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

PURPOSE AND SCOPE

The primary function of the Corporate Governance and Nominating Committee (the“Committee”) is to assist the Board of Directors (the “Board”) of the Company in fulfilling its
responsibilities by: (i) identifying individuals qualified to become members of the Board andrecommending to the Board nominees for election as directors at the next annual meeting ofshareholders, (ii) establishing and reviewing corporate governance policies, (iii) adopting a
corporate code of business conduct and ethics applicable to all directors, officers and employees(a “Code of Business Conduct and Ethics”), and (iv) monitoring compliance with andperiodically reviewing the Code of Business Conduct and Ethics.
B.

COMPOSITION AND MEETINGS

1.

The Committee shall be comprised of a minimum of two directors as appointed by the
Board. Each member of the Committee shall meet any independence requirements of
National Policy 58-201 – Corporate Governance Guidelines of Canadian Securities
Administrators, the SEC, and be independent as defined under the NASDAQ ListingStandards, and meet any independence requirements of any exchange upon which
securities of the Company are traded, or any governmental or regulatory body exercisingauthority over the Company (each a “Regulatory Body” and collectively the “Regulatory
Bodies”), and each member of the Committee shall be free from any relationship that,in the opinion of the Board, would interfere with the exercise of his or her independentjudgment as a member of the Committee. A majority of the members of the Committee
shall constitute a quorum at any meeting of the Committee, but in no case shall a quorum becomprised of less than two members of the Committee, and the action of a majority of
those present (or all members if only two members form the Committee), after determining
a quorum, shall be the act of the Committee.

2.

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 appointed or until their earlier, death, resignation,
disqualification or removal. The Board may fill a vacancy in the membership of theCommittee and remove a member at any time for any reason. Unless a Chair is electedby the full Board, the members of the Committee may designate a Chair by majority
vote of the full Committee membership. In the absence of the Chair at a duly convened
meeting, the Committee shall select a temporary substitute from among its members.
The Board shall annually review the Committee’s performance.

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3.

The Committee shall meet as necessary, but at least twice each year, to enable it to fulfill
its responsibilities and duties as set forth herein. The Chair of the Committee may fromtime to time invite employees or officers of the Company or others to attend Committee
meetings and provide pertinent information as the Committee may request on the issues
being considered. The Committee shall hold executive sessions without management
present at each Committee meeting.

4.

Meetings may be called by the Chair of the Committee or at the request of any memberof the Committee or any member of the Board.

5.

The Committee shall report its actions to the members of the Board and the Secretaryof the Company and keep written minutes of its meetings which shall be recorded and filedwith the books and records of the Company. Minutes of each meeting will be madeavailable to the members of the Board and the Secretary of the Company.

6.

The Committee may delegate its authority to subcommittees as it deems appropriate.

7.

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 bewaived subject to the formal consent of no less than the number of Committee members that
constitutes a quorum of the Committee or instruction by a resolution of the Company’s
Board of Directors.

C.

RESPONSIBILITIES AND DUTIES

Subject to the powers and duties of the Board, the Board has delegated the following
powers and duties to be performed by the Committee on behalf of and for the Board:
Board Composition and Nominations.
1.

Reviewing and assessing the adequacy of this Charter periodically as conditions dictate,
but at least annually (and recommending changes to the Board for its approval, if andwhen appropriate).

2.

Reviewing annually the charters of the Board of Directors and its other Committees,
together with the position descriptions of the Chair and Vice Chair of the Board, the Chief
Executive Officer and each of the Committee Chairs, and recommending to the Board
such amendments to those charters as the Committee believes are necessary or
desirable.

3.

Making recommendations to the Board establishing policies and procedures for (i)identifying and selecting potential nominees for the Board of Directors, and (ii)considering all nominees to the Board including those recommended by shareholders.
The Committee shall adopt procedures for the submission of recommendations byshareholders as it deems appropriate.

4.

Recommending to the Board (i) nominees for election as directors of the Company, (ii)nominees to fill vacancies on the Board or to increase the size of the Board as may be2

approved by the Board in accordance with applicable law and requirements of Regulatory
Bodies, in each case in accordance with the criteria set forth in the Charter Governing
Director Nominations as adopted by this Committee and as attached hereto as Appendix“A”, and (iii) the membership and chairs of each committee of the Board.
5.

Making a recommendation to the Board with respect to the appointment of a Chair of eachcommittee, Chair of the Board, Vice Chair of the Board, and a Lead Director (if applicable).

6.

Making recommendations to the Board with respect to policies establishing criteria for
Board membership and retirement therefrom (including establishing any mandatory ageof retirement), it being understood that subject to election at each annual general meeting,the nominal appointment to the Board of any director will be for a period of one year.

7.

Considering criteria relating to tenure as a director, such as limits on the number of years anindividual may serve as a director, and the continuation of directors in an honorary orsimilar capacity.

8.

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

9.

Determining annually which members of the Board of Directors the Committee considers
to be independent Directors in accordance with the independence requirements ofRegulatory Bodies, and recommending such determination to the Board along withthe analysis by the Committee of the principles supporting that determination.

Establishment and Review of Corporate Governance Policies.
10.

Reviewing and assessing the adequacy of the Code of Business Conduct and Ethics
periodically, but at least annually. The Committee shall recommend any amendments to
the Code of Business Conduct and Ethics to the Board for approval. The Code of BusinessConduct and Ethics at a minimum shall (i) comply with any requirements established by
any Regulatory Body or any other applicable statute, rule or regulation that theCommittee deems relevant, (ii) address conflicts of interest, full and fair disclosureand compliance with laws, (iii) encourage the reporting of any illegal or unethicalbehaviour and expressly prohibit retaliation of any kind for any such reports orcomplaints, (iv) provide clear and objective standards for compliance with the Code ofBusiness Conduct and Ethics and a fair process by which to determine waivers orviolations thereof, and (v) contain an enforcement mechanism.

11.

Collaborating with the Company’s officers and legal counsel to disclose publicly any
amendments to the Code of Business Conduct and Ethics required to be disclosed by
any Regulatory Body.

12.

Considering and, if thought advisable, granting waivers for directors and officers fromcompliance with the Code of Business Conduct and Ethics. The Committee will disclose
any such waiver and specify the circumstances and rationale for granting the waiver inaccordance with applicable legal requirements.

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13.

At least annually, (a) review the corporate governance trends and best practices applicableto the Company, (b) review the adequacy and effectiveness of the Board’s governancepolicies, practices and procedures, and (c) following the review in (a) and (b), recommend
to the Board, as appropriate, new corporate governance policies, practices andprocedures.

14.

Collaborating with the Company’s officers and legal counsel and the Audit Committeeof the Board to establish procedures for (a) the receipt, retention and treatment ofcomplaints received by the Company, whether through the whistleblower hotline orotherwise, regarding violations of or non-compliance with the Code of BusinessConduct and Ethics; (b) the confidential, anonymous submission by employees of theCompany of complaints regarding any such violations or non-compliance; and (c) thesubmission to the Audit Committee of any such complaints regarding accounting, internal
accounting controls, or auditing matters.

15.

Preparing and recommending to the Board annually a Statement of Corporate Governance
Practices to be included in the Company’s annual report or management proxy circular.

16.

Recommending procedures to permit the Board and its Committees to function
independently of management of the Company, including procedures to permit the Boardand its Committees to meet on a regular basis without management present.

17.

Monitoring and ensuring the adequacy of the orientation and continuing education
program for members of the Board.

18.

Consider any resignation tendered by a director in accordance with the Company’s
majority voting policy concerning director elections and recommending to the Board theaction to be taken with respect to such tendered resignation.

19.

Ensuring that the Company has an acceptable policy for communications by the Company
with its shareholders, the investment community, the media, governments and theiragencies, employees and the general public.

20.

Periodically reviewing of charitable donations by the Company.

21.

Evaluating director compensation, recommending to the full Board the appropriate levelof director compensation, and taking primary responsibility for ensuring that any
payments to directors other than in their capacity as directors are fully and properly
disclosed.

22.

Establish and review annually, share ownership guidelines for the Board of Directors of
the Company.

ESG matters23.

In addition to the specific governance matters covered by this Charter, the Committee shalloversee the Company’s general strategy, policies and initiatives relating to Corporate

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Citizenship, including material environmental (including, but not limited to, climaterelated matters and sustainability) and social (including, but not limited to, diversity)
matters. In connection therewith, the Committee shall review ESG trends, risks, andopportunities including those identified to it by management
Oversight of the Evaluation of the Board and Executive Officers.
24.

At least annually, receiving and reviewing reports of management with respect to credible
evidence indicating violation(s) of or non-compliance with (a) the Code of BusinessConduct and Ethics by directors or executive officers of the Company (other than suchmatters regarding accounting, internal accounting controls, or auditing matters which shallbe addressed by the Audit Committee), (b) the articles or by-laws of the Company, or (c)the charters of the Board or any committee of the Board and management’s investigation
thereof, and evaluating and determining an appropriate response, including but notlimited to reporting any violation of law to any appropriate Regulatory Body, as well
as plans of management to remediate any deficiencies identified.

25.

Assessing, at least annually, the current composition, organization and effectiveness of
the Board as a whole and the Committees of the Board (being the Audit, Talent andCompensation, and Corporate Governance and Nominating Committees) in light ofrequirements established by the Regulatory Bodies, including considering the appropriate
size of the Board and its Committees and making recommendations regarding the foregoingto the Board for approval. In connection with this assessment, requesting each director toprovide his or her assessment of the effectiveness of the Board and each committee, as
well as the performance of each of the other individual directors, taking into account thecompetencies and skills each director is expected to bring to his or her particular role on
the Board or on a committee, as well as any other relevant facts.

Shareholder Proposals.
26.

Reviewing all shareholder proposals submitted to the Company in connection withmeetings of shareholders (including any proposal relating to the nomination of a member ofthe Board) and the timeliness of the submission thereof and recommending to the Board
appropriate action on each such proposal.

General.
27.

Taking such other actions regarding the Company’s corporate governance that theCommittee or the Board shall reasonably deem to be appropriate and in the best interests of
the Company and its stakeholders or as shall otherwise be required by any Regulatory
Body.

Access to Management and Independent Advice.
28.

The Committee shall have unrestricted access to Company officers and employees,
documents and the resources necessary to carry out its responsibilities. The Committee may
conduct or authorize investigations into or studies of matters within the Committee’s scopeof responsibilities and duties as described above, and may seek, retain and terminate5accounting, legal, consulting or other expert advice from a source independent ofmanagement, at the expense of the Company, with notice to either the Chair or Vice Chairof the Board or the Chief Executive Officer of the Company, as deemed appropriate by theCommittee. In furtherance of the foregoing, the Committee shall have the sole authority toretain and terminate such consultant or advisor to be used to assist in the evaluation of suchmatters and shall have the sole authority to approve such consultant or adviser’s fees andother retention terms.
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 it should beinterpreted 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 legallybinding obligations.

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APPENDIX “A” to theCharter of the Corporate Governance and Nominating Committee Charter
Governing Director Nominations
The Board of Directors (the “Board”) of Open Text Corporation (the “Company”)
has promulgated and adopted this Charter Governing Director Nominations in accordance withthe rules adopted by the Securities and Exchange Commission (“SEC”) and the corporate
governance rules adopted by the NASDAQ Stock Market, Inc. (“NASDAQ”). The
Company recognizes that its shareholders desire increased insight into the Company’s
director nominations process and the Company endeavours to apply this Charter Governing
Director Nominations to that end.
A.

IDENTIFYING AND EVALUATING DIRECTOR NOMINEES

1.

Responsible Committee.

The Corporate Governance and Nominating Committee (the “Committee”) is
responsible for, among other duties specified in its charter, identifying individuals qualified
to become members of the Board and its committees, and recommending that the Board selectthe director nominees for election at the next annual meeting of shareholders.
2.

Process for Consideration of Nominees.
(a)Identification of Candidates. The Committee shall identify candidates for
director nominees in consultation with management, through the use of
search firms or other advisers, through recommendations submitted byshareholders pursuant to the procedures prescribed by applicable laws or
through such other methods as the Committee deems to be helpful toidentify candidates.

(b)

Evaluation Process. Once candidates have been identified, the Committee
shall confirm that the candidates meet all of the qualifications for director
nominees set forth in applicable laws and this Charter. The Committee maygather information about the candidates through interviews, backgroundchecks, or any other means that the Committee deems to be helpful in theevaluation process. The Committee shall then meet as a group to discuss andevaluate the competencies and skills that the Board considers to benecessary for the Board, as a whole, to possess; the competencies and skills
that the Board considers each existing director to possess; and thecompetencies and skills each new nominee will bring to the boardroom.
There shall be no difference in the manner by which the Committee
evaluates director candidates, whether proposed by a shareholder or by one ofthe other methods described above.

(c)

Recommendation of Nominees to Board.
Based on the results of theevaluation process, the Committee shall recommend for the Board’s
selection the nominees for election to the Board.

B.

DIRECTOR QUALIFICATIONS AND SKILLSThe Company seeks directors who possess the qualifications and skills described inthis Section B. Moreover, the Company evaluates each individual candidate in the context ofthe overall composition and needs of the Board, with the objective of recommending a groupthat can best fulfill the duties of the Board as set forth in applicable law and in the chartersof the Board and its committees, in order to lead to the success of the Company’s businessand represent shareholder interests using its diversity of experience, competence and skill.
The Committee will consider these and other qualifications, skills and attributes whenrecommending candidates for the Board’s selection as nominees for the Board:
1.

Board Qualifications.
(a)Independence. At least a majority of members of the Board shall qualify as
independent directors in accordance with applicable provisions of National
Instrument 58-101 – Disclosure of Corporate Governance Practices, theSecurities Exchange Act of 1934, as amended, and the rules promulgatedthereunder, 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 (each a “Regulatory Body”
and collectively the “Regulatory Bodies”). 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 shallconsider possible steps and processes to facilitate its exercise of independentjudgment in carrying out its responsibilities.

(b)

Minimum Qualification.
In addition to the minimum qualificationsprescribed by applicable law, the Company requires its directors to possesscertain minimum qualifications, including substantial or significant businessor professional experience or an understanding of technology, finance,
marketing, financial reporting, international business or other disciplines
relevant to the business of the Company.

(c)Other Qualities and Skills. The Company also considers the following
qualities and skills in its selection of directors:i.

Economic, technical, scientific, academic, financial, accounting,legal, marketing, or other expertise applicable to the business of theCompany;ii.

Leadership or substantial achievement in their particular fields;iii.

Demonstrated ability to exercise sound business judgment;iv.

Integrity, high moral and ethical character and business or
professional standing that will add to the Board’s reputation;
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v.

vi.

2.

3.

Potential to contribute to the diversity of the Board, including
diversity of gender, age, race, sexual orientation, religion, ethnicity,
geographic representation, viewpoint, backgrounds, or experiences of
the Board as a whole and the Committees thereof and having regard to
the Board Diversity Policy approved by the Board and in effect fromtime to time;
Capacity and desire to represent the balanced, best interests of theshareholders as a whole and not primarily a special interest groupor constituency;vii.

Ability to work well with others;viii.

High degree of interest in the business of the Company;ix.

Dedication to the success of the Company;x.

Commitment to responsibilities of a director;

xi.

International business or professional experience; andxii.

Such other criteria as the Committee shall determine to be relevant.

Committee Qualifications.
(a)Audit Committee. All members of the Audit Committee shall meet theindependence and applicable requirements of the Regulatory Bodies, as ineffect from time to time, as well as the requirements set forth in the Audit
Committee Charter.

(b)

Talent and Compensation Committee. All members of the Talent andCompensation Committee shall meet the independence and applicablerequirements of the Regulatory Bodies, as in effect from time to time, as wellas the requirements set forth in the Talent and Compensation Committee
Charter.

(c)

Corporate Governance and Nominating Committee. All members of the
Corporate Governance and Nominating Committee shall meet theindependence and corporate governance and applicable requirements of theRegulatory Bodies, as in effect from time to time, as well as therequirements set forth in the Corporate Governance and Nominating
Committee Charter.

(d)

Other Committees. Members of other committees shall meet the applicablerequirements of the Regulatory Bodies and the Board as the Board deems
necessary.

Limits on Other Board Memberships and Commitments. The Company expects
that a director’s existing and future commitments will not materially interfere with9

such director’s obligations to the Company. The Company recognizes that directors
should limit the number of boards on which they serve so that they can give proper
attention to each board responsibility. However, the philosophy of the Company is
not to set an invariant limit on the number of boards on which a director may serve.
In the event a director wishes to join the board of another company, it is expected thatthe director will notify the Chair or Vice Chair of the Board once he or she has
determined to accept any invitation to serve on another corporate board or with any
governmental advisory or charitable organization. The Corporate and Nominating
Committee shall evaluate the continued appropriateness of Open Text board
membership under the new circumstances and, if necessary, make a recommendation
to the Board as to any action to be taken with respect to continued Board membership.
4.

Incumbents. For candidates who are incumbent directors, the Company takes into
consideration the following factors, among others, when considering such individuals
as director nominees; such director’s past attendance at meetings, participation in andcontributions to the activities of the Board and any changes in professional roles andresponsibilities. In the event an incumbent director retires, has any change in employer
or has any other significant change in professional roles and responsibilities, he or she
is expected to report that change to the Board, through the Chair or Vice Chair of theBoard or the Corporate Secretary. The Corporate Governance and Nominating
Committee shall evaluate the continued appropriateness of the Company’s board
membership under the new circumstances and, if necessary, make a recommendation
to the Board as to any action to be taken with respect to continued Board membership.

5.

Amendments. The Committee shall review and assess the adequacy of this Charter
Governing Director Nominations periodically, as well as in response to rules
promulgated by the Regulatory Bodies. The Company will disclose any materialchanges to this Charter as required by the Regulatory Bodies in the Company’s SEC
filings.

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