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

PURPOSE AND SCOPE

The primary function of the Talent and Compensation Committee (the “Committee”) ofthe Board of Directors (the “Board”) is to exercise the responsibilities and duties set forth
below, including but not limited to, (i) discharging the Board’s responsibilities relating to thecompensation of the Company’s executive officers, (ii) administering the Company’s incentive
compensation and stock plans, and (iii) assisting the Board with respect to management
succession and development. On an annual basis, the Committee shall review and take action, or
make recommendations to the Board, regarding (i) company-wide compensation programs andpractices, (ii) all aspects of the remuneration of the Company’s executive officers and (iii)
equity-based plans and any material amendments thereto (including increases in the numberof Common Shares available for grant as options or otherwise thereunder). The “executiveofficers” of the Company shall be those officers defined in Rule 16a-1(f) under the Securities
Exchange Act of 1934, as amended.
B.

COMPOSITION AND MEETINGS

1.

The Committee shall be comprised of a minimum of two members of the Board asappointed by the Board. Each member of the Committee shall (a) meet any independence
requirements of National Policy 58-201 – Corporate Governance Guidelines of theCanadian Securities Administrators, the Securities and Exchange Commission, any
exchange upon which securities of the Company are traded, or any governmental or
regulatory body exercising authority over the Company (each a “Regulatory Body”),
and each member of the Committee shall be free from any relationship that, in the opinionof the Board, would interfere with the exercise of his or her independent judgment asa member of the Committee and (b) be a “non-employee director” within themeaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

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 membersof 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 theCommittee.

3.

The members of the Committee shall be appointed by the Board at the meeting of theBoard following each annual meeting of shareholders and shall serve until theirsuccessors shall be duly appointed or until their earlier death, disqualification,
resignation or removal. The Board may fill a vacancy in the membership of theCommittee and may remove a member of the Committee at any time for any reason.

1Unless a Chair is elected by the full Board, the members of the Committee may
designate a Chair by majority vote of the full Committee membership. In the absenceof the Chair at a duly convened meeting, the Committee shall select a temporary
substitute from among its members.
4.

The Board shall annually review the Committee’s performance and the Committee
shall undertake a self-assessment on an annual basis.

5.

The Committee shall meet as necessary, but at least twice each year, to enable it tofulfill its responsibilities and duties as set forth herein. The Committee shall holdexecutive sessions without management present at each Committee meeting.

6.

The Committee may invite members of management or others to attend Committee
meetings and provide pertinent information as the Committee may request on the issues
being considered, provided that the Chief Executive Officer (the “CEO”) and otherexecutives may not be present during any voting or deliberations on compensation of theCEO or such other executives, respectively.

7.

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.

8.

Ordinarily, meetings of the Committee should be convened with no less than sevendays’ notice having been given. In exceptional circumstances the requirement for notice
may be waived 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 theCompany’s Board of Directors.

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 Corporate Secretary of theCompany.

C.

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

10.

Review and assess the adequacy of this Charter periodically as conditions dictate, but atleast annually, to ensure compliance with any rules or regulations promulgated by
any Regulatory Body and recommend any modifications to this Charter if and whenappropriate to the Board for its approval.

11.

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

12.

Periodically review and advise the Board (supported in the discretion of the Committee,
by internal or external experts) on (a) current trends in regional and industry-widecompensation practices and (b) how the Company’s compensation programs and2

practices compare to those of comparable companies in the industry. In discharging thisresponsibility, the Committee shall take into account factors it deems appropriate fromtime to time, including the Company’s business strategy and whether the effects of thecompensation program create risks that are reasonably likely to have a material adverse
effect on the Company and its business, and, for executive officers, the results of the mostrecent Say-on-Pay Vote.
13.

Review the terms and conditions, design, approval, implementation, administration andinterpretation of the Company’s compensation plans, including any equity-based
compensation plans, and each amendment thereof, subject to final approval by the Board
to the extent required by such plans, and take such actions in regard to such plans as may berequired by the terms of the plans or determined to be advisable by the Committee,
provided that equity-based plans and material amendments to equity-based plans shallrequire shareholder approval as required under applicable laws, rules or regulations.

14.

Establish, and review annually, share ownership guidelines for the executive officers ofthe Company as appropriate.

15.

Determine the eligibility requirements applicable to participants in the Company’scompensation plans as may be required by the terms of a plan; and evaluate theperformance of each compensation plan, as required under applicable laws, rules orregulations.

16.

At least annually, review and make recommendations to the Board regarding corporate
goals and objectives relevant to compensation of the CEO, evaluate the CEO’s
performance in light of those goals and objectives and make recommendations to theBoard regarding the annual salary, bonus, stock options, and other benefits, direct andindirect, of the CEO.

17.

At least annually, review and approve corporate goals and objectives relevant tocompensation of executive officers other than the CEO, evaluate the performance ofsuch executive officers in light of those goals and objectives and review and approve theannual salary, bonus, stock options, and other benefits, direct and indirect, of suchexecutive officers.

18.

At least annually, review, in conjunction with the Audit Committee, incentive
compensation arrangements to confirm they do not encourage inappropriate orunintended risk taking, giving effect to consideration of compensation risk mitigation
controls or practices that have been adopted.

19.

At least annually, review on a periodic basis the operation of the Company’s
executive compensation programs to determine whether they are properly coordinatedand administered.

20.

At least annually, review on a periodic basis the Company’s approach to employee pension
plan and retirement fund, including 401(k) plan, investment matters.

3

21.

At least annually, review policies in the area of management perquisites.

22.

At least annually, submit a report to the Board on human resources matters.

23.

Oversee management succession planning and make appropriate recommendations tothe Board at least annually regarding the appointment and succession of the Company’s
executive officers.

24.

Review and discuss the “Compensation Discussion and Analysis” section to be includedin the Company’s management proxy circular and Annual Report on Form 10-K andproduce an annual report for inclusion in the Annual Report on Form 10-K and/or
proxy circular stating it has reviewed and discussed the “Compensation Discussionand Analysis” with management and has recommended to the Board its inclusion in such
document.

25.

Review and discuss the progress of the Company’s equity, diversity and inclusion efforts
across its global talent.

26.

Review and discuss human capital disclosures to be included in the Company’s Annual
Report on Form 10-K.

27.

Form and delegate authority to subcommittees where appropriate.

28.

On a periodic basis, as determined necessary or advisable, retain the services of acompensation consultant. The Committee shall approve in advance any other work theconsultant performs at the request of management and ensure compliance with therequirements established by Regulatory Bodies related to the retaining and using of suchconsultants. Before selecting or receiving advice from a consultant, the Committee musttake into consideration all factors relevant to the consultant’s independence frommanagement.

29.

Oversee the Company’s compliance with any rules promulgated by any Regulatory Body
prohibiting loans to officers and directors of the Company.

30.

Perform such additional functions as shall be assigned to it by the Board, by resolution orotherwise, and exercise such additional powers as may be reasonably necessary or
desirable, in the Committee’s discretion, to fulfill its responsibilities and duties under thisCharter.

31.

Review, consider and approve or, with respect to the CEO, recommend to the Board, allemployment, severance or change in control agreements with, and any special or
supplemental benefits provided to, any executive officers or directors of the Company,
to the extent deemed advisable. The Committee will review the impact of any potential
material transaction, such as a merger, acquisition, or spin-off, on the Company’scompensation plans.

432.

Administer any clawback policy for the Company to appropriately recoup compensation
paid to current and former executive officers and other applicable individuals consistent
with applicable laws and any rules and guidelines of any exchange upon which securitiesof the Company are traded.

D.

ACCESS TO MANAGEMENT AND INDEPENDENT ADVICEThe Committee shall have unrestricted access to the Company’s officers andemployees. The Committee may conduct or authorize investigations into or studies of matterswithin 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 (collectively, “advisors”), at the expense of the Company, withnotice to either the Chair of the Board or the CEO of the Company, as deemed appropriate by theCommittee. In furtherance of the foregoing, the Committee shall have the sole authority to retain
and terminate such consultants or advisors to be used to assist in the evaluation of Chair of theBoard, CEO or executive officer compensation and shall have the sole authority to approve
such consultant or adviser’s fees and other retention terms; provided that before selecting or
receiving advice from any such advisor (other than an advisor subject to an exclusion under thelisting rules of any applicable exchange upon which securities of the Company are traded), theCommittee must take into consideration all factors relevant to the advisor’s independence frommanagement, including any factors required by applicable law and existing exchange listing
rules.
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
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
legally binding obligations.

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