Open Text Corporation(the “Company”)
BOARD MANDATE
As approved by the Board of Directors on July 31, 20241) 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 theCompany.
The Board shall have the functions and responsibilities set out below. In addition to these functionsand responsibilities, the Board shall perform such duties as may be required by applicable law andany 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 fromtime to time. While the Board maintains oversight of the Company’s operations, it delegates to theChief 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 andthrough 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; andappointment 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 theCompany’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 theCorporate 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 toadvise 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 accordancewith applicable provisions of National Instrument 58-101 – Disclosure of 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 othergovernmental 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 norelationship with the Company that would interfere with the exercise of independent judgment incarrying out the responsibilities of a director. If at any time less than a majority of directors isindependent, the Board shall consider possible steps and processes to facilitate its exercise ofindependent 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 thatindependent 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 theassistance of the Corporate Governance and Nominating Committee, as appropriate.
At least annually, the Board, with the assistance of the Corporate Governance and NominatingCommittee, shall assess the current composition, organization and effectiveness of the Board as awhole 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 andcommittee members.
3) RESPONSIBILITIES AND DUTIESThe Board shall have the functions and responsibilities set out below and may delegate any suchresponsibilities 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.
(a)Ethics and Integrity – On an annual basis, the Board shall: (i) review therecommendations of the Corporate Governance and Nominating Committee regarding theadequacy 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 ofintegrity throughout the organization.

(b)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 businessplans prepared by management. In discharging this responsibility, the Board shall review
the plan in light of management's assessment of emerging trends, the competitiveenvironment, 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.

(c)

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 of2the Chief Executive Officer, including corporate goals and objectives that the ChiefExecutive 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 theassistance of the Talent and Compensation Committee, the Board shall review this position
description and such goals and objectives.
(d)

Risk Management – The Board is responsible for overseeing management’simplementation and operation of enterprise risk management, either directly or through itscommittees, which shall report to the Board with respect to risk oversight undertaken inaccordance 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 programs and risks, and disaster recovery plans, as well as environmental,social and governance (ESG) matters, including climate-related matters), 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.

(e)

Human Resources – At least annually, the Board shall review, with the assistance of theTalent and Compensation Committee, the Company’s approach to human resource
management and executive compensation.

(f)Succession Planning – At least annually, the Board shall review, with the assistance of the
Corporate Governance and Nominating Committee and the Talent Compensation
Committee, appointment and succession plans for the Chair of the Board, the Chief
Executive Officer and senior management of the Company.

(g)

Corporate Governance – At least annually, the Board shall, with the assistance of the
Corporate Governance and Nominating Committee: (i) review the Company’s approach tocorporate governance; and (ii) evaluate the Board's ability to act independently frommanagement in fulfilling its duties.

(h)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 10K, 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, asamended), including whether such internal control is effective, and any material
weaknesses in such internal control, and (ii) at least quarterly in connection with theCompany’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 thathas 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.

(i)Controls and Procedures – At least quarterly in connection with the Company’s Quarterly
Reports on Form 10-Q and Annual Report on Form 10-K, the Board shall, with theassistance of the Audit Committee, review reports provided by management on theeffectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period
covered by the applicable annual or periodic report.

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(j)

Communications – The Board shall periodically review the Company’s overall
communications strategy, including measures for receiving and addressing feedback fromthe Company’s shareholders.

(k)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 awebsite that is regularly updated and provides investors with documents and informationon the Company as may be required by applicable laws and any binding requirements ofany exchange upon which securities of the Company are traded, or any governmental orregulatory body exercising authority over the Company.

(l)Disclosure – The Board has adopted a Disclosure Policy for the Company. At least
annually, the Board shall review management's compliance with the Company’sDisclosure Policy. The Board shall, if advisable, approve material changes to theCompany’s Disclosure Policy.

(m)

Director Development and Evaluation – At least annually, the Board shall, with theassistance of the Corporate Governance and Nominating Committee, review the adequacyof 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 theCompany, including the role of the Board and its Committees; and (ii) the legal obligationsof 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(a)

Committees Established – The Board has established an Audit Committee, a Talent andCompensation Committee and a Corporate Governance and Nominating Committee. TheBoard 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.

(b)Committee Charters – The Board has approved charters for the Audit Committee, theTalent and Compensation Committee and the Corporate Governance and NominatingCommittee. 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 theBoard, be approved by the Board together with such updates as are considered appropriate.

(c)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, theBoard 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’scharter.

(d)Delegation to Committees – The Board has delegated for approval or review the mattersset out in each Board committee's charter and may further delegate matters to such4

committees from time to time. As required, the Board shall consider for approval thespecific matters delegated for review to Board committees.
(e)Committee Reporting to Board – To facilitate communication between the Board and itscommittees, each committee Chair shall provide a report to the Board on material mattersconsidered by the committee at the next Board meeting after each meeting of thecommittee.

(f)

Review of Committees – The Board shall annually evaluate the performance, and review
the work, of its committees.

5) MEETINGS(a)

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 statuteand the by-laws and resolutions of the Company.

(b)

Secretary and Minutes — The Corporate Secretary, his or her designate or any otherperson 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.

(c)Meetings of Independent Directors — The Board shall hold scheduled meetings, orportions of regularly scheduled meetings, of the independent directors at which membersof management are not present at each meeting of the Board and from time to time asotherwise necessary.

6) INDIVIDUAL DIRECTOR RESPONSIBILITIESIn order to facilitate the Board fulfilling its role, each director is expected to:(a)

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 inaccordance with the Company’s Code of Business Conduct and Ethics and abstaining fromvoting on matters in which the director has an interest.

(b)

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 advanceof 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.

(c)

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 Companyand 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 andunrestricted access at all times, either directly or through its duly appointed representatives, to5

officers and employees of the Company and to the relevant books, records and systems of theCompany as considered appropriate.
8) INDEPENDENT ADVICE
The Board may seek, retain and terminate accounting, legal, consulting or other expert advice froma 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 MANDATEAt 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, asnecessary, 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 theBoard 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 wellas in the context of the Company’s Articles and By-Laws, it is not intended to establish any legallybinding obligations.

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