB Auditing Standard No. 16 Communications
with Audit Committee, as it may be modified or supplemented, or any other applicablestandards of the PCAOB.

13.

Evaluate the qualifications and performance of the independent accounting firm andconsider the discharge of the independent accounting firm when circumstances warrant.

14.

Review and approve policies for the Company’s hiring of partners and employees orformer partners and employees of t h e independent accounting firm.

15.

At least annually, review the qualifications and performance of the lead partner(s) of the
independent accounting firm. The Committee shall obtain a report from the independentaccounting firm annually verifying that the lead partner has served in that capacity for no
more than five fiscal years of the Company and that the engagement team collectively
possesses the experience and competence to perform an appropriate audit.

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16.

When a change of auditors is proposed, review all issues related to the change, including
the information required to be disclosed by applicable legal requirements and the planned
steps for an orderly transition.

17.

Review all reportable events, including disagreements, unresolved issues andconsultations with the Company’s independent accounting firm, whether or not there is
to be a change of auditors. Receive and review all reports prepared by the independentaccounting firm.

Financial Reporting Processes
18.

19.

In consultation with the Company’s management and the independent public accountants,
review annually the adequacy of the Company's internal control over financial reportingand consider, in particular:a)the effectiveness of, or weakness or deficiencies in: the design or operation of theCompany’s internal controls (including computerized information system controls
and security), the overall control environment for managing business risks, andaccounting, financial and disclosure controls (including, without limitation, controls
over financial reporting), non-financial controls, and legal and regulatory controls
and the impact of any identified weaknesses in internal controls on management’s
conclusions,b)

any significant changes in internal control over financial reporting that are
disclosed, or considered for disclosure, including those in the Company’s periodic
regulatory filings,c)any material issues raised by any inquiry or investigation by the Company’s
regulators,d)the Company’s fraud prevention and detection program, including deficiencies ininternal controls that may impact the integrity of financial information, or may
expose the Company to other significant internal or external fraud losses and theextent of those losses and any disciplinary action in respect of fraud taken against
management or other senior employees who have a significant role in financial
reporting, ande)

any related significant issues and recommendations of the independent public
accountants together with management’s responses thereto, including thetimetable for implementation of recommendations to correct weaknesses ininternal controls over financial reporting and disclosure controls.

Require the Company’s Chief Executive Officer and Chief Financial Officer to submit areport to the Committee prior to the filing of the Annual Report on Form 10-K or a
Quarterly Report on Form 10-Q, which is based on their evaluation of internal control
over financial reporting, and which discloses:

7a)

any and all significant deficiencies and material weaknesses in the design andoperation of the internal controls over financial reporting which are reasonably
likely to adversely affect the Company's ability to record, process, summarize, andreport financial data;b)

any significant changes in internal control over financial reporting; andc)any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company's internal control over financial
reporting.

The Committee shall direct the actions to be taken and/or make recommendations to theBoard of actions to be taken, to the extent such report indicates the finding of any
significant deficiencies in internal control over financial reporting or fraud.
20.

At least quarterly, in connection with the Company’s Quarterly Reports on Form 10-Q and
Annual Report on Form 10-K, assist the Board with reviewing reports provided bymanagement on the effectiveness of the Company’s disclosure controls and procedures (asdefined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as ofthe end of the last completed fiscal quarter.

21.

The Committee shall review reports from the Company’s Corporate Secretary and othermanagement members on: legal compliance matters that may have a material impact on
the Company, the effectiveness of the Company’s compliance policies, and any material
communications from regulators. The Committee shall review management’s evaluationof and representations relating to compliance with specific applicable law and guidance,and management’s plans to remediate any deficiencies identified.

22.

The Committee shall (a) regularly review the Company’s critical accounting policies
and accounting estimates resulting from the application of these policies, (b) inquire atleast annually of both the Company’s management, accounting group and the
independent accounting firm as to whether either has any concerns relative to thequality or aggressiveness of management’s accounting policies, (c) review with theindependent public accountants alternative accounting treatments that have been
discussed with management, (d) review with management any significant changes in
GAAP, as well as emerging accounting and auditing issues, and their potential effects, and(e) review with management matters that may have a material effect on the financial
statements.

Internal Audit
23.

In relation to the internal audit function of the Company, the Audit Committee shall:a)provide oversight of the internal audit function’s objectives, its mission,
responsibilities, independence, performance and annual plan;8b)review and evaluate the effectiveness of the internal audit function; andc)on a regular basis, meet with the head of the internal audit function without othermembers of management present, review with the internal auditor any significant
difficulties or disagreements with management the internal auditor may haveencountered including, without limitation, any restrictions on the scope of activities
or access to required information, and any significant issues raised in reports tomanagement prepared by the internal auditing department and management’s
responses thereto.

Compliance
24.

25.

With the assistance of the Corporate Governance and Nominating Committee, establish
procedures in compliance with applicable law for:a)the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters; andb)the confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.

Investigate any allegations that any officer or director of the Company, or any other person
acting under the direction of any such person, took any action to fraudulently influence,
coerce, manipulate, or mislead any independent public or certified accountant engaged in
the performance of an audit of the financial statements of the Company for the purposeof rendering such financial statements materially misleading and, if such allegations prove
to be correct, take or recommend to the Board of Directors appropriate disciplinary action.

Reporting
26.

Prepare, in accordance with the rules of any Regulatory Body, a written report of the Audit
Committee to be included in the Company's annual management proxy circular and formof proxy for each annual meeting of shareholders.

27.

Advise the Company’s management of the need to disclose in its Annual Report on
Form 10-K and its Quarterly Reports on Form 10-Q, the approval by the Committee of
any non-audit services performed by the independent public accountants, and review thesubstance of any such disclosure and the considerations relating to the compatibility ofsuch services with maintaining the independence of the accounting firm.

Conflicts of Interest
28.

Review the Company’s policies relating to the avoidance of conflicts of interest and review
and approve all payments to be made pursuant to any related party transactions involving
executive officers and members of the Board, as required by any Regulatory Body. The

9Committee shall consider the results of any review of these policies and procedures by theCompany’s independent accounting firm.
Access to Management and Independent Advice
29.

The Committee shall have unrestricted access to the Company’s management andemployees and the books and records of the Company and, from time to time may holdunscheduled or regularly scheduled meetings or portions of meetings in executive
session or otherwise with the Company’s independent public accountants, the Chief
Financial Officer, the Chief Executive Officer or the Chief Legal Officer and Corporate
Secretary.

30.

The Committee may conduct or authorize investigations into or studies of matters within
the Committee’s scope of responsibilities and duties as described above, and may seek,
retain and terminate accounting, legal, consulting or other expert advice from a source
independent of management, at the expense of the Company, with notice to either the
Chair of the Board or the Chief Executive Officer of the Company, as deemed appropriateby the Committee. In furtherance of the foregoing, the Committee shall have the soleauthority to retain and terminate any such consultant or advisor to be used to assist in
the evaluation of such matters and shall have the sole authority to approve the consultant
or advisor’s fees and other retention terms.

Disclosure of Charter
31.

This Charter shall be (1) published in the Company’s annual report, information circularor annual information form as required by law, and (2) be posted in an up-to-date format
on the Company’s web site.

While the Committee has the responsibilities and powers set forth in this Charter, it is not
the duty of the Committee to plan or conduct audits, to establish the Company’s accounting
and financial reporting systems, or to determine that the Company's financial statements arecomplete and accurate and are in accordance with generally accepted accounting principles.
This Charter is intended as a component of the flexible governance framework within
which the Board, assisted by its committees, directs the affairs of the Company. While itshould 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 obligation.

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