OPEN TEXT CORPORATION
Majority Voting Policy for Director Elections
In connection with all meetings of shareholders of the Company at which Directors are to be elected, theCompany shall provide forms of proxy that provide shareholders with the option of voting for or against
the election of each individual nominee of the Company to the Board of Directors.
In accordance with amendments to the Canada Business Corporations Act, and the regulations promulgatedthereunder to come into effect on August 31, 2022 (such Act, regulations and amendments and any future
amendments thereto collectively referred to as the “CBCA”), a nominee for election as a Director in anuncontested election that does not receive a greater number of votes for their election than votes against
their election (a “Majority Against Vote”) shall not be elected as a Director. In certain prescribedcircumstances, the CBCA permits the Board of Directors to appoint a nominee as a Director
notwithstanding a Majority Against Vote.
The CBCA further provides that an incumbent Director who was a nominee in an uncontested election thatwas not elected during the election as a result of a Majority Against Vote may continue in office until theearlier of (i) the 90th day after the day of the election, and (ii) the day on which their successor is appointed
or elected. This policy shall apply to a Director that receives a Majority Against Vote and who continues
as a Director in accordance with the foregoing provision of the CBCA. An “uncontested election” shallmean an election in which the number of nominees for Director shall be equal to the number of Directors
to be elected. In a contested election, this policy shall not apply and nominees shall be elected by plurality
voting.
In an uncontested election of Directors, any nominee for Director who receives a Majority Against Voteshall tender their resignation to the Chair of the Board of Directors immediately following the Company’s
annual meeting, such resignation to be effective upon acceptance by the Board of Directors. The Corporate
Governance & Nominating Committee shall promptly consider such tendered resignation and recommend
to the Board of Directors the action to be taken with respect to such tendered resignation. The
recommendation of the Corporate Governance & Nominating Committee may be, among other things, to(i) accept the resignation; or (ii) defer acceptance of the resignation until the earlier of 90 days after date of
the Majority Against Vote or the day on which a replacement Director with certain necessary qualifications
held by the subject Director can be identified and appointed to the Board of Directors; provided that, in theabsence of exceptional circumstances that would support the deferred acceptance of the resignation, theCorporate Governance & Nominating Committee shall recommend the acceptance of the resignation.
In considering the deferred acceptance of the resignation, the Corporate Governance & Nominating
Committee is authorized to consider all factors it deems relevant to the best interests of the Company andin accordance with applicable law and stock exchange rules. If any Director who tenders their resignation
pursuant to this policy is a member of the Corporate Governance & Nominating Committee, they shall notparticipate in any portion of a meeting of that Committee in which it considers the decision to recommend
to the Board of Directors whether their resignation shall be accepted. However, such Director shall remain
active and engaged in all other Corporate Governance & Nominating Committee activities, deliberations
and decisions during this Corporate Governance & Nominating Committee process. If each member of theCorporate Governance & Nominating Committee receives a Majority Against Vote in the same election, orif a sufficient number of Corporate Governance & Nominating Committee members receives a Majority
Against Vote in the same election such that the Corporate Governance & Nominating Committee no longer
has a quorum, then the independent directors of the Board of Directors shall establish a committee
composed of the independent Directors who did not receive a Majority Against Vote to consider theresignation offers and recommend to the Board of Directors whether to accept them, provided that if fewerthan two independent Directors did not receive Majority Against Votes in the same election, the Board ofDirectors shall establish a committee composed of all independent Directors to consider the resignation
offers and recommend to the Board of Directors whether to accept them. Any such committee establishedin accordance with this paragraph shall comply with the provisions in this policy that are otherwise
applicable to the Corporate Governance & Nominating Committee, and any such committee together withthe Corporate Governance & Nominating Committee shall be collectively referred to as the “Committee”
in the policy.
If the Committee recommends that the Board of Directors immediately accept the tendered resignation, theCommittee shall also recommend to the Board of Directors whether to fill the vacancy resulting from theresignation through an appointee of the Board or at the next annual meeting of shareholders or at a special
meeting of shareholders, or to reduce the size of the Board of Directors.
The Board of Directors shall act on the Committee’s recommendation in respect of a resignation tenderedpursuant to this policy within 90 days following the date of the Majority Against Vote. In considering theCommittee’s recommendation, the Board of Directors will consider the factors considered by theCommittee and such additional information and factors that the Board of Directors considers to be relevant.
Any Director who tenders their resignation pursuant to this policy shall not participate in any portion of ameeting of the Board of Directors in which it considers whether their resignation shall be accepted but shallbe eligible to be counted for the purpose of determining whether the Board has quorum. Following theBoard of Directors’ decision on the acceptance of the resignation, the Board of Directors shall promptly
disclose, via press release, a copy of which shall be provided to the Toronto Stock Exchange and NASDAQ
Stock Exchange, its decision whether to accept the Director’s resignation. If a resignation is accepted, theBoard of Directors may (i) leave the resultant vacancy in the Board of Directors unfilled until the next
annual meeting of shareholders of the Company; (ii) fill the vacancy through the appointment of a Director
whom the Board of Directors 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 of Directors to fill the vacant position.
The Board of Directors may at any time in its sole discretion supplement or amend any provision of thispolicy in any respect, repeal the policy in whole or part or adopt a new policy relating to Director elections
with such terms as the Board of Directors determines in its sole discretion to be appropriate, subject toapplicable law or stock exchange rules. The Board of Directors will have the exclusive power and authority
to administer this policy, including without limitation the right and power to interpret the provisions of thispolicy and make all determinations deemed necessary or advisable for the administration of this policy. Allsuch actions, interpretations and determinations which are done or made by the Board of Directors in goodfaith will be final, conclusive and binding.