annual and special meeting of shareholders to be held on

Annual and Special Meetingof

Shareholders

To Be Held onSeptember 26, 2013

OPEN TEXT CORPORATIONNOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

SEPTEMBER 26, 2013

The annual and special meeting (the “Meeting”) of the holders of common shares (the “Common Shares”)of Open Text Corporation (“we”, “our”, “us”, “OpenText” or the “Company”) will be held at the Company’shead office at 275 Frank Tompa Drive, Waterloo, Ontario, N2L 0A1 on September 26, 2013 at 10:00 a.m.(Eastern Daylight time) for the following purposes:

1. to receive the financial statements of the Company for the year ended June 30, 2013, together with thereport of the auditors thereon;

2. to elect directors;

3. to re-appoint auditors and authorize the directors to fix their remuneration;

4. to consider and, if thought advisable, approve, the continuance, amendment and restatement of theCompany’s Shareholder Rights Plan;

5. to consider, and if thought advisable, ratify and confirm certain amendments to the Company’s By-laws;and

6. to transact such other business as may properly come before the Meeting or any adjournment thereof.

A holder of Common Shares of record at the close of business on August 16, 2013 will be entitled to vote atthe Meeting.

All shareholders are cordially invited to attend the Meeting. Registered shareholders who are unable toattend the Meeting in person are urged to vote (i) by mail by sending the enclosed form of proxy to theCompany’s transfer agent in the enclosed envelope; (ii) by facsimile to (416) 263-9524 or toll free (within NorthAmerica) at (866) 249-7775; (iii) toll free by telephone at 1-866-732-VOTE (8683); or (iv) over the Internet atwww.investorvote.com. To be effective, the completed form of proxy must be received by the Company’stransfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario,M5J 2Y1 before 10:00 a.m. (Eastern Daylight time) on September 24, 2013 or in the case of any adjournment ofthe Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of theadjournment. The return of the form of proxy will not affect your right to vote in person if you attend theMeeting. Non-registered shareholders who receive these materials through their broker or other intermediaryshould complete and send the voting instruction form or form of proxy, as applicable, in accordance with theinstructions provided by their broker or intermediary. To be effective, a voting instruction form or proxy, asapplicable, must be received by Computershare Investor Services Inc., 100 University Avenue, 8th Floor,Toronto, Ontario, M5J 2Y1 or the Secretary of the Company before 10:00 a.m. (Eastern Daylight time) onSeptember 24, 2013 or in the case of any adjournment of the Meeting, not less than 48 hours (Saturdays, Sundaysand holidays excepted) prior to the time of the adjournment.

The Company’s financial statements for the year ended June 30, 2013, together with the report of theauditors thereon, the management proxy circular, the form of proxy and the supplemental mailing cardaccompany this notice. The management proxy circular is deemed to form part of this notice.

August 16, 2013

By order of the Board of Directors

Gordon A. Davies (signed)Chief Legal Officer and Corporate Secretary

OPEN TEXT CORPORATION

MANAGEMENT PROXY CIRCULAR

FOR THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

SEPTEMBER 26, 2013

SOLICITATION OF PROXIES

This management proxy circular (the “Circular”) and accompanying form of proxy are furnished inconnection with the solicitation by management of Open Text Corporation (“we”, “our”, “us”,“OpenText” or the “Company”) of proxies to be used at the Company’s annual and special meeting (the“Meeting”) of holders of common shares of the Company (the “Common Shares”) to be held at 10:00 a.m.(Eastern Daylight time) on September 26, 2013 or at any adjournment thereof.

It is expected that the solicitation will be primarily by mail, but proxies may also be solicitedpersonally, by advertisement or by telephone, by directors, officers or employees of the Company withoutspecial compensation, or by the Company’s transfer agent, Computershare Investor Services Inc., atnominal cost. The cost of solicitation will be borne by the Company.

APPOINTMENT OF PROXYHOLDER

The persons specified in the enclosed form of proxy are officers of the Company and have been designatedby management of the Company. Each shareholder has the right to appoint as proxyholder a person (whoneed not be a shareholder of the Company) other than the persons designated by management of theCompany in the enclosed form of proxy to attend and act on the shareholder’s behalf at the Meeting or atany adjournment thereof. Such right may be exercised by inserting the name of the person in the blankspace provided in the enclosed form of proxy or by completing another form of proxy.

A person or company whose name appears on the books and records of the Company as a holder ofCommon Shares is a registered shareholder. A non-registered shareholder is a beneficial owner of CommonShares whose shares are registered in the name of an intermediary (such as a bank, trust company, securitiesdealer or broker, or a clearing agency in which an intermediary participates).

The Company is not sending proxy-related materials in connection with the Meeting to registeredshareholders or non-registered shareholders using the notice-and-access provisions set out in National Instrument54-101—Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”).

Registered Shareholders

A registered shareholder can vote Common Shares owned by him or her at the Meeting in one of twoways—either in person at the Meeting or by proxy. A registered shareholder who wishes to vote in person at theMeeting should not complete or return the form of proxy included with this Circular. Those registeredshareholders choosing to attend the Meeting will have their votes taken and counted at the Meeting. A registeredshareholder who does not wish to attend the Meeting or does not wish to vote in person should properly submitthe enclosed form of proxy, and the Common Shares represented by the shareholder’s proxy will be voted orwithheld from voting in accordance with the instructions indicated on the form of proxy or any ballot that may becalled at the Meeting or any adjournment thereof.

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A registered shareholder may submit his or her form of proxy by mail, by facsimile, by telephone or overthe Internet in accordance with the instructions below.

Voting by Mail. A registered shareholder may submit his or her proxy by mail by completing, dating andsigning the enclosed form of proxy and returning it using the envelope provided or otherwise to the attention ofthe Proxy Department of Computershare Investor Services Inc. at 100 University Avenue, 8th Floor, Toronto,Ontario, M5J 2Y1.

Voting by Facsimile. A registered shareholder may submit his or her proxy by facsimile by completing,dating and signing the enclosed form of proxy and returning it by facsimile to Computershare Investor ServicesInc. at (416) 263-9524 or toll free (within North America) at (866) 249-7775.

Voting by Telephone. A registered shareholder may submit his or her proxy by telephone by calling toll free1-866-732-VOTE (8683) and following the instructions provided. Such shareholder will require a control number(located on the front of the form of proxy) to identify himself or herself to the system.

Voting by Internet. A registered shareholder may submit his or her proxy over the Internet by going towww.investorvote.com and following the instructions. Such shareholder will require a control number (locatedon the front of the form of proxy) to identify himself or herself to the system.

To be effective, a proxy must be received by Computershare Investor Services Inc. no later than10:00 a.m. (Eastern Daylight time) on September 24, 2013 or, if the Meeting is adjourned, 48 hours(Saturdays, Sundays and holidays excepted) prior to the time of any adjournment thereof.

Non-Registered Shareholders

The Company has distributed copies of this Circular and accompanying Notice of Meeting to intermediariesfor distribution to non-registered shareholders. Unless the non-registered shareholder has waived his or her rightsto receive these materials, an intermediary is required to deliver them to the non-registered shareholder and toseek instructions on how to vote the Common Shares beneficially owned by the non-registered shareholder. Inmany cases, intermediaries will have used a service company (such as Broadridge Investor CommunicationSolutions in Canada (“Broadridge”)) to forward these Meeting materials to non-registered shareholders. TheCompany is paying Broadridge to deliver, on behalf of the intermediaries, a copy of the materials related to theMeeting to each “non-objecting beneficial owner” and “objecting beneficial owner” (as those terms are definedin NI 54-101).

Non-registered shareholders who receive these Meeting materials will typically be given the ability toprovide voting instructions in one of two ways.

Voting by Voting Instruction Form. Usually a non-registered shareholder will be given a voting instructionform which must be completed and signed by the non-registered shareholder in accordance with the instructionsprovided by the intermediary. In this case, a non-registered shareholder cannot use the mechanisms describedabove for registered shareholders and must follow the instructions provided by the intermediary (which in somecases may allow the completion of the voting instruction form by telephone or the Internet).

Voting by Form of Proxy. Occasionally, however, a non-registered shareholder may be given a form ofproxy that has already been signed by the intermediary. This form of proxy is restricted to the number ofCommon Shares beneficially owned by the non-registered shareholder but is otherwise not completed. This formof proxy does not need to be signed by the non-registered shareholder. In this case, the non-registeredshareholder can complete the form of proxy and vote by mail or facsimile only as described above for registeredshareholders.

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These procedures are designed to enable non-registered shareholders to direct the voting of their CommonShares. Any non-registered shareholder receiving either a form of proxy or a voting instruction form who wishesto attend and vote at the Meeting in person (or have another person attend and vote on their behalf) should strikeout the names of the persons identified in the form of proxy as the proxyholder and insert the non-registeredshareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instructionform, following the corresponding instructions provided by the intermediary. In either case, the non-registeredshareholder should carefully follow the instructions provided by the intermediary.

REVOCATION OF PROXIES

A shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by theshareholder or by the shareholder’s attorney, who is authorized in writing, to the attention of the Secretary of theCompany at 275 Frank Tompa Drive, Waterloo, Ontario N2L 0A1 or by facsimile to (519) 888-0254, at any timeup to 10:00 a.m. (Eastern Daylight time) on September 25, 2013, or in the case of any adjournment of theMeeting, 10:00 a.m. (Eastern Daylight time) on the business day preceding the date of the adjournment, or withthe Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof.A shareholder may also revoke a proxy in any other manner permitted by law.

VOTING OF PROXIES

On any ballot that may be called for, Common Shares represented by properly submitted proxies in favourof the persons designated by management of the Company in the enclosed form of proxy will be voted for oragainst or withheld from voting in accordance with the instructions given thereon and, if the shareholderspecifies a choice with respect to any matter to be acted upon, the Common Shares will be voting accordingly. Ifa specification is not made with respect to any matter, the Common Shares will be voted on such matter asstated therein.

The enclosed form of proxy confers discretionary authority upon the person specified therein with respect toamendments to matters identified in the accompanying Notice of Meeting, and with respect to other matterswhich may properly come before the Meeting or any adjournment thereof. As of the date of this Circular,management of the Company is not aware of any such amendment or other matter to come before the Meeting.However, if any amendments to matters identified in the accompanying Notice of Meeting, or any other mattersthat are not now known to management, should properly come before the Meeting or any adjournment thereof,the Common Shares represented by properly submitted proxies given in favour of the persons designated bymanagement of the Company in the enclosed form of proxy will be voted on such matters pursuant to suchdiscretionary authority.

INTERPRETATION

Unless otherwise specified herein, all references to dollar amounts shall be to U.S. dollars.

VOTING SHARES

Voting Shares

As at August 16, 2013, the Company had 59,071,165 Common Shares outstanding.

Under normal conditions, confidentiality of voting is maintained by virtue of the fact that proxies and votesare tabulated by the Company’s transfer agent. However, such confidentiality may be lost as to any proxy orballot if a question arises as to its validity or revocation or any other like matter. Loss of confidentiality may alsooccur if the board of directors of the Company (the “Board” or “Board of Directors”) determines that disclosureis in the interest of the Company or its shareholders.

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At least two persons present at the Meeting and holding or representing by proxy not less than 331⁄3 percentof the issued and outstanding Common Shares entitled to voting rights at the Meeting will constitute a quorum.Each Common Share is entitled to one vote, without cumulation, on each matter to be voted upon at the Meeting.Except with respect to the resolution respecting the Company’s Shareholder Rights Plan as referred to under“Amended and Restated Shareholder Rights Plan—Vote Required”, a simple majority of votes cast at theMeeting, whether in person or by proxy, will constitute approval of any matter submitted to a vote.

Record Date

The Board has fixed August 16, 2013 as the record date (the “Record Date”) for the purpose of determiningholders of Common Shares entitled to receive notice of and vote at the Meeting. Any holder of Common Sharesof record at the close of business on the Record Date is entitled to vote the Common Shares registered in suchshareholder’s name at that date on each matter to be acted upon at the Meeting.

Principal Shareholders

To the knowledge of the directors and executive officers of the Company, as at August 16, 2013 no personbeneficially owned, directly or indirectly, or controlled or directed, more than 10% of the voting rights attachedto the outstanding Common Shares, except as stated below.

Name of Beneficial OwnerNumber of Commons Shares

Beneficially OwnedPercent of CommonShares Outstanding

FMR LLC (1) . . . . . . . . . . . . . . . . . . . . . . . . 9,663,407 16.4%

Note:(1) Based on information filed in Schedule 13F with the Securities and Exchange Commission.

MATTERS TO BE ACTED UPON AT THE MEETING

1. Election of Directors

The number of directors to be elected at the Meeting is nine. Under the Company’s by-laws, directors of theCompany are elected annually. Each director will hold office, subject to the provisions of the Company’s by-laws, until the next annual meeting of shareholders or until the successor of such director is duly elected orappointed.

The Board of Directors has adopted a policy (the “Majority Voting Policy”) whereby any nominee, in anuncontested election at which more than 65% of the outstanding Common Shares have been voted by holders inperson or by proxy, who receives, from the Common Shares voted at the Meeting in person or by proxy, a greaternumber of Common Shares withheld from voting than Common Shares voted in favour of his or her election, isexpected to immediately tender his or her resignation to the Board of Directors, to take effect upon acceptance bythe Board. The Board of Directors will, within 90 days of receiving the final voting results, determine whether toaccept such director’s offer to resign. See “Statement of Corporate Governance Practices––MajorityVoting Policy”.

The Board of Directors recommends a vote “for” the election of each of its proposed nominees to serve onthe Company’s Board of Directors until the next annual meeting of shareholders. In the absence of a contraryinstruction, the persons designated by management of the Company in the enclosed form of proxy intendto vote FOR the election as directors of the proposed nominees whose names are set forth below, each ofwhom has been a director since the date indicated below opposite the proposed nominee’s name. Thenominees set forth below have consented to being named in this Circular and to serve if elected. Managementdoes not contemplate that any of the proposed nominees will be unable or unwilling to serve as a director, but ifthat should occur for any reason prior to the Meeting, the Common Shares represented by properly submittedproxies given in favour of such proposed nominee(s) may be voted by the persons designated by management ofthe Company in the enclosed form of proxy, in their discretion, in favour of another nominee.

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The following table sets forth information with respect to each person proposed to be nominated for electionas a director, including (i) the principal occupation, business or employment of each director nominee and otherbiographical information, (ii) the age and independence status of each director nominee, (iii) length of service onour Board of Directors and service on any committees during our fiscal year beginning on July 1, 2012 andending on June 30, 2013, and (iv) the number of Common Shares beneficially owned, directly or indirectly, orover which control or direction was exercised, by such person or the person’s associate or affiliate as atAugust 16, 2013. The information as to Common Shares beneficially owned, directly or indirectly, or over whichcontrol or direction is exercised, not being within the knowledge of the Company, has been furnished by therespective proposed nominees individually.

P. ThomasJenkinsOntario, CanadaAge: 53Not Independent (1)

Mr. Jenkins is the Chairman of OpenText. From 1994 to 2005, Mr. Jenkins was President, thenChief Executive Officer and then from 2005 to August 2013, Chief Strategy Officer of OpenText.Mr. Jenkins has served as a Director of OpenText since 1994 and as its Chairman since 1998. Inaddition to his OpenText responsibilities, Mr. Jenkins is the Chair of the federal centre ofexcellence Canadian Digital Media Network (CDMN). He is also an appointed member of theSocial Sciences and Humanities Research Council of Canada (SSHRC). He is the past appointedchair of the Government of Canada’s Research and Development Review Panel, past appointedmember of the Government of Canada’s Competition Policy Review Panel, and past appointedmember of the Province of Ontario’s Ontario Commercialization Network Review Committee(OCN). Mr. Jenkins is also a member of the board of BMC Software, Inc., a software corporationbased in Houston, Texas. He is also a director of the C.D. Howe Institute, and a director of theCanadian Council of Chief Executives (CCCE). Mr. Jenkins received an M.B.A. from SchulichSchool of Business at York University, an M.A.Sc. from the University of Toronto and a B.Eng. &Mgt. from McMaster University. Mr. Jenkins received an honorary doctorate of laws from theUniversity of Waterloo. He is a recipient of the 2009 Ontario Entrepreneur of the Year, the 2010McMaster Engineering L.W. Shemilt Distinguished Alumni Award and the Schulich School ofBusiness 2012 Outstanding Executive Leadership award. He is a Fellow of the Canadian Academyof Engineering (FCAE). Mr. Jenkins was awarded the Canadian Forces Decoration (CD) and theQueen’s Diamond Jubilee Medal (QJDM). Mr. Jenkins is an Officer of the Order of Canada (OC).

Fiscal 2013 Meeting AttendanceYear Joined Board and Committees Board Meetings Committee Meetings

Board (December 1994) 8 of 8 N/A

Other Public Board Directorships During Last Five Years

Current:BMC Software, Inc.

Equity OwnershipNumber of Common Shares/DSUs/RSUs Owned (2) Total Value of Common Shares/DSUs/RSUs (3)

768,087 (4) US$52,521,789.06

5

MarkBarrenecheaOntario, CanadaAge: 48Not Independent (1)

Mr. Barrenechea joined OpenText as President and Chief Executive Officer in January 2012. Priorto joining OpenText, Mr. Barrenechea was President and Chief Executive Officer of SiliconGraphics International Corporation (SGI). During Mr. Barrenechea’s tenure at SGI, he led strategyand execution, which included transformative acquisition of assets, as well as penetrating diversenew markets and geographic regions. Previously, Mr. Barrenechea served as Executive VicePresident and CTO for CA, Inc. (CA) (formerly Computer Associates International, Inc.) from2003 to 2006 and was a member of the executive management team. Before going to CA,Mr. Barrenechea served as Senior Vice President of Applications Development at OracleCorporation, from 1997 to 2003, managing a multi-thousand person global team while serving as amember of the executive management team. From 1994 to 1997, Mr. Barrenechea served as VicePresident of Development at Scopus, a software applications company. Prior to Scopus Mr.Barrenechea was with Tesseract, where he was responsible for reshaping the company’s line ofhuman capital management software as Vice President of Development. Mr. Barrenechea holds aBachelor of Science degree in computer science from Saint Michael’s College. Mr. Barrenecheais the author of two books about the evolution of the enterprise software industry: “ebusiness orOut of Business: Oracle’s Roadmap for Profiting in the New Economy”, and “Software Rules:How the Next Generation of Enterprise Applications Will Increase Strategic Effectiveness”.


Board (January 2012) 8 of 8 N/A


— US$0.00

Randy FowlieOntario, CanadaAge: 53Independent

Mr. Fowlie has served as a director of OpenText since March 1998. Mr. Fowlie is currently thePresident and CEO of RDM Corporation, a leading provider of specialized hardware and softwaresolutions in the electronics payment industry. RDM Corporation trades on the Toronto StockExchange. Mr. Fowlie operated a consulting practice from July 2006 to December 2010. FromJanuary 2005 until July 2006, Mr. Fowlie held the position of Vice President and General Manager,Digital Media, of Harris Corporation, formerly Leitch Technology Corporation (Leitch), a companythat was engaged in the design, development, and distribution of audio and video infrastructure to theprofessional video industry. Leitch was acquired in August 2005 by Harris Corporation. From June1999 to January 2005, Mr. Fowlie held the position of Chief Operating Officer and Chief FinancialOfficer of Inscriber Technology Corporation (Inscriber), a computer software company and fromFebruary 1998 to June 1999 Mr. Fowlie was the Chief Financial Officer of Inscriber. Inscriber wasacquired by Leitch in January 2005. Prior to working at Inscriber Mr. Fowlie was a partner withKPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998. Currently,Mr. Fowlie is also a director at RDM Corporation. Mr. Fowlie received a B.B.A. (Honours) fromWilfrid Laurier University and is a Chartered Accountant. In the last five years, Mr. Fowlie alsoserved as a director of Virtek Vision International Inc., DALSA Corporation and Semcan Inc.


Board (March 1998) 8 of 8Audit 8 of 8Corporate Governance and Nominating 4 of 4


Current:RDM CorporationFormer:Virteck Vision International Inc.Teledyne DALSA (formerly DALSA Corporation)STT Enviro Corp. (formerly Semcan Inc.)


53,017 (5) US$3,625,302.46

6

Gail E. HamiltonTexas, USAAge: 63Independent

Ms. Hamilton has served as a director of OpenText since December 2006. For the five years priorthereto, Ms. Hamilton led a team of over 2,000 employees worldwide as Executive Vice Presidentat Symantec Corp (Symantec), an infrastructure software company, and most recently had “P&L”responsibility for their global services and support business. During her five years at Symantec,Ms. Hamilton helped steer the company through an aggressive acquisition strategy. In 2003Information Security magazine recognized Ms. Hamilton as one of the “20 Women Luminaries”shaping the security industry. Ms. Hamilton has over 20 years of experience growing leadingtechnology and services businesses in the enterprise market. She has extensive managementexperience at Compaq and Hewlett Packard, as well as Microtec Research. Ms. Hamilton receivedboth a BSEE from the University of Colorado and an MSEE from Stanford University. Currently,Ms. Hamilton is also a director of the following public companies: Ixia, a provider of IP networktesting solutions, Westmoreland Coal Company and Arrow Electronics, Inc, a distributor ofcomponents and computer systems. In the last five years, Ms. Hamilton also served as a director ofSurgient, Inc., and Washington Group International.


Board (December 2006) 7 of 8Audit 8 of 8


Current:IxiaWestmoreland Coal CompanyArrow Electronics Inc.


8,772 (6) US$599,829.36

Brian J. JackmanIllinois, USAAge: 72Independent

Mr. Jackman has served as a director of OpenText since December 2002. Mr. Jackman is thePresident of the Jackman Group Inc., a private consulting firm he founded in 2005. From 1982until his retirement in September 2001, Mr. Jackman held various positions with Tellabs Inc., aU.S. based manufacturer of telecommunications equipment, most recently as Executive VicePresident of the company, and President, Global Systems and Technologies division, and as amember of the board of directors of the company. Prior to joining Tellabs Inc., Mr. Jackmanworked for IBM Corporation from 1965 to 1982, in a variety of systems, sales and marketingpositions. Mr. Jackman also serves as a director of PC-TEL, Incorporated. In the last five years,he was a director of Keithley Instruments, Incorporated until it was acquired in December 2010.Mr. Jackman received a B.A from Gannon University and an M.B.A from The PennsylvaniaState University.


Board (December 2002) 8 of 8Compensation 5 of 5Corporate Governance and Nominating 1 of 4 (7)


Current:PC-TEL, Incorporated


14,832 (8) US$1,014,212.16

7

Stephen J. SadlerOntario, CanadaAge: 62Not Independent (1)

Mr. Sadler has served as a director of OpenText since September 1997. From April 2000 topresent, Mr. Sadler has served as the Chairman and CEO of Enghouse Systems Limited, a publiclytraded software engineering company that develops geographic information systems as well ascontact center systems. Mr. Sadler was previously Chief Financial Officer, President and ChiefExecutive Officer of GEAC. Prior to Mr. Sadler’s involvement with GEAC, he held executivepositions with Phillips Electronics Limited and Loblaws Companies Limited, and was Chairmanof Helix Investments (Canada) Inc. Currently, Mr. Sadler is a director of Enghouse SystemsLimited. Mr. Sadler holds a B.A. Sc. (Honours) in Industrial Engineering and an M.B.A. (Dean’sList) and he is a Chartered Accountant. In the past five years, Mr. Sadler also served as a directorof Frontline Technologies Inc. (formerly Belzberg Technologies Inc.).


Board (September 1997) 8 of 8 N/A


Current:Enghouse Systems Limited


101,492 (9) US$6,940,022.96

MichaelSlaunwhiteOntario, CanadaAge: 52Independent

Mr. Slaunwhite has served as a director of OpenText since March 1998. Mr. Slaunwhite ispresently the Executive Chairman of Halogen Software Inc. Mr. Slaunwhite had served as CEOand Chairman of Halogen Software Inc., a provider of employee performance managementsoftware, from 2000 to August 2006, and as President and Chairman from 1995 to 2000. From1994 to 1995, Mr. Slaunwhite was an independent consultant to a number of companies, assistingthem with strategic and financing plans. Mr. Slaunwhite was the Chief Financial Officer of CorelCorporation from 1988 to 1993. Mr. Slaunwhite holds B.A. Commerce (Honours) from CarletonUniversity.


Board (March 1998) 8 of 8Compensation 5 of 5Corporate Governance and Nominating 4 of 4


Current:Halogen Software Inc.


87,674 (10) US$5,995,148.12

8

Katharine B.StevensonOntario, CanadaAge: 51Independent

Ms. Stevenson has served as a director of OpenText since December of 2008. Ms. Stevenson is acorporate director, serving on both public and “Not for Profit” boards. Since 2011 she has been adirector of the Canadian Imperial Bank of Commerce (CIBC). She has been a director of ValeantPharmaceuticals International Inc. since 2010, and a director of CAE Inc. since 1997.Ms. Stevenson also served as a director of OSI Pharmaceuticals Inc, until its sale to AstellasPharma Inc. in 2010. Previously Ms. Stevenson was also a director of Afexa Life Sciences Inc.(Afexa). Valeant, Afexa, CIBC and CAE Inc. are publicly listed companies. Ms. Stevenson isVice-Chair of the Board of Governors of the University of Guelph and as Past Chair of the Boardof Governors of The Bishop Strachan School, she continues to serve as a Governor. She iscertified with the professional designation ICD.D, granted by the Institute of Corporate Directors(ICD). She was formerly a senior finance executive of Nortel Networks Corporation from 1995 to2007, serving as global treasurer from 2000 to 2007. From 1984 to 1995, she held a variety ofpositions in investment and corporate banking at JP Morgan Chase & Co. Ms. Stevenson holds aB.A. (Magna Cum Laude) from Harvard University.


Board (December 2008) 8 of 8Audit 8 of 8


Current:CAE Inc.Canadian Imperial Bank of Commerce (CIBC)Valeant Pharmaceuticals International Inc.

Former:Afexa Life Sciences Inc. (Afexa)


7,152 (11) US$489,053.76

DeborahWeinsteinOntario, CanadaAge: 53Independent

Ms. Weinstein has served as a director of OpenText since December 2009. Ms. Weinstein is aco-founder and partner of LaBarge Weinstein LLP, a business law firm based in Ottawa, Ontario,since 1997. Ms. Weinstein’s legal practice specializes in corporate finance, securities law, mergersand acquisitions and business law representation of public and private companies, primarily inknowledge-based growth industries. Prior to founding LaBarge Weinstein LLP, Ms. Weinsteinwas a partner of the law firm Blake, Cassels & Graydon LLP, where she practiced from 1990 to1997 in Ottawa, and in Toronto from 1985 to 1987. Ms. Weinstein also serves as a director ofLW Capital Pool Inc., Dynex Power Inc., a manufacturer of power semi conductors, StandardInnovation Corporation, a private company, as well as a number of not-for-profit boards.Ms. Weinstein holds an LL.B. from Osgoode Hall Law School, of York University.


Board (December 2009) 8 of 8Compensation 5 of 5Corporate Governance and Nominating 4 of 4


Current:Dynex Power Inc.


7,033 (12) US$480,916.54

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Notes:(1) Director is considered to have a material relationship with the Company. See “Statement of Corporate Governance

Practices—Board of Directors”.(2) The number of Common Shares beneficially owned includes all (a) Common Shares as to which a person has sole

or shared voting or investment power, (b) vested and unvested Deferred Share Units (DSUs) and (c) vestedRestricted Stock Units (RSUs). For details of DSUs, see “Director Compensation for Fiscal 2013” below and fordetails of RSUs, see “Compensation Committee Report” below.

(3) The value of Common Shares/DSUs/RSUs was calculated based on the closing price for the Company’s CommonShares as traded on NASDAQ as of August 16, 2013 of US$68.38.

(4) Comprised of 768,087 Common Shares.(5) Comprised of 46,500 Common Shares and 6,517 DSUs.(6) Comprised of 3,500 Common Shares and 5,272 DSUs.(7) Mr. Jackman was a member of the Corporate Governance and Nominating Committee until October 1, 2012 and

attended the one meeting the Committee had prior to that date.(8) Comprised of 12,000 Common Shares and 2,832 DSUs.(9) Comprised of 95,000 Common Shares and 6,492 DSUs.(10) Comprised of 79,400 Common Shares and 8,274 DSUs.(11) Comprised of 3,100 Common Shares and 4,052 DSUs.(12) Comprised of 7,033 DSUs.

2. Re-Appointment of Independent Auditors and Authorization of Directors to Fix Their Remuneration

KPMG LLP, Chartered Accountants, are the current auditors of the Company. At the Meeting, holders ofthe Common Shares will be requested to re-appoint KPMG LLP as the independent auditors of the Company tohold office until the next annual meeting of shareholders or until a successor is appointed, and to authorize theBoard of Directors to fix the auditors’ remuneration. KPMG LLP were first appointed as auditors of theCompany on April 5, 2001.

During the Company’s fiscal year beginning on July 1, 2012 and ending on June 30, 2013 (“Fiscal 2013”)and the Company’s fiscal year beginning on July 1, 2011 and ending on June 30, 2012 (“Fiscal 2012”), theCompany paid the following fees to KPMG LLP for audit services and non-audit services:

Audit Fees

Audit fees were $2.1 million for Fiscal 2013 and $1.8 million for Fiscal 2012. Such fees were forprofessional services rendered for (a) the annual audits of the Company’s consolidated financial statements andthe accompanying attestation report regarding the Company’s internal control over financial reporting containedin the Company’s Annual Report on Form 10-K, and (b) the review of quarterly financial information included inthe Company’s Quarterly Reports on Form 10-Q.

Audit-Related Fees

Audit-related fees were approximately $0.3 million for Fiscal 2013 and $0.2 million for Fiscal 2012. Audit-related fees include (a) services related to statutory audits where applicable, (b) audit services related to mergersand acquisitions, and (c) review of non-periodic filings with the Securities and Exchange Commission.

Tax Fees

The total fees for tax services were approximately $0.1 million for Fiscal 2013 and $0.3 million for Fiscal2012. These fees were for services related to tax compliance, including the preparation of tax returns, taxplanning and tax advice.

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All Other Fees

Other fees were approximately nil for Fiscal 2013 and $0.01 million for Fiscal 2012. These fees relatedprimarily to costs associated with miscellaneous consulting services.

The Board of Directors recommends a vote “for” the re-appointment of KPMG LLP as independent auditorsfor the Company until the next annual meeting of shareholders or until a successor is appointed and theauthorization of the Board of Directors to fix the auditors’ remuneration. In the absence of a contraryinstruction, the persons designated by management of the Company in the enclosed form of proxy intendto vote FOR the re-appointment of KPMG LLP as auditors of the Company to hold office until the nextannual meeting of shareholders or until a successor is appointed and the authorization of the Board ofDirectors to fix the remuneration of the auditors.

3. Amended and Restated Shareholder Rights Plan

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to approve, with or withoutvariation, a resolution (the “Rights Plan Resolution”) approving the continuation, amendment and restatement ofthe shareholder rights plan of the Company. The text of the Rights Plan Resolution is attached as Schedule “A”hereto.

Background

The Company and Computershare Investor Services Inc. (the “Rights Agent”) entered into an agreementdated as of December 6, 2007 to implement the Amended and Restated Rights Plan (the “Rights Plan”). Apredecessor of the Rights Plan was originally established in 2004, and the Rights Plan was amended andconfirmed by the shareholders at the annual and special meeting of shareholders held on December 6, 2007 andDecember 2, 2010. The Company’s Board of Directors has approved an amended and restated shareholder rightsplan to be dated September 26, 2013 (the “Amended Rights Plan”) if approved at the Meeting.

The Amended Rights Plan continues (with the changes described below) a right (which may only beexercised if a person acquires control of 20% or more of the Common Shares) for each shareholder, other thanthe person that acquires 20% or more of the Common Shares, to acquire additional Common Shares at one-halfof the market price at the time of exercise. This significantly dilutes the share position of the person that acquires20% or more of the Common Shares and practically prevents that person from acquiring control of 20% orgreater of the Common Shares unless the rights plan has been withdrawn or the buyer makes a Permitted Bid (asdefined in the Amended Rights Plan). The most common approaches that a buyer may take to have a rights planwithdrawn are to negotiate with the Board of Directors to have the rights plan waived, or to apply to a securitiescommission to order withdrawal of the rights plan if the Company cannot develop an auction. Both of theseapproaches will give the Board of Directors more time and control over any sale process and increase thelikelihood of a better offer to the Company’s shareholders. See “Objectives of the Amended Rights Plan” below.

The Amended Rights Plan contains the following amendments to the Rights Plan:

• The definition of “control”, which is used in the determination of a person’s ownership of CommonShares, has been narrowed to apply only to control of a corporation, which would not apply, forexample, to control of other entities such as limited partnerships or trusts. The purpose of thismodification is to minimize concerns that the Amended Rights Plan may be inadvertently triggered ortriggered as a result of an aggregation of holdings of investment funds or trusts under commonmanagement or otherwise related in circumstances in which such funds or trusts are not participating inan acquisition of Common Shares. To the extent that any such fund or trust acts jointly or in concertwith a person that acquires Common Shares, their Common Shares will, subject to certain exceptions,be aggregated for the purposes of the Amended Rights Plan; and

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• The provisions of the Amended Rights Plan which address the effective date and shareholder review ofthe Amended Rights Plan have been revised to specify the shareholder approval required to continuethe Amended Rights Plan in 2016 by any stock exchange on which the Common Shares may then belisted. The Amended Rights Plan provides that (i) if required by the rules and regulations of any stockexchange on which the Common Shares are then listed, at or prior to the annual meeting of theshareholders of the Company in 2016, provided that a Flip-in Event (as defined in the Amended RightsPlan) has not occurred prior to such time, the Board of Directors shall submit a resolution ratifying thecontinued existence of the Amended Rights Plan to all holders of Common Shares for theirconsideration and, if thought advisable, approval; and (ii) if such approval is not required by the rulesand regulations of any stock exchange on which the Common Shares are then listed, at or prior to theannual meeting of the shareholders of the Company in 2016, provided that a Flip-in Event has notoccurred prior to such time, the Board of Directors shall submit a resolution ratifying the continuedexistence of the Amended Rights Plan to the Independent Shareholders (as defined in the AmendedRights Plan) for their consideration and, if thought advisable, approval.

Apart from the above-mentioned amendments and certain other non-substantive amendments of a“housekeeping” nature to permit greater clarity and consistency, the Amended Rights Plan is identical to theRights Plan in all material respects. If the Rights Plan Resolution is passed at the Meeting, the Company andRights Agent will execute the Amended and Restated Shareholder Rights Plan Agreement (the “Amended RightsPlan Agreement”) as of the date the resolution is passed and the Amended Rights Plan will come into effect. Ifthe resolution is not passed, the Rights Plan will become void and of no further force and effect, the AmendedRights Plan Agreement will not be executed and will not become effective and the Company will no longer haveany form of shareholder rights plan.

Summary of the Amended Rights Plan and Copy of the Amended Rights Plan Agreement

A summary of the key features of the Amended Rights Plan is attached as Schedule “B” hereto. Allcapitalized terms used in this section of the Circular and Schedule “B”, with changes from the Rights Plan noted,have the meaning set forth in the Amended Rights Plan unless otherwise indicated. The complete text of theAmended Rights Plan with the changes noted is available on the Company’s website at www.opentext.com. Thecomplete text of the Rights Plan is available on SEDAR at www.sedar.com. Both the Rights Plan and theAmended Rights Plan are also available to any shareholder on request from the Secretary of the Company.Shareholders wishing to receive a copy of the Rights Plan or the Amended Rights Plan should contact theCompany by telephone (519) 888-7111 or by facsimile (519) 888-0254, in both cases to the attention of theSecretary of the Company.

Objectives of the Amended Rights Plan

The Amended Rights Plan is not being confirmed or amended and restated in response to or in anticipationof any pending or threatened take-over bid, nor to deter take-over bids generally. As of the date of this Circular,the Board of Directors is not aware of any third party considering or preparing any proposal to acquire control ofthe Company. The primary objectives of the Amended Rights Plan are to ensure that, in the context of a bid forcontrol of the Company through an acquisition of the Common Shares, the Board of Directors has sufficient timeto assess alternatives for maximizing shareholder value as it considers in its judgment to be in the best interestsof the Company, including: continued implementation of the Company’s long-term strategic plans, as these maybe modified by the Company from time to time; to provide adequate time for competing bids to emerge; toensure that shareholders have an equal opportunity to participate in such a bid and to give them adequate time toproperly assess the bid; and lessen the pressure to tender typically encountered by a securityholder of an issuerthat is subject to a bid.

The Amended Rights Plan in no way prohibits a change of control of the Company in a transaction that isfair and in the best interests of all shareholders of the Company. The rights of shareholders to seek a change inthe management of the Company or to influence or promote action of management in a particular manner will

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not be affected by the Amended Rights Plan. The approval of the Amended Rights Plan does not affect the dutyof a director to act honestly and in good faith with a view to the best interests of the Company.

In approving the Amended Rights Plan, the Board of Directors considered the following concerns inherentin the existing legislative framework governing take-over bids in Canada:

(a) Time. Current legislation permits a take-over bid to expire in 35 days. The Board of Directors is ofthe view that this generally is not sufficient time to permit shareholders to consider a take-over bidand to make a reasoned and considered decision concerning available alternatives. The AmendedRights Plan provides a mechanism whereby the minimum expiry period for a take-over bid must be60 days after the date of the bid and the bid must remain open for a further period of ten BusinessDays after the Offeror publicly announces that the Common Shares deposited or tendered and notwithdrawn constitute more than 50% of the Common Shares outstanding held by IndependentShareholders (generally, shareholders other than the Offeror or Acquiring Person (someone whobeneficially owns greater than 20% of the outstanding Common Shares), their Associates andAffiliates, and Persons acting jointly or in concert with the Offeror or Acquiring Person). TheAmended Rights Plan is intended to provide shareholders with adequate time to properly evaluatethe offer and to provide the Board of Directors with sufficient time to assess alternatives formaximizing shareholder value. Those alternatives could include identifying other potential bidders,conducting an orderly auction, continued pursuit of the Company’s long-term strategic plans, ordeveloping a restructuring alternative that could enhance shareholder value.

(b) Pressure to Tender. A shareholder may feel pressured to tender to a bid that the shareholderconsiders to be inadequate out of a concern that failing to tender may result in the shareholder beingleft with illiquid or minority discounted securities in the Company. This is particularly so in the caseof a partial bid for less than all securities of a class, where the bidder wishes to obtain a controlposition but does not wish to acquire all of the Common Shares. The Amended Rights Plan providesa mechanism in the Permitted Bid provision that is intended to ensure that a shareholder may removethe uncertainty as to whether a majority of shareholders will support a take-over bid from thedecision to tender to the take-over bid by requiring that a take-over bid remain open for acceptancefor a further 10 Business Days following public announcement that more than 50% of the CommonShares held by Independent Shareholders have been deposited and not withdrawn as at the initialdate of take-up or payment by the buyer. This mechanism therefore will lessen any undue pressure totender that may be encountered by a shareholder if a take-over bid is made for the Common Shares.

(c) Unequal Treatment. While existing securities legislation has substantially addressed many concernsof unequal treatment, there remains the possibility that control of an issuer may be acquired pursuantto a private agreement in which a small group of securityholders dispose of their securities at apremium to market price which premium is not shared with other securityholders. In addition, aperson may slowly accumulate securities through stock exchange acquisitions which may result,over time, in an acquisition of control without payment of fair value for control or a fair sharing of acontrol premium among all securityholders. The Amended Rights Plan addresses these concerns byapplying to all acquisitions of greater than 20% of the Common Shares, to better ensure thatshareholders receive equal treatment.

General Impact of the Amended Rights Plan

It is not the intention of the Board of Directors, in approving the Amended Rights Plan, to secure thecontinuance of existing directors or management in office, nor to avoid a bid for control of the Company in atransaction that is fair and in the best interests of the Company and its shareholders. For example, through thePermitted Bid mechanism, described in more detail in the summary contained in Schedule “B” hereto,shareholders may tender to a bid that meets the Permitted Bid criteria without triggering the Amended RightsPlan, regardless of the acceptability of the bid to the Board of Directors. Furthermore, even in the context of a bid

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that does not meet the Permitted Bid criteria, the Board of Directors will continue to be bound to consider fullyand fairly any bid for the Common Shares in any exercise of its discretion to waive application of the AmendedRights Plan or redeem the Rights. In all such circumstances, the Board of Directors must act honestly and in goodfaith with a view to the best interests of the Company and its shareholders.

The Amended Rights Plan does not preclude any shareholder from utilizing the proxy mechanism under theCanada Business Corporations Act (the “CBCA”) and securities laws to promote a change in the management ordirection of the Company, or its Board of Directors, and has no effect on the rights of holders of outstandingCommon Shares to requisition a meeting of shareholders in accordance with the provisions of applicablecorporate and securities legislation, or to enter into agreements with respect to voting their Common Shares. Thedefinitions of “Acquiring Person” and “Beneficial Ownership” have been developed to minimize concerns thatthe Amended Rights Plan may be inadvertently triggered or triggered as a result of an overly-broad aggregationof holdings of institutional shareholders and their clients.

The Amended Rights Plan will not interfere with the day-to-day operations of the Company. The issuance ofthe Rights does not in any way alter the financial condition of the Company, impede its business plans or alter itsfinancial statements.

In summary, the Board of Directors believes that the dominant effect of the Amended Rights Plan will be tomaximize the Company’s opportunity to enhance shareholder value, and ensure equal treatment of allshareholders in the context of a bid for control of the Company.

Vote Required

Shareholder approval of the Amended Rights Plan is not required by law but is required by applicable stockexchange rules. The Amended Rights Plan has been conditionally approved by the Toronto Stock Exchange (the“TSX”), subject to shareholder approval. The TSX and the terms of the Rights Plan require that the continuation,amendment and restatement of the Rights Plan must be approved by (i) a simple majority of the votes cast infavour of the Rights Plan Resolution by all shareholders, whether in person or by proxy; and (ii) a simplemajority of the votes cast in favour of the Rights Plan Resolution by the Independent Shareholders (as defined inthe Rights Plan), whether in person or by proxy. An “Independent Shareholder” is generally any shareholderother than an “Acquiring Person” (as defined in the Rights Plan) and its associates and affiliates. As of the dateof this Circular, the Company is not aware of any shareholder that would not be considered an IndependentShareholder, and therefore it is anticipated that all shareholders will be eligible to vote their Common Shares onthe Rights Plan Resolution. If the Rights Plan Resolution is passed at the Meeting, then the Amended Rights Planwill become effective as of the date the Rights Plan Resolution is passed. If the Rights Plan Resolution is notpassed at the Meeting, the Amended Rights Plan will not become effective.

Recommendation of the Board of Directors

The Board of Directors has reviewed the Amended Rights Plan for conformity with current practices ofCanadian issuers with respect to shareholder rights plan design. Based on its review, the Board of Directors hasdetermined that it is advisable and in the best interests of the Company and its shareholders that the Companyhave in place a shareholder rights plan in the form of the Amended Rights Plan. Accordingly, the Board ofDirectors unanimously recommends a vote “for” the Rights Plan Resolution. On July 30, 2013, the Board ofDirectors resolved to adopt the Amended Rights Plan, subject to regulatory approval and approval by theshareholders at the Meeting. The Company has been advised that the directors and senior officers of theCompany intend to vote all Common Shares held by them in favour of the Rights Plan Resolution. In theabsence of a contrary instruction, the persons designated by management of the Company in the enclosedform of proxy intend to vote FOR the Rights Plan Resolution.

The Board of Directors reserves the right to alter any terms of or not proceed with the Amended Rights Planat any time prior to the meeting if the Board of Directors determines that it would be in the best interests of theCompany and its shareholders to do so, in light of subsequent developments.

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4. Amendment of By-laws

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to approve, with or withoutvariation, a resolution (the “By-law Resolution”) approving, ratifying and confirming certain amendments to theby-laws of the Company (the “By-laws”). The text of the By-law Resolution is attached as Schedule “C” hereto.

The Board of Directors approved the By-laws on November 2, 2005 and the shareholders confirmed the By-laws without variation on December 15, 2005. On October 26, 2010, the Board of Directors approved aresolution to amend the By-laws and the shareholders confirmed the amendment to the By-laws without variationon December 2, 2010. On July 30, 2013, the Board of Directors approved a resolution to further amend the By-laws. The following summarizes the reasons for amending the Company’s By-laws and is qualified in its entiretyby reference to the full text of the amended By-laws. The amended By-laws can be found at www.sedar.com andwww.sec.gov and with the changes noted, at the Company’s website at www.opentext.com.

• To provide for advance notice of nominations of directors (the “Advance Notice Amendments”) incircumstances where nominations of persons for election to the Board of Directors are made byshareholders other than pursuant to a requisition of a meeting made pursuant to the provisions of theCBCA or a shareholder proposal made pursuant to the provisions of the CBCA. The Advance NoticeAmendments fix deadlines by which a shareholder must notify the Company of nominations of personsfor election to the Board of Directors, which deadlines are applicable in respect of the Meeting. TheAdvance Notice Amendments also stipulate that certain information about any proposed nominee beincluded in such a notice in order for it to be valid. The purpose of the Advance Notice Amendments isto ensure that all shareholders, including those participating in a meeting by proxy rather than inperson, receive adequate prior notice of director nominations, as well as sufficient informationconcerning the nominees, and can thereby exercise their voting rights in an informed manner. Inaddition, the Advance Notice Amendments should assist in facilitating an orderly and efficient meetingprocess.

• To provide that, in addition to Common Shares being evidenced by security certificates, CommonShares of the Company may be uncertificated securities, evidenced through an electronic, book-based,direct registration service or other non-certificated entry or position on the register of shareholders tobe kept by the Company (the “Uncertificated Amendment”). As our Articles of Amalgamation andBy-laws are silent on the issue of uncertificated Common Shares, the purpose of the UncertificatedAmendment is to set out the Company’s approach with respect to such Common Shares and to clarifythat a registered holder of uncertificated Common Shares shall be entitled to all of the same benefits,rights, entitlements and shall incur the same duties and obligations as a registered holder of CommonShares that are evidenced by physical share certificates.

• To clarify that the indemnification of directors and officers of the Company pursuant to the By-laws isin addition to, and does not limit, any other rights of indemnification of the directors and officers.

• To permit notices contemplated by the By-laws to be provided by email or other form of electronicmessage in order to facilitate future communications.

• To implement changes of a “house-keeping” nature.

The Board of Directors do not consider the amendments to the By-laws to be material and the amendmentsdo not impact the substantive rights of the Common Shares. The CBCA requires that the Board of Directorssubmit the amendments to the shareholders at the Meeting. The By-law Resolution must be approved by a simplemajority of votes cast by shareholders at the Meeting, whether in person or by proxy. Although the By-lawResolution is effective from the date it is approved by the directors, being July 30, 2013, if the By-law Resolutionis not confirmed by the shareholders at the Meeting, then the amendments to the By-laws cease to be effective. Ifthe By-law Resolution is confirmed by the shareholders at the Meeting, then the amendments to the By-lawsshall continue to be effective.

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The Board of Directors has reviewed the By-law Resolution and has determined that it is advisable and inthe best interests of the Company that the By-laws be amended as set out in the By-law Resolution. Accordingly,the Board of Directors unanimously recommends a vote “for” the By-law Resolution. The Company has beenadvised that the directors and senior officers of the Company intend to vote all Common Shares held by them infavour of the approval of the By-law Resolution. In the absence of a contrary instruction, the personsdesignated by management of the Company in the enclosed form of proxy intend to vote FOR the By-lawResolution.

5. Other Matters

The Company knows of no other matters to be submitted to the shareholders at the Meeting. If any othermatters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxyto vote the Common Shares they represent in accordance with their judgment on such matters.

EXECUTIVE COMPENSATION

Stock Option Plans

2004 Stock Option Plan. On October 26, 2004, the Board of Directors adopted the Company’s 2004 StockOption Plan and on December 7, 2006, December 9, 2008, and September 27, 2012 shareholders approvedcertain amendments to the 2004 Stock Option Plan. The 2004 Stock Option Plan complies both with theapplicable rules of the TSX and the NASDAQ. Under the 2004 Stock Option Plan, options to purchase CommonShares may be granted to full-time employees, consultants or directors of the Company. The exercise price ofany option to be granted under the 2004 Stock Option Plan is determined by the Board of Directors, but shall notbe less than the closing price of the Common Shares on the day immediately preceding the date of grant on thequotation system or stock exchange which had the greatest volume of trading of Common Shares on theapplicable trading day. There are currently 6,300,000 Common Shares reserved for issuance under the 2004Stock Option Plan, of which 2,279,899 remain available for grant as of August 16, 2013.

No options can be granted to any participant if: (a) the total number of Common Shares issuable to suchparticipant under the 2004 Stock Option Plan, together with any Common Shares reserved for issuance to suchparticipant under options for services or any other stock option plans, would exceed 5% of the then issued andoutstanding Common Shares; (b) the aggregate number of Common Shares issuable to insiders at any time andissued to insiders within the one-year period prior to such time pursuant to options or other share compensationarrangements exceeds 10% of the then issued and outstanding Common Shares; or (c) the aggregate number ofCommon Shares issued or issuable to any one insider and such insider’s associates, within a one-year period,pursuant to options or other share compensation arrangements exceeds 5% of the then issued and outstandingCommon Shares. In addition, the 2004 Stock Option Plan prohibits the grant of options to any participant if theaggregate number of Common Shares reserved for issuance pursuant to all of the Company’s share compensationarrangements to directors who are not employees or officers of the Company exceeds 0.49% of the issued andoutstanding Common Shares. Finally, no options may be granted to any non-employee director if the aggregateValue (as defined below) of options granted under the 2004 Stock Option Plan to, or any other sharecompensation arrangements of the Company entered into with, such non-employee director during any fiscal yearof the Company would exceed $100,000. For the purposes of the 2004 Stock Option Plan, “Value” is defined tomean, on any date, the amount of the expense associated with the grant of an option or share compensationarrangement, as applicable, as determined in accordance with United States generally accepted accountingprinciples (as determined in accordance with the Black-Scholes option pricing model) and reflected in thefinancial statements of the Company.

The 2004 Stock Option Plan is administered by the Compensation Committee of the Board of Directors (the“Compensation Committee”), which has the authority, subject to the terms of the 2004 Stock Option Plan, tomake recommendations to the Board of Directors regarding the approval of the persons to whom options may be

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granted, the exercise price, the number of Common Shares subject to each option, the time or times at which allor a portion of each option may be exercised and certain other provisions relating to each option, includingvesting provisions.

Under the 2004 Stock Option Plan, options vest over a four-year period unless otherwise specified by theBoard of Directors at the time of grant.

Each option, unless terminated pursuant to the 2004 Stock Option Plan, will expire on a date to bedesignated by the Company at the time of the grant of the option; however, such date can be no later than the datethat is seven years after the date on which the option was granted.

The 2004 Stock Option Plan provides for an extension for the exercise of options where there is a tradingblack-out imposed by the Company’s insider trading policy (the “Insider Trading Policy”). Pursuant to theInsider Trading Policy, directors and certain officers and employees of the Company are prohibited from tradingin securities of the Company during a regularly scheduled period that commences at the close of business on thefifteenth day of the last month of the fiscal quarter and ends at the opening of the market on the second tradingday on NASDAQ following the date on which a press release has been issued in respect of the Company’sinterim or annual financial results. The period during which directors and certain officers and employees of theCompany are prohibited from trading under the Insider Trading Policy is referred to as a “trading black-out”. Inaddition, the Insider Trading Policy provides for the imposition of exceptional trading black-outs on individualswith knowledge of pending material developments that have not been disclosed to the public. The 2004 StockOption Plan permits any option granted under the 2004 Stock Option Plan that would expire within, or within the10 business days that follow, a trading black-out to be exercised within 10 business days following such tradingblack-out.

If an option holder resigns or ceases to be an employee of the Company or ceases to be engaged by theCompany, vested options held by such holder may be exercised prior to the earlier of the 90th day following suchoccurrence and the expiry of the period during which the options are otherwise exercisable. If an option holderceases to be an employee or director of the Company or ceases to be engaged by the Company for cause orbreach of duty, no options held by such holder may be exercised, and the option holder shall have no rights toany Common Shares in respect of such options following the date of notice of such cessation or termination,except in accordance with a written agreement with the Company.

In the event of the death of an option holder and the circumstances specified in the preceding paragraphhave not occurred in relation to the option holder, any unexpired option held by such option holder at the time ofhis or her death will expire and terminate on the earlier of (i) the 180th day following the date of death, unless theCompany receives a notice from the legal representatives of the deceased stating that they wish to exercise theoption in respect of up to the number of Common Shares that the deceased could have exercised at the date of hisor her death, in which case the option as it relates to such Common Shares will not expire and the Company willissue to the estate of the deceased that number of Common Shares as were specified in the notice of exercise, and(ii) the expiry of the period during which the Option is exercisable, or such later date within one year followingthe date of death of the option holder as the Company may in its discretion designate.

The following types of amendments to the 2004 Stock Option Plan require shareholder approval: (i) anyincrease in the maximum number of Common Shares in respect of which options may be granted under the 2004Stock Option Plan; (ii) any amendment that would reduce the option exercise price at which options may begranted below the minimum price currently provided for in the 2004 Stock Option Plan; (iii) any amendment thatwould increase the limits on the total number of Common Shares issuable to any one individual under the 2004Stock Option Plan or to any one insider of the Company and the insider’s associates; (iv) any amendment thatwould increase the limits on the total number of Common Shares reserved for issuance pursuant to optionsgranted to insiders of the Company or for issuance to insiders or non-employee directors within a one-year

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period; (v) any amendment that would increase the maximum term of an option granted under the 2004 StockOption Plan; (vi) any amendment that would extend the term of any outstanding option to a date beyond the latestexercise date currently stipulated in the 2004 Stock Option Plan; (vii) any amendment that would reduce theexercise price of an outstanding option (other than as may result from general anti-dilution adjustments providedfor in the 2004 Stock Option Plan); (viii) any amendment that would allow an option to be cancelled andre-issued to the same person at a lower exercise price; (ix) any amendment that would permit assignments topersons not currently permitted under the 2004 Stock Option Plan; (x) any amendment that would expand thescope of those persons eligible to participate in the 2004 Stock Option Plan, including non-employee directors;and (xi) any amendment to the provisions governing amendment of the 2004 Stock Option Plan.

Amendments to the 2004 Stock Option Plan or options that are not subject to shareholder approval may beimplemented by the Company without shareholder approval, but are subject to any approval required by the rulesof any stock exchange on which the Common Shares are listed and other requirements of applicable law.

The Company may, in its sole discretion, make loans or provide guarantees for loans by financialinstitutions to assist participants to purchase Common Shares upon the exercise of the options so granted. Thepractice of the Company is not to make any such loans or guarantees and there are no such loans or guaranteescurrently outstanding. The interest of any option holder under the 2004 Stock Option Plan or in any option is nottransferable. In the event of, among other things, an amalgamation, arrangement or take-over bid affecting theCompany, the Board of Directors of the Company will make an equitable adjustment to any options thenoutstanding and in the exercise price in respect of such options.

Other Stock Option Plans. The terms of the other stock option plans of the Company are substantiallyidentical to those of the 2004 Stock Option Plan outlined above except: (i) in the case of the Hummingbird StockOption Plan, the IXOS Stock Option Plan, the Gauss Stock Option Plan, the Vista Stock Option Plan and theArtesia Stock Option Plan, there are restrictions in respect of the grant of options to employees, directors orconsultants who were formerly employees of IXOS Software AG, Gauss Interprises AG, Quest Software, Inc. orArtesia Technologies, Inc., respectively, or one of that corporation’s subsidiaries; and (ii) in the case of the 1998Stock Option Plan, there are provisions permitting the grant of options for a term of up to 10 years and the grantof options is limited to employees.

With the approval of the 2004 Stock Option Plan on October 26, 2004 by the Board of Directors, no furtheroptions have been or will be granted under any option plan of the Company other than the 2004 Stock OptionPlan and the 1998 Stock Option Plan. See the chart under the heading “––Equity Compensation PlanInformation” for information relating to the number of Common Shares available for issuance and otherinformation concerning the option plans of the Company.

Summary of Outstanding Stock Options and Potential Issuances. As of August 16, 2013, options to purchasean aggregate of 1,911,332 (3.2% of outstanding Common Shares) Common Shares had been previously grantedand are outstanding under all of the Company’s stock option plans exercisable at prices ranging from $17.41 to$66.33. Of these, options to purchase 676,631 (1.1% of outstanding Common Shares) Common Shares werevested and the remaining options vest over the next 4 years.

Stock Purchase Plan

In October 2004, the Board of Directors adopted the Company’s Stock Purchase Plan, which hassubsequently been amended, most recently by the shareholders in December 2006. There are 1,000,000 CommonShares reserved for issuance under the Stock Purchase Plan. The Stock Purchase Plan is designed to encourageeligible employees to remain in the employ of the Company and its participating subsidiaries. All employees ofthe Company or any of its participating subsidiaries whose regular employment is more than 20 hours per week

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are eligible to receive options under the plan to purchase Common Shares. However, no employee may begranted an option if such grant would entitle the employee to 5% or more of the total combined voting power orvalue of all classes of shares of the Company or of any parent corporation or subsidiary. No employee will begranted an option which permits the employee’s right to purchase shares under the plan to accrue at a rate whichexceeds $25,000 of the fair market value of such shares.

An option granted under the Stock Purchase Plan may not be pledged, assigned, encumbered or otherwisetransferred except by will or by the laws of descent and distribution. If a participant ceases to be an eligibleemployee, the Company will refund to the participant, without interest, the entire balance of his or her payrolldeduction account under the Stock Purchase Plan. An employee can sell Common Shares purchased under theStock Purchase Plan at any time, subject to compliance with any applicable federal, state and provincialsecurities laws and regulations.

Unless terminated sooner, the Stock Purchase Plan will terminate on January 1, 2015. The Stock PurchasePlan may be terminated at any time by the Board of Directors, but in any case will terminate when all orsubstantially all of the unissued Common Shares reserved under the plan have been purchased. Upon suchtermination, all payroll deductions not used to purchase Common Shares will be refunded without interest. TheCompensation Committee administers the Stock Purchase Plan.

The following types of amendments to the Stock Purchase Plan require shareholder approval: (i) anyamendment to the maximum aggregate number of Common Shares that may be purchased pursuant to the StockPurchase Plan (other than as may result from general anti-dilution adjustments provided for in the Stock PurchasePlan); (ii) any amendment that would increase the amount of the cash contribution that may be made by theCompany to the purchase of Common Shares by any employee participating in the Stock Purchase Plan; (iii) anyamendment that would increase the maximum percentage of base salary during any pay period or the maximumdollar amount in any one calendar year that any eligible participant may direct be made, pursuant to the StockPurchase Plan, toward the purchase of Common Shares on his behalf through payroll deductions; (iv) anyamendment that would increase the limits on the total number of Common Shares that may be acquired by anyone individual under the Stock Purchase Plan or to any one insider of the Company and the insider’s associates;(v) any change to the eligible participants that would have the potential for broadening or increasing insiderparticipation in the Stock Purchase Plan; and (vi) any amendment that would increase the limit on the totalnumber of Common Shares that may be acquired by insiders of the Company and acquired by insiders within aone-year period.

Amendments to the Stock Purchase Plan that are not subject to shareholder approval may be implementedby the Company without shareholder approval, subject to any approval required by the rules of any stockexchange on which the Common Shares are listed and any other requirements of applicable law.

In the event of, among other things, a consolidation, acquisition or merger, or a sale of all or substantially allof the Company’s assets, the Compensation Committee will adjust a participant’s rights under options grantedunder the Stock Purchase Plan.

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Equity Compensation Plan Information

The following table sets out the number of securities authorized for issuance under the Company’s equitycompensation plans.

Plan Category

Total Number ofCommon Shares

Issued Pursuant toExercise of Options

(a)

Number of Common Shares toto be Issued upon Exercise of

Outstanding Options(b)

Weighted—AverageExercise Price of

Outstanding Options(c)

Number of Common SharesRemaining Available for

Future Issuance Under EquityCompensation Plans

(excluding Common Sharesreflected in column (b))

(d)

As atAugust 16, 2013

(#/% (1))

As atJune 30,2013 (#)

As atAugust 16,

2013 (#/% (1))

As atJune 30,2013 ($)

As atAugust 16,

2013 ($)

As atJune 30,2013 (#)

As atAugust 16,

2013 (#/% (1))

Equity Compensation Plans Approved by Shareholders2004 Stock Option Plan . . . . . . . . . . 2,204,850/3.7 1,683,720 1,815,251/3.1 51.24 52.36 2,411,430 2,279,899/3.91998 Stock Option Plan . . . . . . . . . . 5,278,180/8.9 105,000 81,000/0.1 24.48 25.96 240,820 240,820/0.4

Equity Compensation Plans Not Approved by Shareholders (2)Hummingbird Stock Option Plan . . 26,899/0.0 10,671 9,081/0.0 24.77 25.09 — —/—Centrinity Stock Option Plan . . . . . . 401,468/0.7 0 0/0.0 0 0 — —/—IXOS Stock Option Plan . . . . . . . . . 59,250/0.1 6,000 6,000/0.0 26.24 26.24 — —/—Gauss Stock Option Plan . . . . . . . . . 38,000/0.1 0 0/0.0 0 0 — —/—Vista Stock Option Plan . . . . . . . . . 24,625/0.0 0 0/0.0 0 0 — —/—Artesia Stock Option Plan . . . . . . . . 7,500/0.0 0 0/0.0 0 0 — —/—Total . . . . . . . . . . . . . . . . . . . . . . . . .

8,040,772/13.6 1,805,391 1,911,332/3.2(3) 49.44 51.03 2,652,250 2,520,719/4.3Notes:(1) As a percentage of total outstanding Common Shares as at August 16, 2013.(2) The equity compensation plans not approved by shareholders, described in more detail under “Stock Option Plans—Other Stock Option

Plans” above, consist of option grants and option plans assumed by the Company in connection with acquisition-related transactions inprior fiscal periods. The Company has agreed to issue Common Shares upon the exercise of options under such plans, but no post-acquisition grants under such plans have been or will be made.

(3) The weighted average remaining life of the outstanding options is 5.05 years.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed with our management the followingCompensation Discussion and Analysis. Based on this review and discussion, our Compensation Committee hasrecommended to the Board that the following Compensation Discussion and Analysis be included in thisCircular.

This report is provided by the following independent directors, who comprise our CompensationCommittee:

Michael Slaunwhite (Chair), Brian J. Jackman, Deborah Weinstein.

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our principal executive officer,principal financial officer, and our three most highly compensated executive officers, other than our principalexecutive officer and principal financial officer (collectively, the Named Executive Officers) for the year whichended on June 30, 2013 (Fiscal 2013), should be read together with the compensation tables and relateddisclosures set forth below. This discussion contains forward-looking statements that are based on our currentplans, considerations, expectations and projections regarding future compensation programs. Actualcompensation programs that we adopt in the future may differ materially from the various planned programssummarized in this discussion.

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Payments in Canadian dollars included herein, unless otherwise specified, are converted to U.S. dollarsusing an average annual exchange rate of 0.9926.

Overview of Compensation Program

The Compensation Committee of OpenText’s board of directors (the Compensation Committee or theCommittee) is responsible for making recommendations to OpenText’s board of directors (the Board) withrespect to the compensation of our Named Executive Officers. Our Compensation Committee makesrecommendations to the Board in line with our goal to provide total compensation to our Named ExecutiveOfficers that is fair and reasonable and consistent with our compensation philosophy to achieve our short-termand long-term business goals, and to provide market competitive compensation, the majority of which is basedon the achievement of performance goals. The Named Executive Officers who are the subject of thisCompensation Discussion and Analysis are:

• Mark Barrenechea—President and Chief Executive Officer (CEO)

• Paul McFeeters—Chief Financial Officer and Chief Administrative Officer (CFO)

• P. Thomas Jenkins—Executive Chairman and Chief Strategy Officer (Executive Chairman)*

• James Mackey—Senior Vice President, Corporate Development

• Gordon A. Davies—Chief Legal Officer and Corporate Secretary

*Effective August 1, 2013, Mr. Jenkins’ title is Chairman of the Board. For more details, see Item 9B of ourAnnual Report on Form 10-K for the year ended June 30, 2013.

Compensation Oversight Process

Our Compensation Committee has responsibility for the oversight of executive compensation andrecommends plans and compensation payable to our Named Executive Officers to the Board for final approval.

The Board, our Compensation Committee and our management have instituted a set of detailed proceduresto evaluate the performance of each of our Named Executive Officers to help determine the amount of thevariable short-term incentives and long-term incentives to award to each Named Executive Officer.

The Board of Directors in consultation with the Compensation Committee sets the annual targets for each ofour Named Executive Officers. The annual targets for Mr. Jenkins are set by the Board. The annual targets forMr. Barrenechea are set by the Board, which includes Mr. Jenkins in his capacity as chairman of the Board.Mr. Barrenechea, along with the Compensation Committee, sets the annual targets for his direct reports whichinclude the other Named Executive Officers. In discussing annual targets, the Board does so with and withoutmanagement present.

The Company seeks the advice of an outside compensation consultant to provide assistance and guidance oncompensation issues. This consultant is screened and chosen by our Compensation Committee in discussion withthe Company’s management. The consultant provides our Compensation Committee with relevant informationpertaining to market compensation levels, alternative compensation plan designs, market trends and bestpractices. The consultant assists our Compensation Committee with respect to determining the appropriatebenchmarks for each Named Executive Officer’s compensation. The Compensation Committee has engagedMercer (Canada) Limited (Mercer), wholly owned by Marsh & McLennan Companies (MMC), a humanresources consulting services provider, since February 2008 to provide compensation analysis and independentadvice on an ongoing basis, which includes analysis of compensation for Fiscal 2013. In deciding to engageMercer, the Committee reviewed the proposed scope of Mercer’s services to the Committee, including thoseservices provided by Mercer affiliates to the Company, and assessed Mercer’s objectivity in providing executivecompensation consulting advice.

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The Compensation Committee instructed Mercer to provide the Compensation Committee with analysis andadvice regarding current executive compensation practices that was used to inform decisions during Fiscal 2013.Such analysis and advice included:

• Executive Compensation Review—In April 2012, Mercer benchmarked our compensation practicesand policies with respect to our eleven most senior positions against similar-sized Canadian and U.S.technology companies in order to allow us to place our compensation practices for these elevenpositions in a market context. This benchmarking included a review of base salary, short-termincentives, total cash compensation levels, long-term incentives and total direct compensation. Seebelow for a more detailed discussion of the peer group used for this benchmarking. This informationwas used to inform compensation decisions in Fiscal 2013.

• Long-Term Incentive Plan—Mercer provided assistance in reviewing our existing Long-TermIncentive Plan (LTIP) and assisted in the development of the sixth phase of our LTIP, includingconfirmation of the constituent companies to be included in the performance peer group. Similar to theprevious fiscal year, Mercer was asked to review our granting practices under the LTIP and comparethese granting practices to the grants made under other long-term incentive plans implemented bycomparable companies throughout North America.

• Share Ownership Guidelines—Mercer provided market research assistance in reviewing thereasonableness of our executive share ownership guidelines with respect to levels and the time toachieve them. Mercer was asked to review our share ownership guidelines relative to those ofcomparable companies throughout North America.

In reaching its decisions, the Compensation Committee considered Mercer’s analysis and advice, as well asother factors the Committee considered appropriate. Decisions made by the Compensation Committee are theresponsibility of the Committee and may reflect factors and considerations other than the information andrecommendations provided by Mercer.

The Company has retained various affiliates of MMC, including Mercer, to provide services unrelated toexecutive compensation. For example, the Company’s human resources department utilized Mercer on occasionfor general human resources and compensation consulting. The Company also used other MMC affiliates forservices such as health and benefits consulting, Group RRSP and 401(k) investment consulting, and insurancebrokerage services. These other MMC affiliates are separate operating companies from Mercer and the Companyhas separate relationships with the service teams at each of these operating companies. With respect to executivecompensation services, Mercer has been retained by and answers to the Compensation Committee. Also, theCompensation Committee is required to pre-approve all executive compensation services provided by Mercer.

The fees billed by Mercer and the MMC affiliates for the past two fiscal years were as follows:

(in thousands) Fiscal 2013 Fiscal 2012

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $137 $114Other Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $315 $228

Our Compensation Committee considers the impact of tax, accounting treatments and applicable regulatoryrequirements when approving compensation programs.

Our Compensation Committee met five times during Fiscal 2013; Mercer attended part of one meeting.Management assisted in the coordination and preparation of the meeting agenda and materials for each meeting.The agenda is reviewed and approved by the Chairman of our Compensation Committee. The meeting materialsare generally mailed to the other Committee members and invitees, if any, for review approximately one week inadvance of each meeting.

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Role of Executive Officers in the Compensation Process

Our Compensation Committee recommends all compensation plans and awards with respect to ourexecutive officers to the Board for the Board’s final approval. While our Compensation Committee alone makesall recommendations with respect to Mr. Barrenechea’s and Mr. Jenkins’ compensation, our CompensationCommittee does consider the input of Mr. Barrenechea when making compensation recommendations regardingall other Named Executive Officers. Management also works with Mercer to provide internal information, asnecessary, to facilitate comparisons of our compensation programs to those programs of our peers andcompetitors.

Compensation Philosophy

We believe that compensation plays an important role in achieving short and long-term business objectivesthat ultimately drives business success in alignment with long-term shareholder goals.

Our compensation philosophy is based on three fundamental principles:

• Strong link to business strategy—Our short and long-term goals should be reflected in our overallcompensation program;

• Performance sensitive—Compensation should be linked to the operating and market performance ofour organization and should fluctuate with such performance; and

• Market relevant—Our compensation program should provide market competitive pay in terms ofvalue and structure in order to retain current employees who are performing according to theirobjectives and to attract new recruits of the highest caliber.

Our reward package is based primarily on results achieved by the Company as a whole. In addition, theNamed Executive Officers may have a minority element of their reward package determined by their fulfillmentof objectives which are specific to their role (Board Objectives).

Compensation Objectives

The objectives of our compensation program are to:

• Attract and retain highly qualified executive officers who have a history of proven success;

• Align the interests of executive officers with our shareholders’ interests and with the execution of ourbusiness strategy;

• Evaluate executive performance on the basis of key financial measurements which we believe closelycorrelate to long-term shareholder value; and

• Tie compensation awards directly to key financial measurements with evaluations based on achievingand overachieving predetermined objectives.

Attracting and Retaining Highly Qualified Executive Officers

We seek to attract and retain high performing executive officers by offering:

• Competitive compensation; and

• An appropriate mix and level of short-term and long-term financial incentives.

Competitive Compensation

Aggregate compensation for each Named Executive Officer is designed to be competitive. The Companyresearches and refers to the compensation practices of similarly situated companies in determining theCompany’s compensation policy. Although the Company reviews each element of compensation for market

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competitiveness, and the Company may weigh a particular element more heavily based on the Named ExecutiveOfficer’s role within the Company, the Company is primarily focused on remaining competitive in the marketwith respect to total compensation.

Prior to making its recommendations to the Board of Directors, the Compensation Committee reviews datarelated to compensation levels and programs of a peer group of comparable organizations. When developing thepeer group, OpenText considers North American internet software and service providers that are similar in size,business complexity, and scope of operations. Key metrics considered include revenue, market capitalization,and net income.

Generally, organizations in the same industry group with revenues that range from 75% to 150% ofOpenText’s revenue, market capitalization greater than $1 billion, and positive net income are consideredcomparable. As a result, OpenText developed a peer group of 20 US-based organizations. No Canadianorganization had metrics which fell within all of the revenue, market capitalization, and net income criteria.

Mercer performed an assessment of the compensation of the Company’s executive officers. In April 2012,Mercer benchmarked base salary, total cash compensation (base salary plus target short-term incentives), andtotal direct compensation (total cash compensation plus long-term incentives) for the Fiscal 2012 NamedExecutive Officers, with the exception of Mr. Mackey, who joined the Company after April 2012, to thefollowing companies, which collectively comprise the Company’s Peer group:

All values in $US millions

S&P (1) Revenue (2) Mkt. Cap. (3) Net Income

Period Ending February 28, 2012 (4)

Company Name 1-yr TSR 3-yr TSR 5-yr TSR

Synopsys Inc. . . . . . . . . . . . . . . . . . . Y $1,536 $4,389 $221 10% 18% 4%Gartner Inc. . . . . . . . . . . . . . . . . . . . . Y $1,469 $3,759 $137 7% 59% 14%Nuance Communications Inc. . . . . . . $1,319 $7,989 $ 38 39% 43% 13%Verifone Systems Inc. . . . . . . . . . . . . Y $1,310 $5,113 $282 5% 123% 4%Teletech Holdings Inc. . . . . . . . . . . . $1,179 $ 865 $ 74 (33)% 21% (13)%Parametric Technology Corp. . . . . . . Y $1,170 $3,180 $ 85 13% 49% 7%Akamai Technologies Inc. . . . . . . . . $1,159 $6,408 $201 (4)% 26% (7)%Cadence Design Systems Inc. . . . . . . Y $1,150 $3,225 $ 72 18% 41% (10)%Sapient Corp. . . . . . . . . . . . . . . . . . . $1,062 $1,752 $ 74 9% 52% 17%Monster Worldwide Inc. . . . . . . . . . . Y $1,043 $ 854 $ 54 (60)% 2% (33)%Rackspace Hosting Inc. . . . . . . . . . . . Y $1,025 $6,894 $ 76 42% 113% n/aMentor Graphics Corp. . . . . . . . . . . . Y $1,015 $1,659 $ 84 (5)% 51% (2)%Micros Systems Inc. . . . . . . . . . . . . . Y $1,008 $4,151 $144 9% 48% 13%Henry (Jack) & Associates . . . . . . . . Y $ 967 $2,928 $137 7% 30% 9%Maximus Inc. . . . . . . . . . . . . . . . . . . $ 930 $1,407 $ 81 14% 33% 24%Compuware Corp. . . . . . . . . . . . . . . . $ 929 $1,969 $107 (20)% 15% —%Tibco Software Inc. . . . . . . . . . . . . . . Y $ 920 $4,827 $112 18% 82% 26%Red Hat Inc. . . . . . . . . . . . . . . . . . . . $ 909 $9,553 $107 20% 53% 17%Quest Software Inc. . . . . . . . . . . . . . . Y $ 857 $1,670 $ 44 (25)% 21% 4%Informatica Corp. . . . . . . . . . . . . . . . Y $ 784 $5,278 $117 5% 56% 31%

75th %ile . . . . . . . . . . . . . . . . . . . . . $1,172 $5,154 $137 16% 55% 16%50th %ile . . . . . . . . . . . . . . . . . . . . . $1,034 $3,492 $ 96 7% 48% 8%25th %ile . . . . . . . . . . . . . . . . . . . . . $ 929 $1,731 $ 74 (4)% 28% (2)%Average . . . . . . . . . . . . . . . . . . . . . . $1,087 $3,893 $113 3% 48% 6%Open Text Corporation (5) $1,033 $3,537 $123 4% 25% 23%

(1) Indicates that company is a constituent of the S&P Mid Cap 400—Software & Services Index, as ofDecember 31, 2011

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(2) Revenues as provided in the 2012 Executive Compensation Review(3) Market Capitalization at February 28, 2012(4) TSR denotes annualized Total Shareholder Return, or change in share price adjusted for dividends(5) Financial information as of June 30, 2011

Compensation for Mr. Mackey, our Senior Vice President, Corporate Development, was set at his date ofhire. Mr. Mackey joined OpenText in October 2012. As a result, Mr. Mackey’s compensation was not part of thecompensation assessment performed by Mercer in April 2012. Instead, compensation for Mr. Mackey was set bythe Company taking into consideration cash compensation previously provided to executive officers in acomparable role and by consulting the benchmarking data relating to executive officers provided by Mercer inApril 2012.

Any reference made in this document to “benchmarked Named Executive Officers” provided by Mercer’sbenchmarking assessment conducted in April 2012 excludes Mr. Mackey and his compensation.

Due to limited matches among the Peer group for the role of Executive Chairman and Chief StrategyOfficer, Mr. Jenkins’ position was matched to a “General Industry” group comprised of certain publicly-tradedNorth American companies with revenues between approximately $500 million and $2.0 billion as follows:

All values in $US millions

Revenues (1)Company Name

Kansas City Southern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,815Martinrea Intl Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,689Iac/Interactivecorp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,637Alberto-Culver Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,598Toll Brothers Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,530Linear Technology Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,484Old Dominion Freight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,481Ci Financial Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,378American Eqty Invt Life Hldg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,286CCL Industries—Cl B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,192Resmed Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,092Kimco Realty Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,019Cec Entertainment Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 817Corus Entertainment Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 836Quest Software Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 767Lululemon Athletica Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 712Sunstone Hotel Investors Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 644Alliance Grain Traders Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 642Capitalsource Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 640Qlogic Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 597RLJ Lodging Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 549New Gold Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 530

75th %ile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,48350th %ile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,05625th %ile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 661Average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,088Open Text Corporation (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,033

(1) Companies’ revenues as provided in the 2012 Executive Compensation Review(2) Financial information as of June 30, 2011

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The purpose of the benchmarking process was to:

• Understand the competitiveness of the Company’s current pay levels for each executive positionrelative to companies with similar revenues and business characteristics;

• Identify and understand any gaps that may exist between the Company’s actual compensation levelsand market compensation levels; and

• Serve as a basis for developing salary adjustments and short-term and long-term incentive awardprograms for the Compensation Committee’s approval.

Our general philosophy is to be positioned in the 50th percentile for:

• Base salary;

• Total cash compensation (base salary + target annual incentives); and

• Total direct compensation (base salary + target annual incentives + target long-term compensation).

With respect to total cash compensation and total direct compensation, we target to be in the 50th to75th percentile in circumstances where we believe the Named Executive Officer’s specific role and performancemerit it.

Effective July 1st, 2013, pay adjustments were made to three of the Named Executive Officers to align theircompensation packages more closely with our stated market positioning. Market research against the peer groupcompanies set forth above, had indicated that the compensation for these executives fell significantly below themedian target positioning for either total cash compensation or total direct compensation. With respect to totalcash compensation, all the benchmarked Named Executive Officers were generally positioned between the25th to 50th percentile, with the exception of Mr. Barrenechea and Mr. Davies, who both fell below the 25thpercentile. With respect to total direct compensation, our benchmarking indicated that all the benchmarkedNamed Executive Officers were generally positioned between the 25th to 50th percentiles, with the exception ofMr. McFeeters, who fell below the 25th percentile. In order to align compensation packages more closely withthe intended market positioning, Mr. Barrenechea and Mr. McFeeters received an adjustment to their short termincentive plan target and to their long term incentive plan target, and Mr. Davies received an adjustment to hisbase salary and short term incentive plan target. No other compensation adjustments were made to thecompensation paid to our benchmarked Named Executive Officers for Fiscal 2013.

Aligning Officers’ Interests with Shareholders’ Interests

We believe that transparent, objective and easily verified corporate goals, combined with applicableindividual performance goals, play an important role in creating and maintaining an effective compensationstrategy for our Named Executive Officers. Our objective is to facilitate an increase in shareholder value throughthe achievement of these corporate goals under the leadership of the Named Executive Officers working inconjunction with all of our valued employees.

We use a combination of fixed and variable compensation to motivate our executive officers to achieve ourcorporate goals. For Fiscal 2013, the basic components of our executive officer compensation program were:

• Fixed salary and benefits;

• Variable short-term incentives; and

• The LTIP.

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Fixed salary and benefits comprise a portion of the total compensation; however, variable short-termincentives and the LTIP also represent a significant component of total compensation. When we make decisionsregarding executive compensation, we often use the term “at risk”. Compensation that is “at risk” meanscompensation that may or may not be paid to an executive officer depending on whether the company and suchexecutive officer is able to meet or exceed applicable performance targets. Although LTIP compensation andstock options meet this definition of compensation which is at risk, they are an additional incentive used topromote long-term value, and therefore do not represent compensation that is “at risk” in the short-term. Thegreater the Named Executive Officer’s influence upon our financial or operational results, the higher is therisk/reward portion of his compensation. The chart below provides the approximate percentage of short-term,cash-based compensation provided to each Named Executive Officer that were fixed salary and “at risk” forFiscal 2013:

Named Executive OfficerFixed Salary Percentage

(“Not At Risk”)

Short-Term IncentivePercentage (at 100% target)

(“At Risk”)

Mark Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44% 56%Paul McFeeters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55% 45%P. Thomas Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44% 56%James Mackey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55% 45%Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73% 27%

For amounts relating to awards of stock options and LTIP awards, please see the detailed discussions in thesections entitled “Variable Long-Term Incentives—Stock Options” and “LTIP” respectively, which can be foundbelow. For details of our Insider Trading Policy, see “Other Information With Respect to Our CompensationProgram—Insider Trading Policy” below.

Our Compensation Committee annually reviews the percentage of each Named Executive Officer’s totalshort-term compensation that is “at risk” depending on the Named Executive Officer’s responsibilities andobjectives.

Fixed Salary and Benefits

Fixed salary and benefits include:

• Base salary;

• Perquisites; and

• Other benefits.

Base Salary

Base salary for our Named Executive Officers, other than for Mr. Jenkins and for Mr. Barrenechea, isreviewed annually by Mr. Barrenechea and then reviewed by our Compensation Committee before any approvalis made by the Board. Base salary for Mr. Barrenechea and Mr. Jenkins is recommended annually by ourCompensation Committee and approved by the Board. The base salary review for each Named Executive Officertakes into consideration factors such as current competitive market conditions and particular skills (such asleadership ability and management effectiveness, experience, responsibility and proven or expected performance)of the particular individual. Our Compensation Committee obtains information regarding competitive marketconditions through the assistance of our management and of the outside compensation consultant.

The performance of each of the Named Executive Officers, other than Mr. Barrenechea and Mr. Jenkins, isassessed by Mr. Barrenechea in his capacity as the direct supervisor of the other Named Executive Officers. Theperformance of each of Mr. Barrenechea and Mr. Jenkins is assessed by the Board. The Board conducts the initial

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discussions and makes the initial decisions with respect to the performance of each of Mr. Barrenechea andMr. Jenkins in a special session from which management is absent.

For details on the determination of base salary and our benchmarking process, see “CompetitiveCompensation” above.

Perquisites

Named Executive Officers receive a minimal amount of non-cash compensation in the form of executiveperquisites. In order to remain competitive in the market place, our executive officers are entitled to somebenefits that are not otherwise available to all of our employees. These benefits are provided in the form of a baseallowance per year that each Named Executive Officer may choose to use for the purposes of:

• Participating in an annual executive medical physical examination;

• Maintaining membership in a health club;

• Car allowances; and

• Purchasing financial advice and related services.

Other Benefits

We provide various employee benefit programs on the same terms to all our employees, including ourNamed Executive Officers, such as, but not limited to:

• Medical health insurance;

• Dental insurance;

• Life insurance;

• Tuition reimbursement programs; and

• Tax based retirement savings plans matching contributions.

Variable Short-Term Incentives

All of our Named Executive Officers are able to participate in our variable short-term incentive plan,designed to motivate achievement of our short-term corporate goals. Awards made under the short-term incentiveplan are made by way of cash payments only.

The amount of the variable short-term incentive payable to each Named Executive Officer, in general, isbased on the ability of each Named Executive Officer to meet pre-established, qualitative and quantitativecorporate objectives related to improving shareholder and company value, as applicable, which are reviewed bythe Board. These objectives consist of worldwide revenues and worldwide adjusted operating income for allNamed Executive Officers. In addition to revenues and adjusted operating income, certain of the NamedExecutive Officers have goals which are specific to his role, which we refer to as Board Objectives. BoardObjectives assess objectives related to how the Company operates and grows and may include matters such assuccession planning, corporate development initiatives and specific operational objectives.

Worldwide revenues are derived from the “Total Revenues” line of our audited income statement withcertain adjustments relating to the aging of accounts receivable. Worldwide revenues are an important variablethat helps us to assess the Named Executive Officer’s role in helping us to grow and manage our business.

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Worldwide adjusted operating income, which is intended to reflect the operational effectiveness of theCompany’s leadership, is calculated as total revenues less the total cost of revenues and operating expensesexcluding amortization of intangible assets, special charges and stock-based compensation expense.

We determine short-term performance measures and associated weightings for the Named ExecutiveOfficers based on the Named Executive Officer’s specific role. These weightings indicate the percentage of theshort-term incentive award that will be received if the Named Executive Officer meets the target set for eachperformance-based measure. The target amounts are calculated as a percentage of the Named Executive Officer’sannual salary and are also determined by an individual’s ability to influence our overall business prospects. Webelieve that each element of our short-term incentive compensation program requires strong performance fromeach of our Named Executive Officers in order for the relevant Named Executive Officer to receive the targetawards. For details on the determination of targeted awards and our benchmarking process, see “CompetitiveCompensation” above.

For Fiscal 2013 the following target percentages of base salary, performance measures and associatedweightings, applied by the Board, for each Named Executive Officer were:

Named Executive Officer

Total TargetAward as %

of Base Salary Worldwide RevenuesWorldwide Adjusted

Operating Income Board Objectives

Mark Barrenechea . . . . . . . . . . . . . . . . . 125.00% 45% 45% 10%Paul McFeeters . . . . . . . . . . . . . . . . . . . . 82.35% 45% 45% 10%P. Thomas Jenkins . . . . . . . . . . . . . . . . . 125.00% 45% 45% 10%James Mackey . . . . . . . . . . . . . . . . . . . . 82.86% 45% 45% 10%Gordon A. Davies . . . . . . . . . . . . . . . . . . 37.50% 45% 45% 10%

For the short-term incentive award amounts that would be earned at each of threshold, target and maximumlevels of performance, for applicable objectives, please see “Grants of Plan-Based Awards for Fiscal 2013”below.

For the corporate financial objectives, the Board applies a threshold and target level of performance. TheBoard also applies an objective formula for determining the percentage payout under awards for levels ofperformance above and below threshold and target, although the Board reserves the right in limitedcircumstances to make positive or negative adjustments if it considers them to be reasonably appropriate. To theextent target performance is exceeded, the award will be proportionately greater than the target that performanceexceeded. The threshold and target levels and payout formula are set forth below as well as actual performanceand payout percentages achieved in Fiscal 2013.

Objectives (in millions)Threshold Target

(90% target) TargetFiscal 2013

Actual% of Target Actually

Achieved

% of Payment perFiscal 2013

Payout Table

Worldwide Revenues . . . . . . . . . . . $1,287 $1,430 $1,363 95% 55%Worldwide Adjusted Operating

Income . . . . . . . . . . . . . . . . . . . . . $ 354 $ 393 $ 400 102% 120%

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The following table sets forth below illustrates the percentage of the target award that is paid to our NamedExecutives Officers, in accordance with the Company’s actual results achieved for Fiscal 2013.

Revenues and Adjusted Operating Income and Margin Calculation

% Attainment % Payment % Attainment % Payment

0 – 89% 0% 101% 110%90 – 91% 15% 102% 120%92 – 93% 40% 103% 130%94 – 95% 55% 104% 140%96 – 97% 70% 105% 150%98 – 99% 85% Over 105% 300% cap100% 100%Formula:Actual / Budget = % of Attainment Example: an attainment of 103% results

in a % payment of 130%

For instance, in Fiscal 2013, the Company achieved 95% of its worldwide revenue target. The “Revenuesand Adjusted Operating Income and Margin Calculation” table above illustrates under the “% Attainment”column that an achievement of 95% of target for this performance criteria results in an award payment of 55% ofthe target award amount.

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2013 wasdetermined in accordance with the calculation formulas described above. We have set forth below for eachNamed Executive Officer the award amount actually paid for Fiscal 2013, the percentage of target award amountrepresented by the actual award paid and the percentage of base salary represented by the actual award paidbroken out by performance measure as follows:

Mark Barrenechea

Performance Measure:Payable at

TargetPayable atThreshold

ActualPayable

($)

ActualPayable

(% of Target)

Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $348,750 $ 52,313 $191,813 55%Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . $348,750 $ 52,313 $418,500 120%Board Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77,500 $ 11,625 $ 77,500 100%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $775,000 $116,251 $687,813 89%

Paul McFeeters



ActualPayable

($)

ActualPayable

(% of Target)

Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $156,328 $23,449 $ 85,981 55%Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . $156,328 $23,449 $187,594 120%Board Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,740 $ 5,211 $ 34,740 100%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $347,396 $52,109 $308,315 89%

P. Thomas Jenkins



ActualPayable

($)

ActualPayable

(% of Target)

Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $279,158 $41,874 $153,536 55%Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . $279,158 $41,874 $334,989 120%Board Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62,035 $ 9,305 $ 62,035 100%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $620,351 $93,053 $550,560 89%

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Gordon A. Davies



ActualPayable

($)

ActualPayable

(% of Target)

Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,998 $10,050 $ 36,849 55%Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . $ 66,998 $10,050 $ 80,397 120%Board Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,888 $ 2,233 $ 14,888 100%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $148,884 $22,333 $132,134 89%

James Mackey

In the case of Mr. Mackey, in recognition of his role and responsibilities related to corporate development,mergers and acquisitions, his worldwide revenues and worldwide adjusted operating income targets were set,respectively, at 101.7% of the worldwide revenue target for the other Named Executive Officers and 102.8% ofthe worldwide adjusted operating income target for the other Named Executive Officers. Mr. Mackey attained94% of his worldwide revenues target and 99% of his worldwide adjusted operating income target. This resultedin a payout of 55% and 85% for each of these targets respectively, for a total attainment of 73%. The targetamounts and resulting amounts payable were prorated to amounts paid based on the number of monthsMr. Mackey was employed with us during Fiscal 2013.


Target

Payableat

Threshold

ActualPayable

($)

ActualPayable

(% of Target)

Worldwide Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 97,875 $14,681 $ 53,831 55%Worldwide Adjusted Operating Income . . . . . . . . . . . . . . . . . . . . $ 97,875 $14,681 $ 83,194 85%Board Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,750 $ 3,263 $ 21,750 100%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $217,500 $32,625 $158,775 73%

Variable Long-Term Incentives

Stock options

As with many growing North American-based technology companies, our general practice is to use themeasured granting of stock options as an appropriate part of an overall market competitive, variable long-termincentive package for our Named Executive Officers. Although we do not have a formal policy of enshriningannual stock option grants, stock options may be granted from time to time to certain Named Executive Officersin amounts commensurate with their performance, and, in the case of new strategic hires and promotions, inamounts consistent with a market competitive compensation package. Our stock options generally vest over4 years and do not have any specific performance-based vesting criteria. With respect to stock option grants, theBoard, based upon the recommendation of our Compensation Committee, makes the following determinations:

• The Named Executive Officers and others who are entitled to participate in the stock option plan;

• The number of options to be granted under the plan in general and to each recipient in particular;

• The date on which each option is granted; and

• The other material terms and conditions of each stock option grant.

The Board makes these determinations subject to the provisions of our currently existing stock option plans,and is guided by a table of annual ranges for grants of our stock options. Gains from prior option grants are notconsidered when setting the amount of long-term incentive awards, or any other compensation elements, to anyNamed Executive Officer.

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During each quarter, the Board conducts meetings in which it reviews and approves grants of options. Thegrant dates for these options abide by the provisions of our Insider Trading Policy, which states, in part, thatstock options may not be granted while a “trading window” is closed. Generally, the “trading window” is closedduring the period beginning on the fifteenth day of the last month of each quarter and ending at the beginning ofthe second trading day following the date on which our quarterly or annual financial results, as applicable, havebeen publicly released. If the Board approves the issuance of stock options while a trading window is closed,these stock options are not granted until the trading window reopens. See also “Other Information With Respectto Our Compensation Program—Insider Trading Policy” below.

Our stock options are generally granted:

• On the second trading day for the NASDAQ market following the date on which our quarterly orannual financial results, as applicable, are released; and

• At a price that is not less than the closing price of our Common Shares on the trading day for theNASDAQ market immediately preceding the applicable grant date.

During Fiscal 2013, we granted options to one of our Named Executive Officers, namely, Mr. Mackey, whoreceived options upon joining the Company, in line with OpenText practice with new hires. The details of thegrant are contained in the table found below under “Grants of Plan Based Awards in Fiscal 2013”.

During Fiscal 2013, we also granted options to certain of our Named Executive Officers as an element ofFiscal 2015 LTIP. For particulars on how stock options formed part of the most recent long term incentive planplease see Fiscal 2015 LTIP within the following LTIP section. The details of the grants are contained in thetable found below under “Grants of Plan Based Awards in Fiscal 2013”.

LTIP

We also provide long-term compensation to our Named Executive Officers in the form of the LTIP. TheLTIP was first approved by the Board during Fiscal 2008 and endeavors, in addition to granting separate stockoptions, to encourage and reward superior performance by aligning an increase in the Named Executive Officer’scompensation with improvements in our corporate performance and with an increase in the value of ourshareholders’ investment. The goal of the LTIP is to reward our executive officers who have significantlycontributed to the growth of our company through their performance and to provide our executive officers with astake in our future. Accordingly, the LTIP represents a significant component of each Named Executive Officer’stotal compensation. The LTIP is a rolling three-year program, which means that assessment of a NamedExecutive Officer’s performance under each grant is made continuously over the period, but payments on thatgrant may only be made at the end of the applicable three year term in either cash or Common Shares, at thediscretion of the Board. The LTIP payments may also be subject to certain payment limitations in the event ofearly termination of employment or change in control of the Company at the beginning of the participationperiod, as well as mandatory repayment in the event of fraud, willful misconduct or gross negligence on behalf ofplan participants. For instance, for grants made under LTIPs in Fiscal 2010 and later, it is stated that in the eventthat an eligible employee’s termination date is before the commencement of the nineteenth month in theapplicable performance period, an LTIP payment will not be made.

One criterion we have used consistently to measure performance under the LTIP is, if over the three yearperiod our TSR compared to the cumulative TSR of companies comprising a peer index group is higher than apre-determined target percentile, (that is set at the date of grant), then a payout will be made. Depending onwhether this target is met or exceeded with respect to the stipulations of the individual LTIP’s, the amount ofpayout would be determined. Previous to Fiscal 2012, the TSR achievement was calculated using the closingprice of our Common Shares, as it traded on the last day of our fiscal year end, for the third year in the LTIP’srolling three-year program. However, starting in Fiscal 2012, the TSR achievement has been calculated using theaverage closing price of our Common Shares, as it trades over the last 30 days ending September 15th (following

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the third year in the LTIP’s rolling three-year program). The Compensation Committee determined that it wasdesirable to extend the performance period this way to reduce the impact of fluctuations in the price of ourCommon Shares, particularly around our fiscal year end prior to the release of our audited financial results. Thisallows the determination of the TSR achievement to occur after the audited financial results have been publiclyreleased and fully disseminated. We believe this will ensure the achievements of LTIP participants are measuredon the full impact of the Company’s financial results. As such, our existing LTIP plans have all been updated, inaccordance with the accepted provisions of the LTIP agreement, to change the end measurement date and to usean average share price in determining our TSR achievement. We accordingly treated this change as amodification of the awards previously granted and revalued our LTIP expense as reflected in our financialresults. The impact of the modification resulted in an additional expense of approximately $1.0 million, $53,000and $197,000 in respect of LTIP grants made in Fiscal 2010, Fiscal 2011 and Fiscal 2012, respectively. LTIP2015 was launched subsequent to the change in TSR calculation and has been expensed accordingly.

Fiscal 2015 LTIP

Grants made in Fiscal 2013 under the LTIP (Fiscal 2015 LTIP) were set using a percentage of the NamedExecutive Officer’s total on-target compensation, which consists of base salary and target short-term variablecompensation. For each Named Executive Officer, the compensation awarded at target under the LTIP wasdetermined by the Named Executive Officer’s overall compensation and by his ability to influence our financialor operational performance.

Fiscal 2015 LTIP at target compensation for each Named Executive Officer comprises three elements:performance share units (PSUs), restricted share units (RSUs) and stock options based on 50%, 25% and 25% attarget compensation respectively.

Awards granted in Fiscal 2013 under Fiscal 2015 LTIP were in addition to the awards granted in Fiscal2011 and Fiscal 2012. The LTIP commencing in Fiscal 2013 will be settled, in Common Shares and/or cash, asdetermined by the Company, following the completion of the performance period.

Fiscal 2015 LTIP—PSUs

The number of PSUs granted on December 3, 2012 and issued to each Named Executive Officer was basedon converting the U.S. dollar equivalent of 50% at target compensation at the average fair market value of theCompany’s stock for the five days prior to grant date. Relative TSR is the sole measure for each NamedExecutive Officer’s performance over the relevant three year period for Fiscal 2015 LTIP. If over the three yearperiod, the relative cumulative TSR of the Company compared to the cumulative TSR of the corporationscomprising the constituents of the S&P Mid Cap 400 Software & Services Index as at November 2, 2012 (theIndex) is greater than the 66th percentile, the relative TSR target will be achieved in full. If it is negative over thethree year period, no payout will be made. Any target percentile achieved between 1% to 100% will beinterpolated to determine a payout that can range from 1.5% to 150% of the target award.

The performance targets and the weightings of performance targets for the Named Executive Officers arereviewed each year for any new LTIP plans and are recommended by the Compensation Committee andapproved by the Board. In making the recommendation for LTIP 2015, the Compensation Committee’s intentionwas to align the Named Executive Officer’s interests with our shareholders’ interests. Payments under the PSUportion of Fiscal 2015 LTIP, if made, will range between 1.5% and 150% of PSU target based upon OpenText’sperformance over the three-year period.

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The amounts that may be realized for PSU awards under the Fiscal 2015 LTIP are as follows, calculatedbased on the market price of our Common Shares on the NASDAQ as of June 30, 2013, applied to the number ofequivalent PSUs issued to the Named Executive Officers.

Fiscal 2015 LTIP PSUs

Named Executive OfficerThreshold atJune 30, 2015

100% Achievementat June 30, 2015


Mark Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,360 $1,357,349 $2,036,024Paul McFeeters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,053 $ 470,183 $ 705,275P. Thomas Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,410 $1,094,014 $1,641,020James Mackey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,821 $ 188,087 $ 282,131Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,864 $ 324,274 $ 486,411

Fiscal 2015 LTIP—RSUs

The number of RSUs granted on November 2, 2012 and issued to each Named Executive Officer was basedon converting the U.S. dollar equivalent of 25% at target compensation at the average fair market value of theCompany’s stock for the five days prior to grant date. RSUs vest over three years and do not have any specificperformance-based vesting criteria. Provided the eligible employee remains employed throughout the vestingperiod, all of the RSUs shall become vested RSUs at the end of the Fiscal 2015 LTIP period.

The amounts that may be realized for RSU awards under the Fiscal 2015 LTIP are as follows, calculatedbased on the market price of our Common Shares on the NASDAQ as of June 30, 2013, applied to the number ofequivalent RSUs issued to the Named Executive Officers.

Fiscal 2015 LTIP RSUs

Named Executive OfficerValue at

June 30, 2013

Mark Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $678,675Paul McFeeters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $235,058P. Thomas Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $547,007James Mackey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 94,009Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $162,137

Fiscal 2015 LTIP—Stock Options

The number of stock options granted on November 2, 2012 and issued to each Named Executive Officerwas based on converting the U.S. dollar equivalent of 25% at target compensation at the Black-Scholes fair valuefor such options. The stock options vest over 4 years, do not have any specific performance-based vesting criteriaand, if not exercised, expire after 7 years.

The amounts that may be realized for stock option awards under the Fiscal 2015 LTIP are as follows,calculated based on the difference between the market price of our Common Shares on the NASDAQ as ofJune 30, 2013 and the grant price of the stock options and applied to the number of equivalent options issued tothe Named Executive Officers.

Fiscal 2015 LTIP Options

Named Executive OfficerValue at

June 30, 2013

Mark Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $475,770Paul McFeeters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $164,803P. Thomas Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $383,482James Mackey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 65,924Gordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $113,649

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The details of the option grants are contained in the table found below under “Grants of Plan Based Awardsin Fiscal 2013.”

Fiscal 2014 LTIP

Grants made in Fiscal 2012 under the LTIP (Fiscal 2014 LTIP) were set using a percentage of the NamedExecutive Officer’s total on-target compensation, which consists of base salary and target short-term variablecompensation. Fiscal 2014 LTIP awards were made as PSUs. The number of PSUs granted on February 3, 2012and issued to each Named Executive Officer was based on converting the U.S. dollar equivalent of the totalon-target compensation at the average fair market value of the Company’s stock for the five days prior to grantdate. For each Named Executive Officer, the compensation awarded at target under the LTIP was determined bythe Named Executive Officer’s overall compensation and by his ability to influence our financial or operationalperformance. Relative TSR is the sole measure for each Named Executive Officer’s performance over therelevant three year period for Fiscal 2014 LTIP. Payments under Fiscal 2014 LTIP, if made, will range between1.5% and 150% of target based upon OpenText’s performance over the three year period. If relative TSR isnegative over the three year period, no payout will be made.

The amounts that may be realized for awards under the Fiscal 2014 LTIP for achievement of the target areas follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2013,applied to the number of equivalent PSUs issued to the Named Executive Officers.

Fiscal 2014 LTIP




Mark Barrenechea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,121 $2,141,399 $3,212,099Paul McFeeters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,399 $ 826,570 $1,239,855P. Thomas Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,188 $2,145,850 $3,218,775James Mackey* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/AGordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,537 $ 635,812 $ 953,719

* Mr. Mackey was not with the Company when grants were made under Fiscal 2014 LTIP

For more information regarding the criterion and targets used to evaluate performance with respect to theLTIP awards granted during Fiscal 2012, please refer to Item 11 of our Annual Report on Form 10-K for thefiscal year ended June 30, 2012.

Fiscal 2013 LTIP

Grants made in Fiscal 2011 under the LTIP (Fiscal 2013 LTIP) were set using a percentage of the NamedExecutive Officer’s total on-target compensation. Fiscal 2013 LTIP awards were made as PSUs. The number ofPSUs granted on October 29, 2010 and issued to each Named Executive Officer was based on converting theU.S. dollar equivalent of the total on-target compensation at the fair market value of the Company’s stock, as ofOctober 29, 2010. For each Named Executive Officer, the compensation awarded at target under the LTIP wasdetermined by the Named Executive Officer’s overall compensation and by his ability to influence our financialor operational performance. Payments under Fiscal 2013 LTIP, if made, will range between 50% and 150% oftarget for each criterion independently, based upon OpenText’s performance over the three year period. The mostthat a Named Executive Officer may receive with regard to any single performance criterion under the Fiscal2013 LTIP awards is 1.5 times the target award for that criterion. If OpenText does not meet the minimum targetset for a particular performance criterion, each Named Executive Officer will not receive any award with respectto that criterion. Attainment of each criterion is independent of the attainment of the other criteria.

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The amounts that may be realized for awards under the Fiscal 2013 LTIP for achievement of the target areas follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2013,applied to the number of equivalent PSUs issued to the Named Executive Officers.

Fiscal 2013 LTIP




Mark Barrenechea* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/APaul McFeeters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 458,064 $ 916,129 $1,374,193P. Thomas Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,288,332 $2,576,663 $3,864,995James Mackey* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/AGordon A. Davies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 305,376 $ 610,752 $ 916,129

* Messrs. Barrenechea and Mackey were not with the Company when grants were made under Fiscal 2013LTIP

The criteria used to evaluate the Fiscal 2013 LTIP included relative total shareholder return and averageadjusted earnings per share. For more information regarding the criteria and targets used to evaluate performancewith respect to the LTIP awards granted during Fiscal 2011, please refer to Item 11 of our Annual Report onForm 10-K for the fiscal year ended June 30, 2011.

Executive Change of Control and Severance Benefits

Our severance benefit agreements are designed to provide reasonable compensation to departing seniorexecutive officers under certain circumstances. While we do not believe that the severance benefits would be adeterminative factor in a senior executive’s decision to join or remain with the Company, the absence of suchbenefits, we believe, would present a distinct competitive disadvantage in the market for talented executiveofficers. Furthermore, we believe that it is important to set forth the benefits payable in triggering circumstancesin advance in an attempt to avoid future disputes or litigation.

We recently reviewed and made changes to our severance benefits for executive officers. See details ofthese changes below under “Potential Payments Upon Termination or Change in Control”. With these changes,we believe that the severance benefits we offer to our senior executive officers are competitive with similarlysituated individuals and companies. With respect to termination of employment absent a change in control, webelieve that the benefits we offer are in line with the markets in which we compete. Regarding change in controlbenefits, we have structured these benefits as a “double trigger” meaning that the benefits are only paid in theevent of, first, a change in control transaction, and second, the loss of employment within one year after thetransaction for Messrs. Barrenechea, Jenkins, and Davies and within six months for Messrs. McFeeters andMackey. These benefits attempt to provide an incentive to our senior executive officers to remain employed withthe Company in the event of such a transaction.

When determining the amounts and the type of compensation and benefits to provide to Named ExecutiveOfficers in the event of a termination or change in control, we considered available information with respect toamounts payable to similarly positioned officers of our peer group that is listed in the section entitled“Compensation Discussion and Analysis—Attracting and Retaining Highly Qualified Executive Officers—Competitive Compensation”, found above, upon the occurrence of similar events.

Other Information With Respect to Our Compensation Program

Pension Plans

We do not provide pension benefits or any non-qualified deferred compensation to any of our NamedExecutive Officers.

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Share Ownership Guidelines

OpenText currently has equity ownership guidelines (Share Ownership Guidelines), the objective of whichis to encourage our senior management, including the Named Executive Officers, to buy and hold stock in theCompany based upon an investment target. The Company believes that the Share Ownership Guidelines helpalign the financial interests of our senior management team with the financial interests of the shareholders of theCompany.

The equity ownership levels are as follows:

Chairman . . . . . . . . . . . . . . . . . . . . . . . . . 4x base salaryCEO/President . . . . . . . . . . . . . . . . . . . . . 4x base salaryOther senior management . . . . . . . . . . . . 1x base salary

Named Executive Officers may achieve these Share Ownership Guidelines through the exercise of stockoption awards, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open marketpurchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt fromtime to time providing for the acquisition of OpenText shares. Until the Share Ownership Guidelines are met, itis recommended that a Named Executive Officer retain a portion of any stock option exercise or LTIP award inshares of OpenText stock to contribute to the achievement of the Share Ownership Guidelines. Shares of theCompany stock issuable pursuant to the unexercised options shall not be counted towards meeting the equityownership target. For purposes of the Share Ownership Guidelines, each of the CEO, Chairman, and otherNamed Executive Officers, as applicable, are deemed to hold all securities over which he is the registered orbeneficial owner thereof under the rules of Section 13(d) of the U.S. Securities Exchange Act of 1934 throughany contract, arrangement, understanding, relationship or otherwise in which such person has or shares:

• voting power which includes the power to vote, or to direct the voting of, such security; and/or

• investment power which includes the power to dispose, or to direct the disposition of, such security.

For purposes of the Share Ownership Guidelines, the shares will be valued at the greater of their book value(i.e., purchase price) or the current market value. The Compensation Committee of the Board will review therecommended achievement levels under the Share Ownership Guidelines on an annual basis.

The Share Ownership Guidelines were adopted in October 2009 and the Board recommends that the equityownership levels be achieved by October 31, 2014. Alternatively, for someone who becomes senior managementafter the date these Share Ownership Guidelines were adopted, the Board recommends that the equity ownershiplevels be achieved within five (5) years of becoming subject to the Share Ownership Guidelines and that he holdthe number of OpenText shares or share equivalents recommended for so long as they remain within seniormanagement. As of the date of this Annual Report on Form 10-K, Messrs. McFeeters, Jenkins and Daviescomply with the Share Ownership Guidelines for Fiscal 2013. The other Named Executive Officers have untilOctober 31, 2014 or five years from becoming subject to these guidelines, whichever is sooner, to achieve theequity ownership guidelines required by his position.

Insider Trading Policy

All of our employees, officers and directors, including our Named Executive Officers, are required tocomply with our Insider Trading Policy. Our Insider Trading Policy prohibits the purchase, sale or trade of oursecurities with the knowledge of material inside information. In addition, our Insider Trading Policy prohibits ouremployees, officers and directors, including our Named Executive Officers, from, directly or indirectly, shortselling any security of the Company or entering into any other arrangement that results in a gain only if the valueof the Company’s securities decline in the future, selling a “call option” giving the holder an option to purchasesecurities of the Company, or buying a “put option” giving the holder an option to sell securities of the Company.

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Tax Deductibility of Compensation

Under Section 162(m) of the United States Internal Revenue Code (or Section 162(m)) publicly-heldcorporations cannot deduct compensation paid in excess of $1,000,000 to certain executive officers in anytaxable year. Certain compensation paid under plans that are “performance-based” (which means compensationpaid only if the individual’s performance meets pre-established objective goals based upon performance criteriaapproved by shareowners) are not subject to the $1,000,000 annual limit. Although our compensation policy isdesigned to link compensation to performance, payments in excess of $1,000,000 made pursuant to any of ourcompensation plans to United States-based executives may not be deductible under Section 162(m).

Summary Compensation Table

The following table sets forth summary information concerning the annual compensation of our NamedExecutive Officers. All numbers are rounded to the nearest dollar or whole share. Changes in exchange rates willimpact payments illustrated below that are made in currencies other than the U.S. dollar. Any Canadian dollarpayments included herein have been converted to U.S. dollars at an annual average rate of 0.992560, 1.001200,and 0.992023 for Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.

FiscalYear

Salary($)

Bonus($)

StockAwards($) (1)

OptionAwards($) (2)

Non-EquityIncentive PlanCompensation

($) (3)

Change inPension Value

andNon-qualified

DeferredCompensation

Earnings($)

All OtherCompensation

($) (4) Total ($)

Mark Barrenechea . . . . . . . 2013 $620,000 — $1,404,035 $ 492,317 $ 687,813 N/A $ 24,536 (5) $ 3,228,701President and ChiefExecutive Officer

2012 $310,000 — $3,423,031 $10,753,950 $ 240,235 N/A $107,021 (6)(9) $14,834,2372011 N/A N/A N/A N/A N/A N/A N/A N/A

Paul McFeeters . . . . . . . . . 2013 $421,838 — $ 486,329 $ 170,535 $ 308,315 N/A $ — (7) $ 1,387,017Chief Financial Officerand Chief AdministrativeOfficer

2012 $425,499 — $ 627,242 $ 1,329,653 $ 144,365 N/A $ — (7) $ 2,526,7592011 $396,809 — $ 520,295 $ — $ 707,114 N/A $ — (7) $ 1,624,218

P. Thomas Jenkins . . . . . . . 2013 $496,280 — $1,131,642 $ 396,819 $ 550,560 N/A $ 28,424 (8) $ 2,603,725Executive Chairman andChief Strategy Officer

2012 $500,587 — $1,628,417 $ — $ 402,827 N/A $ 32,212 (6) $ 2,564,0432011 $496,011 — $1,463,358 $ — $2,142,768 N/A $ 22,709 (6) $ 4,124,846

James Mackey (11) . . . . . . 2013 $262,500 — $ 194,530 $ 556,530 $ 158,775 N/A $ — (7) $ 1,172,335SVP, CorporateDevelopment

2012 N/A N/A N/A N/A N/A N/A N/A N/A2011 N/A N/A N/A N/A N/A N/A N/A N/A

Gordon A. Davies . . . . . . . 2013 $397,024 — $ 335,427 $ 117,602 $ 132,134 N/A $ — (7) $ 982,187Chief Legal Officer andCorporate Secretary

2012 N/A N/A N/A N/A N/A N/A N/A (10) N/A2011 N/A N/A N/A N/A N/A N/A N/A (10) N/A

(1) Performance Share Units (PSUs) and Restricted Share Units (RSUs) were granted pursuant to the Fiscal 2015 LTIP. The amounts setforth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-StockCompensation” (ASC Topic 718). For a discussion of the assumptions used in these valuations, see note 12 “Share Capital, Option Plansand Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of our Annual Report on Form 10-K for theyear ended June 30, 2013. For the maximum value that may be received under the PSU awards, see the “Maximum” column under“Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2013” table below.

(2) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensationawards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted. In all cases, these amountsdo not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of theassumptions used in this valuation, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to ConsolidatedFinancial Statements under Item 8 of our Annual Report on Form 10-K for the year ended June 30, 2013.

(3) The amounts set forth in this column for Fiscal 2013 represent payments under the variable short-term incentive plan.(4) The amounts in “All Other Compensation” primarily include (i) medical examinations; (ii) car allowances, (iii) club memberships

reimbursed, and (iv) tax preparation and financial advisory fees paid. “All Other Compensation” does not include benefits received bythe Named Executive Officers which are generally available to all our salaried employees.

(5) Represents amounts we paid or reimbursed for:a. Tax, Financial, and Estate Planning ($12,866); andb. Car Allowances ($11,400); andc. Other miscellaneous expenses or benefits that are less than 10% of the total amount of perquisites and personal benefits related to

Mr. Barrenechea.

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(6) For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of ourAnnual Report on Form 10-K for the corresponding fiscal years ended June 30, 2012 and June 30, 2011.

(7) The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.(8) Represents amounts we paid or reimbursed for:

a. Club membership ($4,699); andb. Car Allowances ($14,293); andc. Taxable benefit and gross up on Achievers club ($8,629); andd. Other miscellaneous expenses or benefits that are less than 10% of the total amount of perquisites and personal benefits related to

Mr. Jenkins.(9) The amounts set forth for Mr. Barrenechea’s salary and non-equity incentive awards represent a prorated amount based on

Mr. Barrenechea’s date of hire in January 2012 with the Company.(10) The executive officer was not a Named Executive Officer during the prior two fiscal years, and, therefore compensation details have

been excluded.(11) The amounts set forth for Mr. Mackey’s compensation represents a prorated amount based on Mr. Mackey’s date of hire in October 2012

with the Company.

Grants of Plan-Based Awards in Fiscal 2013

The following table sets forth certain information concerning grants of awards made to each NamedExecutive Officer during Fiscal 2013. Generally, stock options are granted to Named Executive Officers inlimited circumstances, such as new hires, promotions or exceptional performance. See “Variable Long-TermIncentives—Stock Options” for more details about our general practice regarding stock option grants.

Grant Date

Estimated Future PayoutsUnder Non-Equity

Incentive Plan Awards (1)

All Other OptionAwards: Number

of SecuritiesUnderlying (2)

Exercise orBase Priceof OptionAwards

GrantDate FairValue of

Options (3)

Name Threshold ($) Target ($) Maximum ($) Options (#) ($/Share) Awards ($)

Mark Barrenechea . . . . November 2, 2012 $116,251 $775,000 $2,325,000 30,246 $52.74 $492,317Paul McFeeters November 2, 2012 $ 52,109 $347,396 $1,042,188 10,477 $52.74 $170,535P. Thomas Jenkins . . . . November 2, 2012 $ 93,053 $620,351 $1,861,050 24,379 $52.74 $396,819James Mackey . . . . . . . November 2, 2012 $ 43,500 $290,000 $ 870,000 4,191 $52.74 $ 68,217

November 2, 2012 30,000 $52.74 $488,313Gordon A. Davies . . . . November 2, 2012 $ 22,333 $148,884 $ 446,652 7,225 $52.74 $117,602

Grant Date

Estimated Future PayoutsUnder Equity

Incentive Plan Awards (4)

All Other StockAwards: Number

of SecuritiesUnderlying

GrantDate FairValue of

Stock

Name Threshold (#) Target (#) Maximum (#) Stock (#) Awards ($)

Mark Barrenechea . . . . . . . . . . . . . . November 2, 2012 297 19,824 29,736 9,912 $1,404,035Paul McFeeters . . . . . . . . . . . . . . . . November 2, 2012 103 6,867 10,301 3,433 $ 486,329P. Thomas Jenkins . . . . . . . . . . . . . . November 2, 2012 240 15,978 23.967 7,989 $1,131,642James Mackey . . . . . . . . . . . . . . . . . November 2, 2012 41 2,747 4,121 1,373 $ 194,530Gordon A. Davies . . . . . . . . . . . . . . November 2, 2012 71 4,736 7,104 2,368 $ 335,427

(1) Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2013. For furtherinformation, please see “Compensation Discussion and Analysis—Aligning Officers’ Interests with Shareholders’ Interests—VariableShort-Term Incentives” above.

(2) For further information regarding our options granting procedures, please see “Compensation Discussion and Analysis-AligningOfficers’ Interests with Shareholders’ Interests—Variable Long-Term Incentives—Stock Options” above.

(3) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensationawards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted. In all cases, these amountsdo not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of theassumptions used in this valuation, see note 12 “Share Capital, Option Plan and Share-based Payments” to our Notes to ConsolidatedFinancial Statements under Item 8 of our Annual Report on Form 10-K for the year ended June 30, 2013.

(4) Represents the threshold, target and maximum estimated payouts under our Fiscal 2015 LTIP PSUs. For further information, please see“Compensation Discussion and Analysis—Aligning Officers’ Interests with Shareholders’ Interests—Variable Long-Term Incentives—LTIP” above.

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Outstanding Equity Awards at End of Fiscal 2013

The following table sets forth certain information regarding outstanding equity awards held by each NamedExecutive Officer as of June 30, 2013.

Option Awards Stock Awards (1)

Name Grant Date

Number ofSecurities

UnderlyingUnexercisedOptions (#)Exercisable

Number ofSecurities

UnderlyingUnexercisedOptions (#)

Non-exercisable

OptionExercisePrice ($)

OptionExpiration

Date

Number ofShares orUnits ofStock

That HaveNot

Vested (#)

MarketValue ofShares orUnits of

Stock ThatHave NotVested ($)

EquityIncentive

PlanAwards:

Number ofunearned

shares,units or

otherrights that

havenot vested

(#)

EquityIncentive

PlanAwards:

Market orpayoutvalue of

unearnedshares,units or

otherrights thathave notvested ($)

Mark Barrenechea . . . .November 2, 2012 30,246 52.74 November 2, 2019February 3, 2012 80,000 320,000 60.35 February 3, 2019May 3, 2012 25,000 75,000 52.44 May 3, 2019February 3, 2012 22,222 $1,521,540February 3, 2012 31,275 $2,141,399November 2, 2012 9,912 $ 678,675December 3, 2012 19,824 $1,357,349

Paul McFeeters . . . . . .August 21, 2008 50,000 34.50 August 21, 2015May 3, 2012 18,750 56,250 52.44 May 3, 2019November 2, 2012 10,477 52.74 November 2, 2019October 29, 2010 13,380 $ 916,129February 3, 2012 12,072 $ 826,570November 2, 2012 3,433 $ 235,058December 3, 2012 6,867 $ 470,183

P. Thomas Jenkins . . . .August 21, 2008 100,000 34.50 August 21, 2015November 2, 2012 24,379 52.74 November 2, 2019October 29, 2010 37,632 $2,576,663February 3, 2012 31,340 $2,145,850November 2, 2012 7,989 $ 547,007December 3, 2012 15,978 $1,094,014

James Mackey . . . . . . .November 2, 2012 30,000 52.74 November 2, 2019November 2, 2012 4,191 52.74 November 2, 2019November 2, 2012 1,373 $ 94,009December 3, 2012 2,747 $ 188,087

Gordon A. Davies . . . .October 29, 2009 18,750 37.33 October 29, 2016October 29, 2010 8,920 $ 610,752November 2, 2012 7,225 52.74 November 2, 2019February 3, 2012 9,286 $ 635,812November 2, 2012 2,368 $ 162,137December 3, 2012 4,736 $ 324,274

(1) Represents each Named Executive Officer’s target number of PSUs granted pursuant to the Fiscal 2013, Fiscal 2014, and Fiscal 2015LTIPs and the market value as of June 30, 2013 based upon the closing price for the Company’s Common Shares as traded on theNASDAQ on such date of $68.47.

(2) Options in the table above generally vest annually over a period of 4 years starting from the date of grant.

As of June 30, 2013, options to purchase an aggregate of 1,805,391 Common Shares had been previouslygranted and are outstanding under our stock option plans, of which 672,846 Common Shares were vested.Options to purchase an additional 2,652,250 Common Shares remain available for issuance pursuant to our 2004Stock Option Plan and our 1998 Stock Option Plan. Our option pool represents 4.5% of the Common Sharesissued and outstanding as of June 30, 2013 on a fully diluted basis.

During Fiscal 2013, the Company granted options to purchase 430,045 Common Shares or 0.7% of theCommon Shares issued and outstanding as of June 30, 2013.

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Option Exercises and Stock Vested in Fiscal 2013

The following table sets forth certain details with respect to each of the Named Executive Officersconcerning the exercise of stock options and vesting of stock in Fiscal 2013:

Option Awards Stock Awards (3)

Name

Number of SharesAcquired on Exercise

(#)

Value Realized onExercise (1)

($)

Number of SharesAcquired on Vesting

(#)

Value Realized onVesting (2)

($)

Mark Barrenechea . . . . . . . . . . . . . . — — — $ —Paul McFeeters . . . . . . . . . . . . . . . . . 240,000 11,827,058 8,584 $ 428,352P. Thomas Jenkins . . . . . . . . . . . . . . 50,000 2,043,500 32,191 $1,606,341James Mackey . . . . . . . . . . . . . . . . . — — — $ —Gordon A. Davies . . . . . . . . . . . . . . . 18,750 336,075 7,154 $ 356,985

(1) “Value realized on exercise” is the excess of the market price, at date of exercise, of the shares underlyingthe options over the exercise price of the options.

(2) “Value realized on vesting” is the market price of the underlying shares on the vesting date.(3) Relates to the vesting of PSUs under our Fiscal 2012 LTIP.

Potential Payments Upon Termination or Change in Control

We have entered into employment contracts with each of our Named Executive Officers. These contractsmay require us to make certain types of payments and provide certain types of benefits to the Named ExecutiveOfficers upon the occurrence of any of these events:

• If the Named Executive Officer is terminated without cause; and

• If there is a change in control in the ownership of OpenText and subsequent to the change in control,there is a change in the relationship between OpenText and the Named Executive Officer.

When determining the amounts and the type of compensation and benefits to provide in the event of atermination or change in control described above, we considered available information with respect to amountspayable to similarly situated officers of our peer groups, the position held by the Named Executive Officer withinOpenText and in the case of Mr. Mackey, by the Named Executive Officer’s length of service with OpenText.The amounts payable upon termination or change in control represent the amounts determined by the Companyand are not the result of any individual negotiations between us and any of our Named Executive Officers.

With the exception of our employment agreement with Mr. Mackey, our employment agreements with ourNamed Executive Officers are similar in structure, terms and conditions, with the key exception of the amount ofseverance payments, which is determined by the position held by the Named Executive Officer within OpenText.Details are set out below of each of their potential payments upon a termination by the Company without causeand upon a change in control event where there is a subsequent change in the relationship between the Companyand the Named Executive Officer.

Termination Without Cause—Messrs. Barrenechea, McFeeters, Jenkins, and Davies

If the Named Executive Officer is terminated without cause, we may be obligated to make payments orprovide benefits to the Named Executive Officer. A termination without cause means a termination of a NamedExecutive Officer for any reason other than the following, each of which provides “cause” for termination:

• The failure by the Named Executive Officer to attempt in good faith to perform his duties, other than asa result of a physical or mental illness or injury;

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• The Named Executive Officer’s willful misconduct or gross negligence of a material nature inconnection with the performance of his duties which is or could reasonably be expected to be injuriousto the Company;

• The breach by the Named Executive Officer of his fiduciary duty or duty of loyalty to the Company;

• The Named Executive Officer’s intentional and unauthorized removal, use or disclosure of informationrelating to the Company, including customer information, which is injurious to the Company or itscustomers;

• The willful performance by the Named Executive Officer of any act of dishonesty or willfulmisappropriation of funds or property of the Company or its affiliates;

• The indictment of the Named Executive Officer or a plea of guilty or nolo contender to a felony orother serious crime involving moral turpitude;

• The material breach by the Named Executive Officer of any obligation material to his employmentrelationship with the Company; or

• The material breach by the Named Executive Officer of the Company’s policies and procedures whichbreach causes or could reasonably be expected to cause harm to the Company;

provided that in certain of the circumstances listed above, OpenText has given the Named Executive Officerreasonable notice of the reason for termination as well as a reasonable opportunity to correct the circumstancesgiving rise to the termination.

Termination Without Cause—Mr. Mackey

If the Named Executive Officer is terminated without cause, we may be obligated to make payments orprovide benefits to the Named Executive Officer. A termination without cause means a termination of a NamedExecutive Officer for any reason other than the following, each of which provides “cause” for termination:

• The failure by the Named Executive Officer to perform his duties according to the terms of hisemployment agreement or to perform in a manner satisfactory to the Board after OpenText has giventhe Named Executive Officer reasonable notice of this failure as well as a reasonable opportunity tocorrect this failure; however, any such failure:

• that follows a diminution in his position or duties or responsibilities, or

• that results from a disability of the Named Executive Officer,

is not considered a failure for purposes of this section;

• The engagement by the Named Executive Officer in any act that is materially harmful to us;

• The engagement by the Named Executive Officer in any illegal conduct or any act of dishonesty whichbenefits the Named Executive Officer at our expense including but not limited to the failure by theNamed Executive Officer to:

• honour his fiduciary duties to us; and

• fulfill his duty to act in our best interests;

• The failure of the Named Executive Officer to abide by the terms of any resolution passed by theBoard; or

• The failure of the Named Executive Officer to abide by our policies, procedures and codes of conduct.

Change in Control—Messrs. Barrenechea, McFeeters, Jenkins, and Davies

If there is a change in control of the ownership of OpenText and within one year of such change in controlevent, there is a change in the relationship between OpenText and the Named Executive Officer without the

42

Named Executive Officer’s written consent, we may be obligated to provide payments or benefits to the NamedExecutive Officer, unless such a change is in connection with the termination of the Named Executive Officereither for cause or due to the death or disability of the Named Executive Officer.

A change in control includes the following events:

• The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all orsubstantially all of the assets of OpenText;

• The approval by the holders of common shares of any plan or proposal for the liquidation or dissolutionof the Company;

• Any transaction in which any person or group acquires ownership of more than 50% of the shares ofOpenText’s common stock; or

• Any transaction in which a majority of the Board is replaced over a twelve-month period and suchreplacement of the Board was not approved by a majority of the Board still in office at the beginning ofsuch period.

Examples of a change in the relationship between the Named Executive Officer and OpenText wherepayments or benefits may be triggered following a change in control event include:

• A material diminution in the duties and responsibilities of the Named Executive Officer, other than(a) a change arising solely out of the Company becoming part of a larger organization following thechange in control event or any related change in the reporting hierarchy or (b) a reorganization of theCompany resulting in similar changes to the duties and responsibilities of similarly situated executiveofficers;

• A material reduction to the Named Executive Officer’s compensation, other than a similar reduction tothe compensation of similarly situated executive officers;

• A relocation of the Named Executive Officer’s primary work location more than fifty miles;

• A reduction in the title or position of the Named Executive Officer, other than (a) a change arisingsolely out of the Company becoming part of a larger organization following the change in control eventor any related change in the reporting hierarchy or (b) a reorganization of the Company resulting insimilar changes to the titles or positions of similarly situated executive officers;

None of our Named Executive Officers are entitled to the payments or benefits described below, or anyother payments or benefits, solely upon a change in control where there is no change to the Named ExecutiveOfficer’s relationship with OpenText.

Change in Control—Mr. Mackey

If there is a change in control of the ownership of OpenText and within six months of such change in controlevent, there is a change in the relationship between OpenText and the Named Executive Officer without theNamed Executive Officer’s written consent, we may be obligated to provide payments or benefits to the NamedExecutive Officer, unless such a change is in connection with the termination of the Named Executive Officereither for cause or due to the death or disability of the Named Executive Officer.

A change in control includes the following events:

• The sale of all or substantially all of the assets of OpenText;

• Any transaction in which any person or group acquires ownership of more than 50% of the shares ofOpenText’s common stock on a fully diluted basis; or

• Any transaction which results in more than 50% of the shares of OpenText’s common stock, on a fullydiluted basis, being held by any person or group who were not shareholders of OpenText as of the dateof the applicable contract between OpenText and the Named Executive Officer.

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Examples of a change in the relationship between the Named Executive Officer and OpenText wherepayments or benefits may be triggered include:

• A change in control described above which results in a material change of the Named ExecutiveOfficer’s position, duties, responsibilities, title or office which were in effect immediately prior to sucha change in control (except for a change in any position or duties as an OpenText director or for anyother material change that is the result of a promotion), which includes any removal of the NamedExecutive Officer from, or any failure to re-elect or re-appoint the Named Executive Officer to, anypositions or offices he held immediately prior to such a change in control;

• A material reduction by either OpenText or by any of OpenText’s subsidiaries of the Named ExecutiveOfficer’s salary, benefits or any other form of remuneration payable by either OpenText or byOpenText’s subsidiaries;

• Any material failure by either OpenText or by any of OpenText’s subsidiaries to provide any of thefollowing benefits listed below, in which the Named Executive Officer is participating or entitled toparticipate immediately prior to any change in control described in the previous section, or if OpenTextor any of OpenText’s subsidiaries take any action or fail to take any action, and as a result, the NamedExecutive Officer’s participation in any such plan would be materially and adversely affected or theNamed Executive Officer’s rights or benefits under or pursuant to any such plan would be materiallyand adversely affected:

• benefit, bonus, profit sharing, incentive, remuneration or compensation plan;

• stock ownership or purchase plan; or

• pension plan or retirement plan;

• Any other material breach of the employment agreement between OpenText and the Named ExecutiveOfficer which is committed by OpenText.

None of our Named Executive Officers are entitled to the payments or benefits described below, or anyother payments or benefits, solely upon a change in control where there is no change to the Named ExecutiveOfficer’s relationship with OpenText.

Amounts Payable Upon Termination or Change in Control—Messrs. Barrenechea, McFeeters, Jenkins,and Davies

Generally, upon termination of employment without cause or following a change in the Named ExecutiveOfficer’s relationship with OpenText, in each case, either within twelve months of a change in control event orabsent a change in control event, the Named Executive Officer is entitled to either twelve or twenty-four monthsof compensation, depending upon the Named Executive Officer’s position, including variable long-termincentives equal to 100% of the current year’s target bonus.

With respect to the LTIP, if the termination of employment occurs either without cause or due to a change inthe nature of the relationship between the Named Executive Officer and OpenText, in each case, within twelvemonths of a change in control event, the Named Executive Officer is entitled to 100% of his LTIP.

With respect to options, (a) upon termination of employment without cause or following a change in theNamed Executive Officer’s relationship with OpenText, in each case, absent a change in control event, theNamed Executive Officer is entitled to exercise those stock options which have vested as of the date oftermination; and (b) upon termination of employment without cause or upon a change in the relationship betweenthe Named Executive Officer and OpenText, in each case, within twelve months of a change in control event, theNamed Executive Officer is entitled to exercise 100% of all outstanding options, which are all deemedimmediately vested. The Named Executive Officer must exercise these options within 90 days of the terminationdate. In addition, in the case of Mr. Barrenechea, all stock options and RSUs granted to Mr. Barrenechea inFiscal 2012 are deemed to vest.

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Messrs. Barrenechea, McFeeters, Jenkins, and Davies

No change in controlChange in control

And within 12 months

Termination withoutcause

Change inrelationship

Terminationwithout cause


Base . . . . . . . . . . . . . . . . 12 or 24 months,depending onposition

12 or 24 months,depending onposition

24 months 24 months

Variable . . . . . . . . . . . . . 12 or 24 months,depending onposition, and basedon 100% of currentyear’s target

12 or 24 months,depending onposition, and basedon 100% of currentyear’s target

24 months andbased on 100% ofcurrent year’starget

24 months andbased on 100% ofcurrent year’starget

LTIP . . . . . . . . . . . . . . . . Prorated for numberof monthsparticipation attermination date inthe applicable 36month performanceperiod. If terminationdate is before thecommencement ofthe 19th month aprorated LTIP willnot be paid

Prorated fornumber of monthsparticipation attermination date inthe applicable 36month performanceperiod. Iftermination date isbefore thecommencement ofthe 19th month aprorated LTIP willnot be paid

100% vesting 100% vesting

Options . . . . . . . . . . . Vested as oftermination date

Vested as oftermination date

100% vesting 100% vesting

Mark Barrenechea

Upon any instance of termination without cause or change in control described above, we are required toprovide Mr. Barrenechea with the following:

• Payment of 24 months of salary;

• Payment of 24 months of variable short-term incentive, assuming 100% achievement of the expectedtargets for the fiscal year in which the triggering event occurred;

• All accrued payments up to the date of termination, including all earned but unpaid short-termincentive amounts and earned but unpaid LTIP;

• If the triggering event occurs within twelve months of a change in control, 100% of the LTIP;

• All employee and medical benefits provided to Mr. Barrenechea immediately prior to the occurrence ofthe trigger event for a period of 24 months; and

• For a period of 90 days, the right to exercise all options which have vested as of the date oftermination; provided, however, all options and RSUs granted to Mr. Barrenechea during Fiscal 2012(Fiscal 2012 Awards) shall continue to vest during the 24 month period following the date oftermination and Mr. Barrenechea shall have another 90 days following this period to exercise the Fiscal2012 Awards. Following these deadlines, all unvested options and RSUs shall terminate. However, ifthe triggering event occurs within twelve months of a change in control event, then 100% of alloutstanding options and the Fiscal 2012 Awards vest and Mr. Barrenechea shall have 90 days toexercise these options and awards.

45

We are required to make these payments and provide these benefits over a period of 24 months from thedate of the event which triggered our obligation. In all events where the Company is required to make paymentsto Mr. Barrenechea, the Company intends to make the payments no later than two and a half months after the endof the later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk offorfeiture.

In return for receiving the payments and the benefits described in this section, Mr. Barrenechea mustcomply with certain obligations in favour of the Company, including a non-disparagement obligation. Also,Mr. Barrenechea is bound by a confidentiality and non-solicitation agreement. Mr. Barrenechea’s non-solicitation obligation lasts 6 months from the date of termination of his employment.

Any breach by Mr. Barrenechea of any provision of his contractual agreements may only be waived uponthe review and approval of the Board.

Paul McFeeters

Upon any instance of termination without cause or change in control described above, we are required toprovide Mr. McFeeters with the following:





• All employee and medical benefits provided to Mr. McFeeters immediately prior to the occurrence ofthe trigger event for a period of 24 months; and

• For a period of 90 days, the right to exercise all options which have vested as of the date oftermination. However, if the triggering event occurs within twelve months of a change in control event,then 100% of all outstanding options vest and Mr. McFeeters shall have 90 days to exercise theseoptions.

We are required to make these payments and provide these benefits over a period of 24 months from thedate of the event which triggered our obligation.

In return for receiving the payments and the benefits described in this section, Mr. McFeeters must complywith certain obligations in favour of the Company, including a non-disparagement obligation. Also,Mr. McFeeters is bound by a confidentiality and non-solicitation agreement. Mr. McFeeters’ non-solicitationobligation lasts 6 months from the date of termination of his employment.

Any breach by Mr. McFeeters of any provision of his contractual agreements may only be waived upon thereview and approval of the Board.

P. Thomas Jenkins

Upon any instance of termination without cause or change in control described above, we are required toprovide Mr. Jenkins with the following:




46


• All employee and medical benefits provided to Mr. Jenkins immediately prior to the occurrence of thetrigger event for a period of 24 months; and

• For a period of 90 days, the right to exercise all options which have vested as of the date oftermination. However, if the triggering event occurs within twelve months of a change in control event,then 100% of all outstanding options vest and Mr. Jenkins shall have 90 days to exercise these options.

We are required to make these payments and provide these benefits over a period of 24 months from thedate of the event which triggered our obligation.

In return for receiving the payments and the benefits described in this section, Mr. Jenkins must complywith certain obligations in favour of the Company, including a non-disparagement obligation. Also, Mr. Jenkinsis bound by a confidentiality and non-solicitation agreement. Mr. Jenkins’s non-solicitation obligation lasts6 months from the date of termination of his employment.

Any breach by Mr. Jenkins of any provision of his contractual agreements may only be waived upon thereview and approval of the Board.

Gordon A. Davies

Upon any instance of termination without cause or change in Mr. Davies’ relationship with OpenText, ineach as described above and in the absence of a change in control event, we are required to provide Mr. Davieswith the following:




• All employee and medical benefits provided to Mr. Davies immediately prior to the occurrence of thetrigger event for a period of 12 months; and

• For a period of 90 days, the right to exercise all options which have vested as of the date oftermination.

If the termination without cause or the change in Mr. Davies’ relationship with OpenText occurs within12 months of a change in control event, then we are required to provide Mr. Davies with the following:




• Payment of 100% of the LTIP;

• All employee and medical benefits provided to Mr. Davies immediately prior to the occurrence of thetrigger event for a period of 24 months; and

• 100% of all outstanding options vest and Mr. Davies shall have 90 days to exercise these options.

47

We are required to make these payments and provide these benefits over a period of either 12 months or24 months depending on the instance from the date of the event which triggered our obligation.

In return for receiving the payments and the benefits described in this section, Mr. Davies must comply withcertain obligations in favour of the Company, including a non-disparagement obligation. Also, Mr. Davies isbound by a confidentiality and non-solicitation agreement. Mr. Davies’ non-solicitation obligation lasts 6 monthsfrom the date of termination of his employment.

Any breach by Mr. Davies of any provision of his contractual agreements may only be waived upon thereview and approval of the Board.

Amounts Payable Upon Termination or Change in Control—Mr. Mackey

Generally, upon (a) termination of employment without cause, or (b) a termination of employment withoutcause or following a change in the Named Executive Officer’s relationship with OpenText, in either case, withinsix months of a change in control event, the Named Executive Officer is entitled to twelve months ofcompensation, including variable long-term incentives equal to 100% of the actual bonus amount earned theprevious year. In addition, the Named Executive Officer is entitled to one additional month of compensation forevery year of service over ten years, up to a maximum of 24 months.

With respect to the LTIP, upon a termination of employment without cause or following a change in theNamed Executive Officer’s relationship with Open Text, in either case, within six months of a change in controlevent, the Named Executive Officer is entitled to (a) 0% of his LTIP if the triggering event occurs within the firstsix months of the LTIP performance period, (b) 50% of his LTIP if the triggering event occurs between theseventh and eighteenth month of the LTIP performance period and (c) 100% of his LTIP if the triggering eventoccurs between the nineteenth and thirty-sixth month of the LTIP performance period.

With respect to options, (a) upon termination of employment without cause, the Named Executive Officer isentitled to exercise (i) all options which have vested as of the termination date at any time within the 90 dayperiod following the termination date (the 90 Day Period) plus (ii) any unvested options which would haveotherwise vested during the 90 Day Period at any time within a further 90 day period, where such further 90 dayperiod shall not exceed 180 days following termination; and (b) upon termination of employment without causeor upon a change in the relationship between the Named Executive Officer and OpenText, in each case, withinsix months of a change in control event, the Named Executive Officer is entitled to exercise all outstandingoptions, which are all deemed immediately vested.

48

Mr. Mackey

No change in controlChange in control

And within 6 months

Termination withoutcause


Terminationwithout cause


Base . . . . . . . . . . . . . . . . 12 months plus 1additional month forevery year of serviceover 10 years up tomaximum of 24months

n/a

12 months plus 1additional monthfor every year ofservice over 10years up tomaximum of 24months

12 months plus 1additional monthfor every year ofservice over 10years up tomaximum of 24months

Variable . . . . . . . . . . . . . 12 months plus 1additional month forevery year of serviceover 10 years up tomaximum of 24months and based onactual earned amountfrom the previousyear

n/a

12 months plus 1additional monthfor every year ofservice over 10years up tomaximum of 24months and basedon actual earnedamount from theprevious year

12 months plus 1additional monthfor every year ofservice over 10years up tomaximum of 24months and basedon actual earnedamount from theprevious year

LTIP . . . . . . . . . . . . . . . . Prorated for numberof monthsparticipation attermination date inthe applicable 36month performanceperiod. If terminationdate is before thecommencement ofthe 19th month aprorated LTIP willnot be paid

n/a

Months 0 to 6—0% vestsMonths 7 to 18—50% vestsMonths 19 to 36—100% vests

Months 0 to 6—0% vestsMonths 7 to 18—50% vestsMonths 19 to 36—100% vests

Options . . . . . . . . . . . . . Vested as oftermination date plusthose that vest within90 days after thetermination date

n/a 100% vesting 100% vesting

James Mackey

Upon any instance of termination without cause or change in control described above, we are required toprovide Mr. Mackey with the following:


• Payment of 12 months of variable short-term incentive earned for the fiscal year prior to the date of thetriggering event;


• If the triggering event occurs within six months of a change in control, (a) 0% of his LTIP if thetriggering event occurs within the first six months of the LTIP performance period, (b) 50% of hisLTIP if the triggering event occurs between the seventh and eighteenth month of the LTIP performanceperiod and (c) 100% of his LTIP if the triggering event occurs between the nineteenth and thirty-sixthmonth of the LTIP performance period;

49

• All employee and medical benefits provided to Mr. Mackey immediately prior to the occurrence of thetrigger event for a period of 12 months; and

• For a period of 90 days, the right to exercise all options which have vested as of the date of terminationplus, for another period of 90 days not to exceed 180 days following termination, the right to exerciseany unvested options which would have otherwise vested during the first 90 days followingtermination. Following these periods, all unvested options shall terminate. However, if the triggeringevent occurs within six months of a change in control event, then 100% of all outstanding options vestand Mr. Mackey shall have 90 days to exercise these options.

We are required to make these payments and provide these benefits over a period of 12 months from thedate of the event which triggered our obligation. In all events where the Company is required to make paymentsto Mr. Mackey, the Company intends to make the payments no later than two and a half months after the end ofthe later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk offorfeiture.

In return for receiving the payments and the benefits described in this section, Mr. Mackey must complywith certain obligations in favour of the Company, including a non-disparagement obligation. Also, Mr. Mackeyis bound by a confidentiality and non-solicitation agreement. Mr. Mackey’s non-solicitation obligation lasts6 months from the date of termination of his employment.

Any breach by Mr. Mackey of any provision of his contractual agreements may only be waived upon thereview and approval of the Board.

Quantitative Estimates of Payments upon Termination or Change in Control

Further information regarding payments to our Named Executive Officers in the event of a termination or achange in control may be found in the table below. This table sets forth the estimated amount of payments andother benefits each Named Executive Officer would be entitled to receive upon the occurrence of the indicatedevent, assuming that the event occurred on June 30, 2013. Amounts potentially payable under plans which aregenerally available to all salaried employees, such as life and disability insurance, are excluded from the table.The values related to vesting of stock options and awards are based upon the fair market value of our commonstock of $68.47 per share as reported on the NASDAQ on June 30, 2013, the last trading day of our fiscal year.The other material assumptions made with respect to the numbers reported in the table below are:

• Payments in Canadian dollars included herein are converted to U.S. dollars using an exchange rate, asof June 30, 2013, of 0.9552.

• The salary and incentive payments are calculated based on the amounts of salary and incentivepayments which were payable to each Named Executive Officer as of June 30, 2013;

• Payment under the LTIP for Mr. Mackey is calculated as though 50% of the Fiscal 2013 LTIP targetbonus has vested and 100% of the Fiscal 2012 LTIP target bonus has vested;

• Payment under the LTIP for the other Named Executive Officers is calculated as though 100% ofFiscal 2013 and 100% of Fiscal 2012 has vested; and

• The number of options available for vesting is equal to:

• with respect to Mr. Barrenechea and Mr. Mackey, the number of options which were scheduled tobe outstanding and exercisable by September 30, 2013, plus

• with respect only to a change in control in the ownership of OpenText, the number of optionswhich are subject to the acceleration of their vesting dates as a result of such change in control.

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Actual payments made at any future date may vary, including the amount the Named Executive Officerwould have accrued under the applicable benefit or compensation plan as well as the price of our CommonShares.

Named Executive OfficerSalary

($)

Short-termIncentivePayment

($)

Gain onVesting of

LTIP($)

Gain onVesting of

Stock Options($)

EmployeeBenefits

($)Total

($)

Mark Barrenechea . . . . . . . . . . TerminationWithoutCause 1,240,000 1,550,000 — 3,622,240 49,072 6,461,312

Change inControl/Relationship 1,240,000 1,550,000 4,177,423 5,797,960 49,072 12,814,455

Paul McFeeters . . . . . . . . . . . . . TerminationWithoutCause 811,921 668,641 — — 12,526 1,493,088

Change inControl/Relationship 811,921 668,641 1,531,811 1,066,491 12,526 4,091,390

P. Thomas Jenkins . . . . . . . . . . TerminationWithoutCause 955,201 1,194,001 — — 56,848 2,206,050

Change inControl/Relationship 955,201 1,194,001 3,786,870 383,482 56,848 6,376,402

James Mackey TerminationWithoutCause 350,000 — — — 135 350,135

Change inControl/Relationship 350,000 — 141,048 537,824 135 1,029,007

Gordon A. Davies TerminationWithoutCause 382,080 143,280 — — 7,043 532,403

Change inControl/Relationship 764,161 286,560 1,122,223 697,524 14,086 2,884,554

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Director Compensation for Fiscal 2013

The following table sets forth summary information concerning the annual compensation received by eachof the non-employee directors of OpenText for the fiscal year ended June 30, 2013.

Fees Earned orPaid in Cash

($) (1)

StockAwards($) (2)

OptionAwards

($)

Non-EquityIncentive PlanCompensation

($)

Change in PensionValue and Non-

qualifiedDeferred

CompensationEarnings

($)

All OtherCompensation

($)Total

($)

Randy Fowlie (3) . . . . . . . $54,175 $178,093 $— — N/A $232,268Brian Jackman (4) . . . . . . . $60,000 $125,007 $— — N/A $185,007Stephen Sadler (5) . . . . . . $45,000 $125,007 $— — N/A $619,746 (10) $789,753Michael Slaunwhite (6) . . $ 8,750 $197,651 $— — N/A $206,401Gail E. Hamilton (7) . . . . . $74,000 $125,007 $— — N/A $199,007Katharine B. Stevenson (8) $70,000 $125,007 $— — N/A $195,007Deborah Weinstein (9) . . . $ 2,313 $198,296 $— — N/A $200,609

(1) Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of common stockequivalent units under our Directors’ Deferred Share Unit Plan (DSU Plan) based on the value of the Company’s sharesas of the date fees would otherwise be paid. The DSU Plan became effective February 2, 2010, is available to any non-employee director of the Company and is designed to promote greater alignment of long-term interests between directorsof the Company and its shareholders. An eligible director’s DSUs will vest at the date of the Company’s next annualgeneral meeting. However, such DSUs are not payable by the Company until the non-employee director ceases to be amember of the Board.

(2) In Fiscal 2013, Messrs. Fowlie, Jackman, Sadler, and Slaunwhite and Mses. Hamilton, Stevenson and Weinstein received3,269, 2,368, 2,368, 3,638, 2,368, 2,368, and 3,646 DSUs, respectively. The amounts set forth in this column representsthe amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated inaccordance with ASC Topic 718. These amounts do not reflect whether the recipient has actually realized a financialbenefit from the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, OptionPlan and Share-based Payments” to our consolidated financial statements.

(3) As of June 30, 2013, Mr. Fowlie holds 47,100 options and 6,517 DSUs.(4) As of June 30, 2013, Mr. Jackman holds 52,600 options and 2,832 DSUs.(5) As of June 30, 2013, Mr. Sadler holds no options and 6,492 DSUs.(6) As of June 30, 2013, Mr. Slaunwhite holds 69,900 options and 8,164 DSUs.(7) As of June 30, 2013, Ms. Hamilton holds 13,100 options and 5,272 DSUs.(8) As of June 30, 2013, Ms. Stevenson holds 22,500 options and 4,052 DSUs.(9) As of June 30, 2013, Ms. Weinstein holds 18,300 options and 6,900 DSUs.(10) During Fiscal 2013, Mr. Sadler received $619,746 in consulting fees for assistance with acquisition-related business

activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

52

Directors who are salaried officers or employees receive no compensation for serving as directors. Thematerial terms of our director compensation arrangements are as follows:

Description Amount and Frequency of Payment

Annual retainer fee payable to each non-employeedirector

$45,000 per director payable at the beginning of thecalendar year

Annual Independent Lead Director fee payable to theIndependent Lead Director $20,000 payable at the beginning of the calendar year

Annual Audit Committee retainer fee payable to eachmember of the Audit Committee

$25,000 per year payable at $6,250 at the beginningof each quarterly period.

Annual Audit Committee Chair retainer fee payableto the Chair of the Audit Committee


Annual Compensation Committee retainer feepayable to each member of the CompensationCommittee


Annual Compensation Committee Chair retainer feepayable to the Chair of the CompensationCommittee


Annual Corporate Governance Committee retainerfee payable to each member of the CorporateGovernance Committee

$8,000 per year payable at $2,000 at the beginning ofeach quarterly period.

Annual Corporate Governance Committee Chairretainer fee payable to the Chair of the CorporateGovernance Committee

$6,000 per year payable at $1,500 at the beginning ofeach quarterly period.

Unlike the scheduled fee arrangements set forth above, equity awards are made to non-managementdirectors on a discretionary basis by the Board. As with its employees, the Company believes that grantingcompensation to directors in the form of equity promotes a greater alignment of long-term interests betweendirectors of the Company and the shareholders of the Company. Historically, grants have been made solely in theform of stock options which vest over one year until the Company’s next annual general meeting. EffectiveFebruary 2, 2010, the Board adopted the DSU Plan, which is available to any non-employee director of theCompany. As a result, in Fiscal 2013, certain directors elected to receive DSUs instead of fees otherwise payablein cash. During Fiscal 2013, no stock options were granted to directors and the Company has taken the positionthat non-management directors will receive DSUs instead of stock options where granting of equity awards isappropriate. Furthermore, all non-management directors have exceeded the Share Ownership Guidelinesapplicable to them, which is three times their annual retainer.

The Company does not have a retirement policy for its directors, however, the Company does review itsdirectors annually as part of its governance process.

53

Performance Graph

The following graph compares for each of the five fiscal years ended June 30, 2013 the yearly percentagechange in the cumulative total shareholder return on our Common Shares with the cumulative total return on:

• an index of companies in the software application industry which is maintained by Zacks InvestmentResearch, which is the exclusive provider of Morningstar Industry data (herein referred to as the“Morningstar Index”);

• the NASDAQ Composite Index; and

• the S&P/TSX Composite Index.

The graph illustrates the cumulative return on a $100 investment in our Common Shares made on June 30,2008, as compared with the cumulative return on a $100 investment in the Morningstar Index, the NASDAQComposite Index and the S&P/TSX Composite Index (collectively referred to as the “Indices”) made on the sameday. Dividends declared on securities comprising the respective Indices and declared on our Common Shares areassumed to be reinvested. The performance of our Common Shares as set out in the graph is based uponhistorical data and is not indicative of, nor intended to forecast, future performance of our Common Shares. Thegraph lines merely connect measurement dates and do not reflect fluctuations between those dates.

COMPARISON OF CUMULATIVE TOTAL RETURN

F Open Text Corporation

Morningstar Index

B NASDAQ Composite IndexE S&P/TSX Composite Index

$50.00

$70.00

$90.00

$110.00

$130.00

$150.00

$170.00

$190.00

$210.00

$230.00

F F

F

F

F

E

E

E

EEE E

6/30/2008 6/30/2009 6/30/2010 6/30/2011 6/30/2012 6/30/2013

The chart below provides information with respect to the value of $100 invested on June 30, 2008 in ourCommon Shares as well as in the other Indices, assuming dividend reinvestment when applicable:

June 30,2008

June 30,2009

June 30,2010

June 30,2011

June 30,2012

June 30,2013

Open Text Corporation . . . . . . . . . . . . . . . . . . . . . $100.00 $113.46 $116.95 $199.44 $155.45 $214.24Morningstar Index . . . . . . . . . . . . . . . . . . . . . . . . . $100.00 $ 78.87 $ 96.55 $138.38 $136.32 $159.13NASDAQ Composite . . . . . . . . . . . . . . . . . . . . . . $100.00 $ 80.85 $ 93.76 $124.45 $133.15 $156.59S&P/TSX Composite . . . . . . . . . . . . . . . . . . . . . . $100.00 $ 65.15 $ 79.76 $106.18 $ 90.20 $ 94.17

54

Directors’ and Officers’ Liability Insurance

The Company maintains directors’ and officers’ liability insurance for its Directors, Officers and theCompany. The current policies have an aggregate limit of $50,000,000 for the term September 30, 2012 toSeptember 30, 2013. Protection is provided to directors and officers for any actual or alleged neglect,misstatement, errors, omissions, or other wrongful acts during the course of their duties or capacity as such.Under the insurance coverage, the Company is reimbursed for payments which it is required or permitted tomake to its directors and officers for indemnification, subject to a $250,000 deductible for non-securities relatedclaims and a $1,000,000 deductible for securities related claims.

Indebtedness of Directors and Executive Officers

The Company does not grant loans to the directors and executive officers of the Company or their respectiveassociates. As at August 16, 2013, and during Fiscal 2013, none of the directors or executive officers of theCompany or their respective associates were indebted to the Company.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Directors and senior management of the Company consider good corporate governance to becentral to the effective operation of the Company. As part of the Company’s commitment to effective corporategovernance, the Board of Directors, with the assistance of the Corporate Governance and NominatingCommittee, monitors changes in legal requirements and best practices.

Set out below is a description of certain corporate governance practices of the Company as of August 16,2013, as required by National Instrument 58-101—Disclosure of Corporate Governance Practices.

Board of Directors

National Policy 58-201—Corporate Governance Guidelines recommends that boards of directors ofreporting issuers be composed of a majority of independent directors. With six of nine directors consideredindependent, the Board of Directors is composed of a majority of independent directors. The six independentdirectors are: Mses. Hamilton, Stevenson and Weinstein and Messrs. Fowlie, Jackman and Slaunwhite. Threedirectors have material relationships with the Company and are therefore not independent. Mr. Jenkins,Chairman of the Company, and Mr. Barrenechea, President and Chief Executive Officer of the Company, areconsidered to have a material relationship with the Company by virtue of their employment or executive officerpositions. Mr. Sadler is considered to have a material relationship with the Company by virtue of receivingapproximately $0.6 million in consulting fees, inclusive of bonus fees, for assistance with acquisition-relatedbusiness activities during Fiscal 2013. Mr. Sadler has also received approximately $0.8 million during Fiscal2012 and approximately $0.6 million in Fiscal 2011 in direct compensation from the Company in connectionwith consulting services rendered relating to acquisition-related activities.

The Company has taken steps to ensure that adequate structures and processes are in place to permit theBoard of Directors to function independently of management. The Board of Directors hold in camera sessions ofthe independent directors without the non-independent directors and management present at each regularlyscheduled meeting of the Board of Directors and during Fiscal 2013, there were 8 regularly scheduled meetingsof the Board of Directors. In addition, because the Chairman is not an independent director, the Company hasappointed Mr. Fowlie as Lead Director in order to ensure appropriate leadership for the independent directors. AsLead Director, he is responsible for the following: assisting the Chairman in ensuring that the Board carries outits responsibilities effectively; assisting the Chairman in fulfilling his duties; and ensuring that the relationshipbetween the Board and management is conducted in a professional and constructive manner. The full positiondescription for the Lead Director is available on the Company’s website, www.opentext.com. In addition, and toensure independence from management, directors who are not independent are requested to withdraw, where

55

appropriate, from meetings of the Board and similarly from any meetings of Board Committees to which theymay be invited. The Company has adopted a policy that all transactions between the Company and its officers,directors and affiliates will be approved by a majority of the “independent” members of the Board of Directors,as defined in NASDAQ Rule 5605.

The Company and the Board of Directors recognize the significant commitment involved in being a memberof the Board of Directors. Accordingly, the Company’s Code of Business Conduct and Ethics requires directorsto notify the Chairman prior to serving on another corporate board of directors or board of directors of anygovernmental advisory or charitable organization. The Corporate Governance and Nominating Committee isresponsible for evaluating whether continued membership on the Board of Directors is appropriate. For details ofour director nominees who serve on the boards of directors of other public companies, see “Matters to be ActedUpon at the Meeting—Election of Directors”.

For details of the number of Board of Director meetings and committee meetings held during Fiscal 2013,see “Matters to be Acted Upon at the Meeting—Election of Directors”.

Board Mandate

The Board of Directors is responsible for the overall stewardship of the Company. The Board dischargesthis responsibility directly and through delegation of specific responsibilities to committees of the Board, theChairman and Lead Director, and officers of the Company, all as more particularly described in the BoardMandate adopted by the Board of Directors.

As set out in the Board Mandate, the Board of Directors has established three committees to assist with itsresponsibilities: Audit Committee, Compensation Committee and Corporate Governance and NominatingCommittee. Each committee has a charter defining its responsibilities. The Board of Directors does not have anexecutive committee.

The Board Mandate was approved by the Board of Directors on August 8, 2012. The Board Mandate isattached as Schedule “D”.

Position Descriptions

The Board of Directors has developed position descriptions for the Lead Director and for the Chair of eachcommittee of the Board of Directors. The Board of Directors has also developed a position description for theChief Executive Officer. The full position description for the Lead Director is available on the Company’swebsite, www.opentext.com.

Orientation and Continuing Education

Responsibility for orientation programs for new directors is assigned to the Corporate Governance andNominating Committee. In this regard, the Corporate Governance and Nominating Committee’s duties includeensuring the adequacy of the orientation and education program for new members of the Company’s Board ofDirectors. The Chairman reviews with each new member (i) certain information and materials regarding theCompany, including the role of the Board of Directors and its committees and (ii) the legal obligations of adirector of the Company.

The Corporate Governance and Nominating Committee is also responsible for monitoring continuingeducation for directors in order to ensure that directors maintain the skill and knowledge necessary to meet theirobligations as directors. Directors are allocated a continuing education budget so that they may increase theirknowledge and skills by enrolling in courses or seminars of their own choosing. Certain directors participated incourses and seminars during Fiscal 2013. In addition, directors are provided with a myriad of articles andmemoranda from recognized industry and legal sources in Canada and the United States to remind them of theirresponsibilities and duties and to keep them informed of changes in the law and industry practices.

56

Majority Voting Policy

The Board of Directors has approved the Majority Voting Policy to which all nominees for election to theBoard are asked to subscribe prior to the Board recommending that they be elected. Pursuant to the MajorityVoting Policy, forms of proxy for meetings of the shareholders of the Company at which directors are to beelected shall provide the option of voting in favour of, or withholding from voting for, each individual nomineeto the Board. If, with respect to any particular nominee, the number of Common Shares withheld from votingexceeds the number of Common Shares voted in favour of the nominee, then for the purposes of the MajorityVoting Policy the nominee will be considered to have not received the support of the shareholders of theCompany. Each elected director who is considered under the Majority Voting Policy to have not received thesupport of the shareholders is expected to immediately submit his or her resignation to the Board of Directors.Within 90 days of receiving the final voting results for the applicable shareholders’ meeting, the Board ofDirectors will announce either the resignation of such director or that the Board of Directors has decided not toaccept the resignation. If the resignation is accepted, subject to any corporate law restrictions, the Board ofDirectors may (i) leave the resultant vacancy in the Board unfilled until the next annual meeting of shareholdersof the Company, (ii) fill the vacancy through the appointment of a director whom the Board considers to meritthe confidence of the shareholders of the Company, or (iii) call a special meeting of the shareholders of theCompany to consider the election of a nominee recommended by the Board to fill the vacant position. TheMajority Voting Policy applies only in the case of an uncontested election of directors at which more than 65%of the outstanding Common Shares have been voted by holders in person or by proxy.

Ethical Business Conduct

In January 2013, the Board of Directors re-approved the Code of Business Conduct and Ethics of theCompany, which was amended and restated in April 2010 (the “Code”). The Code sets out in detail the corevalues and the principles by which the Company is governed and addresses topics such as the following: honestand ethical conduct and conflicts of interest; compliance with applicable laws and Company policies andprocedures; public disclosure and books and records; use of corporate assets and opportunities; confidentiality ofcorporate information; reporting responsibilities and procedures; and non-retaliation.

The Company has an Ethics Committee and a Compliance Officer which are together responsible forcommunicating the Code to directors, officers and employees and assisting the Corporate Governance andNominating Committee in administering the Code. The Ethics Committee monitors compliance with the Code byemployees who are not directors or officers of the Company. The Corporate Governance and NominatingCommittee monitors overall compliance with the Code with specific responsibility for compliance by directorsand officers of the Company, provided that all issues and concerns specifically related to accounting, internalfinancial controls and/or auditing will be reviewed and forwarded to the Audit Committee. The Code is availableon the Company’s website and on SEDAR at www.sedar.com. If we make any substantive amendments to theCode or grant any waiver, including any implicit waiver, from a provision of the Code to our Chief ExecutiveOfficer, Chief Financial Officer or Chief Accounting Officer, we will disclose the nature of the amendment orwaiver on our website at www.opentext.com under the Company/Investors section or on a Current Report onForm 8-K.

The Board of Directors and the Audit Committee have established a Whistleblower Policy to encourageemployees, officers and directors to raise concerns regarding matters covered by the Code (including accounting,internal controls or auditing matters) on a confidential basis free from discrimination, retaliation or harassment.

In addition, in order to ensure independent judgment in considering transactions/agreements in which adirector/officer has a material interest, all related party transactions are approved by the independent directorsand all payments under related party transactions are approved by the Audit Committee.

Share Ownership Guidelines

The Board of Directors approved the Share Ownership Guidelines applicable to both non-employeedirectors and to the CEO and Chairman in October 2009. The objective of the Share Ownership Guidelines is to

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encourage each non-employee director and the CEO and Chairman to voluntarily buy and hold stock representinga meaningful investment in the Company. The Company believes that equity ownership by these non-employeedirectors helps to align their interests with the financial interests of the shareholders of the Company, createownership focus and build long-term commitment.

The investment target for the non-employee directors is three times the annual retainer, to be achievedwithin a five year period. Common Shares issued and held pursuant to exercised stock options shall be countedtowards compliance with the Share Ownership Guidelines. For the purposes of the Share Ownership Guidelines,a non-employee director is deemed to hold all securities over which he/she is the registered or beneficial ownerthereof and “beneficial owner” includes any person who, directly or indirectly, through any contract,arrangement, understanding, relationship or otherwise has or shares (i) voting power which includes the power tovote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose,or to direct the disposition of, such security. For greater certainty, “beneficial owner” includes any person who,directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract,arrangement, or device whereby the non-employee director may be divested of beneficial ownership of asecurity. As of the date hereof, all of our non-employee directors have met or exceeded the Share OwnershipGuidelines for Fiscal 2013.

See “Executive Compensation—Other Information With Respect to Our Compensation Program—ShareOwnership Guidelines” for a description of the guidelines applicable to the CEO, the Chairman and other seniormanagement and other details of the Share Ownership Guidelines.

Succession Planning

The Company has a Succession Planning Policy for its Board of Directors which is administered by theCorporate Governance and Nominating Committee. The policy is reviewed at least annually by the Board ofDirectors.

In addition, as indicated in the Board Mandate, the Board reviews succession plans for senior managementof the Company on an annual basis. Successors are identified in order to coach and develop leadership skills inthese candidates. Succession planning for management is also considered as part of our compensation process.Certain individuals who participate in our variable short-term incentive plan, including our Named ExecutiveOfficers, are required to consider succession matters and the identification and development of successors, as acomponent of their role responsibilities.

Risk Oversight

Although the Board as a whole has responsibility for risk oversight, the Board exercises its oversight of ourrisk management policies and practices primarily through its committees, which activities include reporting backto the Board on risk oversight.

The Audit Committee oversees risks related to our accounting, financial statements and financial reportingprocess.

The Compensation Committee oversees risks which may be associated with our compensation policies,practices and programs, in particular with respect to our executive officers. The Compensation Committeeassesses such risks with the review and assistance of the Company’s management and the CompensationCommittee’s external compensation consultants.

The Corporate Governance and Nominating Committee monitors risk and potential risks with respect to theeffectiveness of the Board, and considers aspects such as director succession, Board composition and theprincipal policies that guide the Company’s overall corporate governance.

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The members of each of the Audit Committee, Compensation Committee, and the Corporate Governanceand Nominating Committee are all “independent” directors within the meaning ascribed to it in MultilateralInstrument 52-110-Audit Committees as well as the listing standards of the NASDAQ, and, in the case of theAudit Committee, the additional independence requirements set out by the SEC.

All of our directors are kept informed of our business through open discussions with our management team,including our two management directors. The Board also receives documents, such as quarterly and periodicmanagement reports and financial statements, as well our directors have access to all books, records and reportsupon request, and members of management are available at all times to answer any questions which Boardmembers may have.

Audit Committee

The Audit Committee is comprised of Mr. Fowlie (Chair) and Mses. Hamilton and Stevenson, all of whomare independent and financially literate for purposes of National Instrument 52-110—Audit Committees, as wellas pursuant to the Listing Rules of NASDAQ and U.S. federal securities legislation. The Board of Directors hasdetermined that the Audit Committee has at least one financial expert, Mr. Fowlie, who qualifies as an “auditcommittee financial expert” as such term is defined in Securities and Exchange Commission Regulation S-K,Item 407(d)(5)(ii). See the biographies of Mr. Fowlie and Mses. Hamilton and Stevenson under “Matters to beActed Upon at the Meeting—Election of Directors” for a description of the education and experience that isrelevant to the performance of their responsibilities as Audit Committee members. The responsibilities, powerand operation of the Audit Committee are set out in the Audit Committee Charter, a copy of which is available onthe Company’s website, www.opentext.com. The Company’s Annual Report on Form 10-K for the fiscal yearended June 30, 2013 is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Nomination of Directors

The Corporate Governance and Nominating Committee is comprised of Ms. Weinstein (Chair) and Messrs.Fowlie and Slaunwhite, all of whom are independent. The responsibilities, powers and operation of the CorporateGovernance and Nominating Committee are set out in the committee charter, a copy of which is available on theCompany’s website, www.opentext.com.

As described in its charter, the Corporate Governance and Nominating Committee is responsible for, amongother things, identifying and evaluating director candidates to the Board of Directors and recommendingnominees for the Board of Directors.

Compensation Committee

The Compensation Committee is comprised of Messrs. Slaunwhite (Chair) and Jackman and Ms. Weinstein,all of whom are independent. The responsibilities, powers and operation of the Compensation Committee are setout in the committee charter, a copy of which is available on the Company’s website, www.opentext.com.

As described in its charter, the Compensation Committee is responsible for, among other things, reviewingand recommending the form and adequacy of compensation arrangements for executive officers, having regard toassociated risks and responsibilities, including administering the Company’s stock option plans.

As discussed above in “Compensation Committee Report”, the Compensation Committee obtains executivecompensation data from third party providers of compensation data in the technology sector.

Further information regarding the activities and recommendations of the Compensation Committee isprovided in the Compensation Committee Report.

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Assessments

The Corporate Governance and Nominating Committee is responsible for assessing the effectiveness of theBoard as a whole and the committees of the Board. Each director is required to complete, on an annual basis, awritten evaluation with respect to: (i) the performance of the Board of Directors; (ii) the performance ofcommittees; and (iii) the contributions of other directors to the Board of Directors and its committees. TheCorporate Governance and Nominating Committee reviews the evaluations with the Chairman and the LeadDirector. The results of the evaluations are summarized and presented to the full Board of Directors. In addition,the Chairman or the Lead Director, as appropriate, reviews with each director that director’s peer evaluationfindings.

Additional Information

A copy of this Circular has been sent to each director of the Company, to the applicable regulatoryauthorities, to each shareholder entitled to notice of the Meeting and to the auditors of the Company. Uponrequest to the Secretary of the Company, the Company will send to the person or company making such request,at a nominal charge, and in the case of a shareholder, without charge, a copy of:

1. the Company’s current Annual Information Form (Annual Report on Form 10-K), together with onecopy of any document, or the pertinent pages of any document, incorporated by reference therein;

2. the most recently filed comparative consolidated financial statements of the Company, together withthe management’s discussion and analysis of such financial results and the auditor’s report thereon, andany interim financial statements of the Company that have been filed for any period after the end of itsmost recently completed financial year; and

3. this Circular.

Financial information for the Company’s most recently completed fiscal year, being June 30, 2013, isprovided in the Company’s financial statements for the year ended June 30, 2013, and management’s discussionand analysis of such financial results.

Additional information relating to the Company is available on SEDAR at www.sedar.com.

General

Unless otherwise stated, information contained herein is given as of the date hereof. The final date by whichthe Company must receive a proposal for any matter that a person entitled to vote at an annual meeting proposesto raise at the next annual meeting is May 14, 2014.

The Board of Directors of the Company has approved the contents and the sending of this Circular.

DATED as of the 16th day of August, 2013.

(signed) Gordon A. DaviesChief Legal Officer and Corporate Secretary

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SCHEDULE “A”

TEXT OF RESOLUTION REGARDING THE CONTINUATION OF THE AMENDED ANDRESTATED SHAREHOLDER RIGHTS PLAN

BE IT RESOLVED THAT:

1. The shareholder rights plan of the Company be continued and the Amended and Restated ShareholderRights Plan Agreement to be made effective as of September 26, 2013 between the Company andComputershare Investor Services Inc. (the “Rights Agent”), which amends and restates the Amendedand Restated Shareholder Rights Plan Agreement dated December 2, 2010 between the Company andthe Rights Agent (the “Rights Plan”) and continues the rights issued under the Rights Plan, is herebyapproved; and

2. Any director or officer of the Company is hereby authorized to do all such things and execute all suchdocuments and instruments as may be necessary or desirable to give effect to the above resolution.

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SCHEDULE “B”

SHAREHOLDER RIGHTS PLAN

SUMMARY OF THE SHAREHOLDER RIGHTS PLAN

The following is a summary of the features of the Amended Rights Plan. The summary is qualified in itsentirety by the full text of the Amended Rights Plan, a copy of which is available on request from the Secretaryof the Company, and with the changes noted at the Company’s website at www.opentext.com as described in theCircular. All capitalized terms used in this summary without definition have the meanings attributed to them inthe Amended Rights Plan unless otherwise indicated.

(a) Issuance of Rights

One Right was issued by the Company for each Common Share outstanding at the close of business onNovember 1, 2004, the date that the Rights Plan came into effect, and one Right was issued and will continue tobe issued for each Common Share of the Company after such date and prior to the earlier of the Separation Timeand the Expiration Time. The Amended Rights Plan reconfirms the Rights and the Company’s authority tocontinue issuing one new Right for each Common Share issued.

Each Right entitles the registered holder thereof to purchase from the Company one Common Share at theexercise price equal to three times the Market Price of the Common Share, subject to adjustment and certain anti-dilution provisions (the “Exercise Price”). The Rights are not exercisable until the Separation Time. If a Flip-inEvent occurs, each Right will entitle the registered holder to receive, upon payment of the Exercise Price,Common Shares having an aggregate market price equal to twice the Exercise Price.

The Company is not required to issue or deliver Rights, or securities upon the exercise of Rights, outsideCanada or the United States where such issuance or delivery would be unlawful without registration of therelevant Persons or securities. If the Amended Rights Plan would require compliance with securities laws orcomparable legislation of a jurisdiction outside Canada and the United States, the Board of Directors mayestablish procedures for the issuance to a Canadian resident fiduciary of such securities, to hold such Rights orother securities in trust for the Persons beneficially entitled to them, to sell such securities, and to remit theproceeds to such Persons.

(b) Trading of Rights

Until the Separation Time (or the earlier termination or expiration of the Rights), the Rights will beevidenced by the certificates representing the Common Shares and will be transferable only together with theassociated Common Shares. From and after the Separation Time, separate certificates evidencing the Rights(“Rights Certificates”) will be mailed to holders of record of Common Shares (other than an Acquiring Person)as of the Separation Time. Rights Certificates will also be issued in respect of Common Shares issued prior to theExpiration Time, to each holder (other than an Acquiring Person) converting, after the Separation Time,securities (“Convertible Securities”) convertible into or exchangeable for Common Shares. The Rights will tradeseparately from the Common Shares after the Separation Time.

(c) Separation Time

The Separation Time is the Close of Business on the tenth Business Day after the earlier of (i) the “StockAcquisition Date”, which is generally the first date of public announcement of facts indicating that a Person hasbecome an Acquiring Person or such later date as may from time to time be determined by the Board ofDirectors; and (ii) the date of the commencement of, or first public announcement of the intent of any Person(other than the Company or any Subsidiary of the Company) to commence a Take-over Bid (other than aPermitted Bid or a Competing Permitted Bid, and the Amended Rights Plan requires such bid to continue tosatisfy the requirements of a Permitted Bid or Competing Permitted Bid). In either case, the Separation Time can

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be such later date as may from time to time be determined by the Board of Directors. If a Take-over Bid expires,is cancelled, terminated or otherwise withdrawn prior to the Separation Time, it shall be deemed never to havebeen made.

(d) Acquiring Person

In general, an Acquiring Person is a Person who is or becomes the Beneficial Owner of 20% or more of theoutstanding Common Shares. Excluded from the definition of “Acquiring Person” are the Company and itsSubsidiaries, and any Person who becomes the Beneficial Owner of 20% or more of the outstanding CommonShares as a result of one or more or any combination of an acquisition or redemption by the Company ofCommon Shares, a Permitted Bid Acquisition, an Exempt Acquisition, a Convertible Security Acquisition and aPro Rata Acquisition. The definitions of “Permitted Bid Acquisition”, “Exempt Acquisition”, “ConvertibleSecurity Acquisition” and “Pro Rata Acquisition” are set out in the Amended Rights Plan. However, in general:

(i) a “Permitted Bid Acquisition” means an acquisition of Common Shares made pursuant to a PermittedBid or a Competing Permitted Bid;

(ii) an “Exempt Acquisition” means an acquisition of Common Shares in respect of which the Board ofDirectors has waived the application of the Amended Rights Plan, which was made pursuant to adividend reinvestment plan of the Company, which was made pursuant to the receipt or exercise ofrights issued by the Company to all the holders of Common Shares (other than holders resident in ajurisdiction where such distribution is restricted or impracticable as a result of applicable law) tosubscribe for or purchase Common Shares or Convertible Securities (provided that such rights areacquired directly from the Company and not from any other Person and provided that the Person doesnot hereby acquire a greater percentage of Common Shares or Convertible Securities so offered thanthe Person’s percentage of Common Shares or Convertible Securities beneficially owned immediatelyprior to such acquisition), which was made pursuant to a distribution by the Company of CommonShares or Convertible Securities made pursuant to a prospectus (provided that the Person does notthereby acquire a greater percentage of the Common Shares or Convertible Securities so offered thanthe percentage owned immediately prior to such acquisition), which was made pursuant to adistribution by the Company of Common Shares or Convertible Securities by way of a privateplacement or a securities exchange take-over bid circular or upon the exercise by an individualemployee of stock options granted under a stock option plan of the Company or rights to purchasesecurities granted under a share purchase plan of the Company, or which is made pursuant to anamalgamation, merger or other statutory procedure requiring shareholder approval;

(iii) a “Convertible Security Acquisition” means an acquisition of Common Shares upon the exercise ofConvertible Securities received by such Person pursuant to a Permitted Bid Acquisition, ExemptAcquisition or a Pro Rata Acquisition; and

(iv) a “Pro Rata Acquisition” means an acquisition as a result of a stock dividend, a stock split or otherevent pursuant to which such Person receives or acquires Common Shares or Convertible Securities onthe same pro rata basis as all other holders of Common Shares of the same class.

Also excluded from the definition of “Acquiring Person” are underwriters or members of a banking orselling group acting in connection with a distribution of securities by way of prospectus or private placement, anda Person in its capacity as an Investment Manager, Trust Company, Plan Trustee, Statutory Body, Crown agentor agency or Manager (provided that such Person is not making or proposing to make a Take-over Bid).

(e) Beneficial Ownership

General

In general, a Person is deemed to Beneficially Own Common Shares actually held by others incircumstances where those holdings are or should be grouped together for purposes of the Amended Rights Plan.

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Included are holdings by the Person’s Affiliates (generally, a person that controls, is controlled by, or undercommon control with another person) and Associates (generally, relatives sharing the same residence). Alsoincluded are securities which the Person or any of the Person’s Affiliates or Associates has the right to acquirewithin 60 days (other than (1) customary agreements with and between underwriters and banking group or sellinggroup members with respect to a distribution to the public or pursuant to a private placement of securities; or(2) pursuant to a pledge of securities in the ordinary course of business).

A Person is also deemed to “Beneficially Own” any securities that are Beneficially Owned (as describedabove) by any other Person with which the Person is acting jointly or in concert (a “Joint Actor”). A Person is aJoint Actor with any Person who is a party to an agreement, arrangement or understanding with the first Personor an Associate or Affiliate thereof to acquire or offer to acquire Common Shares.

Institutional Shareholder Exemptions from Beneficial Ownership

The definition of “Beneficial Ownership” contains several exclusions whereby a Person is not considered to“Beneficially Own” a security. There are exemptions from the deemed “Beneficial Ownership” provisions forinstitutional shareholders acting in the ordinary course of business. These exemptions apply to (i) an investmentmanager (“Investment Manager”) which holds securities in the ordinary course of business in the performance ofits duties for the account of any other Person (a “Client”) including, the acquisition or holding of securities fornon-discretionary accounts held on behalf of a Client by a broker or dealer registered under applicable securitieslaws); (ii) a licensed trust company (“Trust Company”) acting as trustee or administrator or in a similar capacityin relation to the estates of deceased or incompetent persons (each an “Estate Account”) or in relation to otheraccounts (each an “Other Account”) and which holds such security in the ordinary course of its duties for suchaccounts; (iii) the administrator or the trustee (a “Plan Trustee”) of one or more pension funds or plans (a “Plan”)registered under applicable law; (iv) a Person who is a Plan or is a Person established by statute (the “StatutoryBody”), and its ordinary business or activity includes the management of investment funds for employee benefitplans, pension plans, insurance plans, or various public bodies; (v) a Crown agent or agency; (iv) a manager ortrustee (“Manager”) of a mutual fund (“Mutual Fund”) that is registered or qualified to issue its securities toinvestors under the securities laws of any province of Canada or the laws of the United States of America or is aMutual Fund. The foregoing exemptions only apply so long as the Investment Manager, Trust Company, PlanTrustee, Plan, Statutory Body, Crown agent or agency, Manager or Mutual Fund is not then making or has notthen announced an intention to make a Take-over Bid, other than an Offer to Acquire Common Shares or othersecurities pursuant to a distribution by the Company or by means of ordinary market transactions.

A Person will not be deemed to “Beneficially Own” a security because (i) the Person is a Client of the sameInvestment Manager, an Estate Account or an Other Account of the same Trust Company, or Plan with the samePlan Trustee as another Person or Plan on whose account the Investment Manager, Trust Company or PlanTrustee, as the case may be, holds such security; or (ii) the Person is a Client of an Investment Manager, EstateAccount, Other Account or Plan, and the security is owned at law or in equity by the Investment Manager, TrustCompany or Plan Trustee, as the case may be.

Exemption for Permitted Lock-up Agreement

Under the Amended Rights Plan, a Person will not be deemed to “Beneficially Own” any security where theholder of such security and/or Convertible Securities has agreed to deposit or tender such security and/orConvertible Securities, pursuant to a Permitted Lock-up Agreement, to a Take-over Bid made by such Person orsuch Person’s Affiliates or Associates or a Joint Actor, or such security and/or Convertible Securities has beendeposited or tendered pursuant to a Take-over Bid made by such Person or such Person’s Affiliates, Associatesor Joint Actors until the earliest time at which any such tendered security and/or Convertible Securities isaccepted unconditionally for payment or is taken up or paid for.

A Permitted Lock-up Agreement is essentially an agreement between a Person and one or more holders ofCommon Shares and/or Convertible Securities (the terms of which are publicly disclosed and available to thepublic within the time frames set forth in the definition of Permitted Lock-up Agreement) pursuant to which each

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Locked-up Person agrees to deposit or tender Common Shares and/or Convertible Securities to the Lock-up Bidand which further (i) permits the Locked-up Person to withdraw its Common Shares and/or ConvertibleSecurities in order to deposit or tender the Common Shares and/or Convertible Securities to another Take-overBid or support another transaction at a price or value that exceeds the price under the Lock-Up Bid; or(ii) permits the Locked-up Person to withdraw its Common Shares and/or Convertible Securities in order todeposit or tender the Common Shares and/or Convertible Securities to another Take-over Bid or support anothertransaction at an offering price that exceeds the offering price in the Lock-up Bid by as much as or more than aSpecified Amount and that does not provide for a Specified Amount greater than 7% of the offering price in theLock-up Bid. The Amended Rights Plan therefore requires that a Person making a Take-Over Bid structure anylock-up agreement so as to provide reasonable flexibility to the shareholder in order to avoid being deemed theBeneficial Owner of the Common Shares and/or Convertible Securities subject to the lock-up agreement andpotentially triggering the provisions of the Amended Rights Plan.

A Permitted Lock-up Agreement may contain a right of first refusal or require a period of delay to give thePerson who made the Lock-up Bid an opportunity to match a higher price in another Take-Over Bid or othersimilar limitation on a Locked-up Person’s right to withdraw Common Shares and/or Convertible Securities solong as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw CommonShares and/or Convertible Securities during the period of the other Take-Over Bid or transaction. Finally, under aPermitted Lock-up Agreement, no “break up” fees, “top up” fees, penalties, expenses or other amounts thatexceed in aggregate the greater of (i) 2.5% of the price or value of the consideration payable under the Lock-upBid; and (ii) 50% of the amount by which the price or value of the consideration received by a Locked-up Personunder another Take-Over Bid or transaction exceeds what such Locked-up Person would have received under theLock-up Bid; can be payable by such Locked-up Person if the Locked-up Person fails to deposit or tenderCommon Shares and/or Convertible Securities to the Lock-up Bid or withdraws Common Shares and/orConvertible Securities previously tendered thereto in order to deposit such Common Shares and/or ConvertibleSecurities to another Take-Over Bid or support another transaction.

(f) Flip-in Event

A Flip-in Event occurs when any Person becomes an Acquiring Person. In the event that, prior to theExpiration Time, a Flip-in Event which has not been waived by the Board of Directors occurs (see “Redemption,Waiver and Termination”), each Right (except for Rights Beneficially Owned or which may thereafter beBeneficially Owned by an Acquiring Person, an Affiliate or Associate of an Acquiring Person or a Joint Actor (ora transferee of any such Person), which Rights will become null and void) shall constitute the right to purchasefrom the Company, upon exercise thereof in accordance with the terms of the Amended Rights Plan, that numberof Common Shares having an aggregate Market Price on the date of the Flip-in Event equal to twice the ExercisePrice, for the Exercise Price (such Right being subject to anti-dilution adjustments). For example, if at the time ofthe Flip-in Event the Exercise Price is $75 and the Market Price of the Common Shares is $30, the holder of eachRight would be entitled to purchase Common Shares having an aggregate Market Price of $150 (that is, fiveCommon Shares) for $75 (that is, a 50% discount from the Market Price).

(g) Permitted Bid and Competing Permitted Bid

A Permitted Bid is a Take-over Bid made by way of a Take-over Bid circular and which complies with thefollowing additional provisions:

(i) the Take-over Bid is made to all holders of record of Common Shares, other than the Offeror;

(ii) the Take-over Bid contains irrevocable and unqualified conditions that:

A. no Common Shares shall be taken up or paid for pursuant to the Take-over Bid prior to the closeof business on a date which is not less than 60 days following the date of the Take-over Bid andthe provisions for the take-up and payment for Common Shares tendered or deposited thereundershall be subject to such irrevocable and unqualified condition;

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B. unless the Take-over Bid is withdrawn, Common Shares may be deposited pursuant to the Take-over Bid at any time prior to the close of business on the date of first take-up or payment forCommon Shares and all Common Shares deposited pursuant to the Take-over Bid may bewithdrawn at any time prior to the close of business on such date;

C. more than 50% of the outstanding Common Shares held by Independent Shareholders must bedeposited to the Take-over Bid and not withdrawn at the close of business on the date of first take-up or payment for Common Shares; and

D. in the event that more than 50% of the then outstanding Common Shares held by IndependentShareholders have been deposited to the Take-over Bid and not withdrawn as at the date of firsttake-up or payment for Common Shares under the Take-over Bid, the Offeror will make a publicannouncement of that fact and the Take-over Bid will remain open for deposits and tenders ofCommon Shares for not less than 10 Business Days from the date of such public announcement.

A Competing Permitted Bid is a Take-over Bid that is made after a Permitted Bid has been made but prior toits expiry and that satisfies all the requirements of a Permitted Bid as described above, except that a CompetingPermitted Bid is not required to remain open for 60 days so long as it is open until the later of (i) the earliest dateon which Common Shares may be taken-up or paid for under any earlier Permitted Bid or Competing PermittedBid that is in existence and (ii) 35 days (or such other minimum period of days as may be prescribed byapplicable law in the Province of Ontario) after the date of the Take-over Bid constituting the CompetingPermitted Bid.

(h) Redemption, Waiver and Termination

(i) Redemption of Rights on Approval of Holders of Common Shares and Rights. The Board of Directorsacting in good faith may, after having obtained the prior approval of the holders of Common Shares orRights, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all ofthe then outstanding Rights at a redemption price of $0.000001 per Right, appropriately adjusted foranti-dilution as provided in the Rights Agreement (the “Redemption Price”).

(ii) Waiver of Inadvertent Acquisition. The Board of Directors acting in good faith may waive or agree towaive the application of the Amended Rights Plan in respect of the occurrence of any Flip-in Event if(i) the Board of Directors has determined that a Person became an Acquiring Person under theAmended Rights Plan by inadvertence and without any intent or knowledge that it would become anAcquiring Person; and (ii) the Acquiring Person has reduced its Beneficial Ownership of CommonShares such that at the time of waiver the Person is no longer an Acquiring Person.

(iii) Deemed Redemption. In the event that a Person who has made a Permitted Bid or a Take-over Bid inrespect of which the Board of Directors has waived or has deemed to have waived the application ofthe Amended Rights Plan consummates the acquisition of the Common Shares, the Board of Directorsshall be deemed to have elected to redeem the Rights for the Redemption Price.

(iv) Discretionary Waiver with Mandatory Waiver of Concurrent Bids. The Board of Directors acting ingood faith may, prior to the occurrence of a Flip-in Event as to which the Amended Rights Plan has notbeen waived under this clause, upon prior written notice to the Rights Agent, waive the application ofthe Amended Rights Plan to a Flip-in Event that may occur by reason of a Take-over Bid made bymeans of a Take-over Bid circular to all holders of record of Common Shares. However, if the Boardof Directors waives the application of the Amended Rights Plan, the Board of Directors shall bedeemed to have waived the application of the Amended Rights Plan in respect of any other Flip-inEvent occurring by reason of such a Take-over Bid made prior to the expiry of a bid for which a waiveris, or is deemed to have been, granted.

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(v) Discretionary Waiver respecting Acquisition not by Take-over Bid Circular. The Board of Directorsacting in good faith may, with the prior consent of the holders of Common Shares, determine, at anytime prior to the occurrence of a Flip-in Event as to which the application of the Amended Rights Planhas not been waived, if such Flip-in Event would occur by reason of an acquisition of Common Sharesotherwise than pursuant to a Take-over Bid made by means of a Take-over Bid circular to holders ofCommon Shares and otherwise than by inadvertence when such inadvertent Acquiring Person has thenreduced its holdings to below 20%, to waive the application of the Amended Rights Plan to such Flip-in Event. However, if the Board of Directors waives the application of the Amended Rights Plan, theBoard of Directors shall extend the Separation Time to a date subsequent to and not more than 10Business Days following the meeting of shareholders called to approve such a waiver.

(vi) Redemption of Rights on Withdrawal or Termination of Bid. Where a Take-over Bid that is not aPermitted Bid is withdrawn or otherwise terminated after the Separation Time and prior to theoccurrence of a Flip-in Event, the Board of Directors may elect to redeem all the outstanding Rights atthe Redemption Price.

If the Board of Directors is deemed to have elected or elects to redeem the Rights as described above, theright to exercise the Rights will thereupon, without further action and without notice, terminate and the only rightthereafter of the holders of Rights is to receive the Redemption Price. Within 10 Business Days of any suchelection or deemed election to redeem the Rights, the Company will notify the holders of the Common Shares or,after the Separation Time, the holders of the Rights.

(i) Anti-Dilution Adjustments

The Exercise Price of a Right, the number and kind of securities subject to purchase upon exercise of aRight, and the number of Rights outstanding, will be adjusted in certain events, including:

(a) if there is a dividend payable in Common Shares or Convertible Securities (other than pursuant to anyoptional stock dividend program, divided reinvestment plan or a dividend payable in Common Sharesin lieu of a regular periodic cash dividend) on the Common Shares,

(b) or a subdivision or consolidation of the Common Shares,

(c) or an issuance of Common Shares or Convertible Securities in respect of, in lieu of or in exchange forCommon Shares; or

(d) if the Company fixes a record date for the distribution to all holders of Common Shares of certainrights or warrants to acquire Common Shares or Convertible Securities, or for the making of adistribution to all holders of Common Shares of evidences of indebtedness or assets (other than regularperiodic cash dividend or a dividend payable in Common Shares) or rights or warrants.

(j) Supplements and Amendments

The Company may make amendments to correct any clerical or typographical error or which are necessaryto maintain the validity of the Rights Agreement as a result of any change in any applicable legislation, rules orregulation. Any changes made to maintain the validity of the Amended Rights Plan shall be subject to subsequentconfirmation by the holders of the Common Shares or, after the Separation Time, the holders of the Rights.

Subject to the above exceptions, after the meeting, any amendment, variation or deletion of or from theRights Agreement and the Rights is subject to the prior approval of the holders of Common Shares, or, after theSeparation Time, the holders of the Rights.

The Board of Directors reserves the right to alter any terms of or not proceed with the Amended Rights Planat any time prior to the Meeting if the Board of Directors determines that it would be in the best interests of theCompany and its shareholders to do so, in light of subsequent developments.

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(k) Expiration

If the Amended Rights Plan is ratified, confirmed and approved at the Meeting, it will become effectiveimmediately following such approval and remain in force until the earlier of the Termination Time (the time atwhich the right to exercise Rights shall terminate pursuant to the Amended Rights Plan) and the termination ofthe annual meeting of the Shareholders in the year 2016 unless at or prior to such meeting the Company’sshareholders ratify the continued existence of the Amended Rights Plan, in which case the Amended Rights Planwould expire at the earlier of the Termination Time and the termination of the 2019 annual meeting of theCompany’s shareholders.

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SCHEDULE “C”

TEXT OF RESOLUTION REGARDING AMENDMENTS TO THE BY-LAWS

BE IT RESOLVED THAT:

1. the amendments to By-Law 1 of the Company (the “Amended By-Law”), are hereby approved,ratified and confirmed, and the Amended By-law is hereby ratified and confirmed as a by-law of theCompany; and

2. any director or officer of the Company be and is hereby authorized and directed, for and on behalf ofthe Company, to do all acts and things, as such director or officer may determine necessary oradvisable to carry out the terms of the foregoing.

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SCHEDULE “D”

Open Text Corporation(the “Company”)

BOARD MANDATE

As approved by the Board of Directorson August 8, 2012

1) PURPOSE

The primary function of the Board of Directors (the “Board”) of the Company is to supervise the management ofthe business and affairs of the Company. The Board, directly and through its committees and its Chair (and, ifapplicable, its Lead Director), shall provide direction to senior management, generally through the ChiefExecutive Officer, to pursue the best interests of the Company.

2) COMPOSITION

Matters concerning the membership and organization of the Board (including: the number; qualifications andremuneration of directors; residency requirements; quorum requirements; and appointment of a Chair) are asestablished by the Company’s governing statute and the by-laws and resolutions of the Company.

At least a majority of members of the Board shall qualify as independent directors in accordance with applicableprovisions of National Instrument 58-101—Disclosure of Corporate Governance Practices, the SecuritiesExchange Act of 1934, as amended, and the rules promulgated thereunder, the applicable rules of any exchangeupon which securities of the Company are traded, or any other governmental or regulatory body exercising poweror authority over the Company. For a director to qualify as independent, the Board must affirmatively determinethat the director has no relationship with the Company that would interfere with the exercise of independentjudgment in carrying 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 of independentjudgment in carrying out its responsibilities.

Each director who serves on the Audit Committee must: (a) be independent as defined under the NASDAQListing Standards; (b) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the SecuritiesExchange Act of 1934, as amended; (c) not have participated in the preparation of financial statements of theCompany or any current subsidiary of the Company at any time during the past three years; and (d) be able toread and understand fundamental financial statements, including a Company’s balance sheet, income statement,and cash flow statement. In addition, at least one member of the audit committee must (x) be an “audit committeefinancial expert” (as defined in Item 407(d)(5)(ii) of Regulation S-K) and (y) have past employment experiencein finance or accounting, requisite professional certification in accounting, or any other comparable experience orbackground which results in the individual’s financial sophistication, including having or having been a chiefexecutive officer, chief financial officer or other senior officer with financial oversight responsibilities.

If at any time the Chair of the Board is not independent, the Board shall appoint an independent director as aLead Director and consider other possible steps and processes to ensure that independent leadership is providedfor the Board. The responsibilities and duties of the Lead Director shall be set out in a position description andshall be reviewed annually with the assistance of the Corporate Governance and Nominating Committee.

At least annually, the Board, with the assistance of the Corporate Governance and Nominating Committee, shallassess the current composition, organization and effectiveness of the Board as a whole and the committees of theBoard in light of applicable requirements, including considering the appropriate size of the Board and itscommittees, and the effectiveness of individual board and committee members.

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3) RESPONSIBILITIES AND DUTIES

The Board shall have the functions and responsibilities set out below and may delegate any such responsibilitiesto a Committee of the Board. In addition to these functions and responsibilities, the Board shall perform suchduties as may be required by the requirements of any stock exchanges on which the Company’s securities arelisted and all other applicable laws.

(a) Ethics and Integrity – On an annual basis, the Board shall: (i) review the recommendations of theCorporate Governance and Nominating Committee regarding the adequacy of the Code of Business Conductand Ethics and compliance with, and any waivers or violations of, the Code by employees, directors orofficers; (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 of integritythroughout the organization.

(b) Strategic Planning – At least annually, the Board shall review and, if advisable, approve the Company’sstrategic planning process and short- and long-term strategic and business plans prepared by management.In discharging this responsibility, the Board shall review the plan in light of management’s assessment ofemerging trends, the competitive environment, risk issues, and significant business practices and products.At least annually, the Board shall review management’s implementation of the Company’s strategic andbusiness plans. The Board shall review and, if advisable, approve any material amendments to, or variancesfrom, these plans.

(c) CEO Position Description – The Board shall develop and approve a position description for theCompany’s Chief Executive Officer that includes the roles and responsibilities of the Chief ExecutiveOfficer, including corporate goals and objectives that the Chief Executive Officer has responsibility formeeting, and the basis upon which the Chief Executive Officer is to interact with and report to the Board. Atleast annually, with the assistance of the Compensation Committee, the Board shall review this positiondescription and such goals and objectives.

(d) Risk Management – At least annually, the Board shall review reports provided by management on the risksinherent in the business of the Company, the appropriate degree of risk mitigation and the effectiveness ofthe Company’s risk management policies.

(e) Human Resources – At least annually, the Board shall review, with the assistance of the CompensationCommittee, 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 CorporateGovernance and Nominating Committee and the Compensation Committee, appointment and successionplans 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 CorporateGovernance and Nominating Committee: (i) review the Company’s approach to corporate governance; and(ii) evaluate the Board’s ability to act independently from management in fulfilling its duties.

(h) Financial Information – The Board shall, with the assistance of the Audit Committee, review (i) at leastannually in connection with the Company’s Annual Report on Form 10-K, reports provided by managementon the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the SecuritiesExchange Act of 1934, as amended), including whether such internal control is effective, and any materialweaknesses in such internal control, and (ii) at least quarterly in connection with the Company’s QuarterlyReports on Form 10-Q, and change in the Company’s internal control over financial reporting that occurredduring the last completed fiscal quarter that has materially affected, or is likely to materially affect, theCompany’s internal control over financial reporting. The Board shall decide all matters relating to earningsguidance.

(i) Controls and Procedures – At least quarterly in connection with the Company’s Quarterly Reports onForm 10-Q, the Board shall, with the assistance of the Audit Committee, review reports provided bymanagement on the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the last completed fiscalyear.

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

(k) Shareholders – The Company endeavours to keep its shareholders informed of its progress through anannual report, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K,and periodic press releases.

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

(m) Director Development and Evaluation – At least annually, the Board shall, with the assistance of theCorporate Governance and Nominating Committee, review the adequacy of the orientation and continuingeducation program for members of the Board. The Chair shall review with each new member: (i) certaininformation and materials regarding the Company, including the role of the Board and its Committees; and(ii) the legal obligations of a director of the Company. Directors shall be allocated a continuing educationbudget 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 Compensation Committeeand a Corporate Governance and Nominating Committee. The Board may establish other Board committeesor, subject to applicable law, merge or dispose of existing Board committees.

(b) Committee Charters – The Board has approved charters for the Audit Committee, the CompensationCommittee and the Corporate Governance and Nominating Committee. Each charter shall be reviewedperiodically and at least annually, and based on recommendations of the relevant committee and theChairman of the Board, 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 positiondescriptions for the Chair of each of the Committees. Generally, each Chair of a committee shall beresponsible for developing and implementing the annual work plan of the committee and for communicatingwith management, the Board and independent advisors, where required, as well as for overseeing theprocess, duties and responsibilities, reporting and any other functions set out in the committee’s charter.

(d) Delegation to Committees – The Board has delegated for approval or review the matters set out in eachBoard committee’s charter and may further delegate matters to such committees from time to time. Asrequired, the Board shall consider for approval the specific matters delegated for review to Boardcommittees.

(e) Committee Reporting to Board – To facilitate communication between the Board and its committees, eachcommittee Chair shall provide a report to the Board on material matters considered by the committee at thenext Board meeting after each meeting of the committee.

5) MEETINGS

(a) General – The rules and regulations relating to the calling and holding of and proceedings at meetings ofthe Board shall be those established by the Company’s governing statute and the by-laws and resolutions ofthe Company.

(b) Secretary and Minutes – The Corporate Secretary, his or her designate or any other person the Boardrequests, shall act as secretary of Board meetings. Minutes of Board meetings shall be recorded andmaintained by the Corporate Secretary and subsequently presented to the Board for approval.

(c) Meetings of Independent Directors – The Board shall hold scheduled meetings, or portions of regularlyscheduled meetings, of the independent directors at which members of management are not present at thebeginning of each meeting of the Board and from time to time as otherwise necessary.

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(d) Attendance and Preparedness – Directors are expected to attend regularly scheduled meetings of theBoard and of the shareholders and to have prepared for the meetings by, at a minimum, reviewing inadvance of the meeting the materials delivered in connection with the meeting. The attendance record ofindividual directors at meetings of the Board will be disclosed in the Company’s proxy circular as requiredby applicable law.

6) ACCESS TO INFORMATION AND PERSONNEL

In its discharge of the foregoing duties and responsibilities, the Board shall have free and unrestricted access atall times, either directly or through its duly appointed representatives, to officers and employees of the Companyand to the relevant books, records and systems of the Company as considered appropriate.

7) INDEPENDENT ADVICE

The Board may seek, retain and terminate accounting, legal, consulting or other expert advice from a sourceindependent of management, at the expense of the Company, as it may from time to time deem necessary oradvisable for its purposes.

8) BOARD REVIEW OF MANDATE

At least annually, the Board shall, with the assistance of the Corporate Secretary, the Lead Director and theCorporate 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 proxycircular for each annual meeting of the Company’s shareholders.

This Mandate is intended as a component of the flexible governance framework within which the Board ofDirectors, assisted by its committees, directs the affairs of the Company. While it should be interpreted in thecontext of all applicable laws, regulations and listing requirements, as well as in the context of the Company’sArticles and By-Laws, it is not intended to establish any legally binding obligations.

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annual and special meeting of shareholders to be held on

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