What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-08-01 compared with 2023-08-03 · 1168 added, 1057 removed, 2622 unchanged (46% of the section changed)

11 unchanged sentences

In making our assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management has excluded the ICFR of Micro Focus, which we acquired on January 31, 2023 as discussed in Note 19 “Acquisitions” to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Total revenues subject to Micro Focus’ ICFR represented 21.8% of our consolidated total revenues for the fiscal year ended June 30, 2023.

Total assets subject to Micro Focus’ ICFR represented 47.6% of our consolidated total assets as of June 30, 2023 (of which $6.8 billion, or 39.6% of our consolidated total assets, represents Micro Focus’ goodwill and net intangible assets subject to our internal control over financial reporting as of June 30, 2023).

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of ICFR for a period of up to one year following an acquisition while integrating the acquired company.

Based on the results of our evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our ICFR was effective as of June 30, 2024.

2 unchanged sentences

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

8 unchanged sentences

(D) Changes in Internal Control over Financial Reporting (ICFR)

Based on the evaluation completed by our management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that, except as noted above with respect to the acquisition of Micro Focus, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on the evaluation completed by our management, in which our Chief Executive Officer and Chief Financial Officer participated, our management has concluded that there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

7 unchanged sentences

Barrenechea 59 Vice Chair, Chief Executive Officer and Chief Technology Officer, Director

Madhu Ranganathan 59 Executive Vice President, Chief Financial Officer

Paul Duggan 49 President, Chief Customer Officer

Todd Cione 54 President, OpenText Worldwide Sales

Madhu Ranganathan 60 President, Chief Financial Officer & Corporate Development

Michael Acedo 43 Executive Vice President, Chief Legal Officer & Corporate Secretary

Cosmin Balota 50 Senior Vice President, Chief Accounting Officer

Prentiss Donohue 53 Executive Vice President, Cybersecurity Sales

Paul Duggan 48 Executive Vice President, Chief Customer Officer

Simon Harrison 53 Executive Vice President, Enterprise Sales

Shannon Bell 49 Executive Vice President, Chief Digital Officer

Muhi Majzoub 64 Executive Vice President, Chief Product Officer

James McGourlay 55 Executive Vice President, International Sales

Renee McKenzie 48 Executive Vice President, Chief Information Officer

Sandy Ono 42 Executive Vice President, Chief Marketing Officer

Parker 52 Executive Vice President, Corporate Development

Paul Rodgers 61 Executive Vice President, Sales Operations

Brian Sweeney 60 Executive Vice President, Chief Human Resources Officer

Thomas Jenkins 63 Chairman of the Board

Thomas Jenkins 64 Chair of the Board

Randy Fowlie (2)(3)

1 unchanged sentence

Robert Hau (2)

Goldy Hyder 57 Director

Powell (1)(3)

Annette Rippert

Sadler 73 Director

3 unchanged sentences

______________________

(1) Member of the Compensation Committee.

(1) Member of the Talent and Compensation Committee.

(2) Member of the Audit Committee.

31 unchanged sentences

Creating Trust in a Zero Trust World and The Information Advantage .

Duggan has served as Executive Vice President, Chief Customer Officer since January 2023.

Prior to this role, Mr.

Duggan served as Executive Vice President, Worldwide Renewals from July 2021 to January 2023 and as Senior Vice President, Revenue Operations from January 2017 to July 2021.

He is responsible for operations across sales, professional services, business networks and customer support.

Prior to joining OpenText, Mr.

Duggan held various roles at Oracle Corporation, including Group Vice President of Support Renewal Sales, North America from December 1999 to January 2017.

Previously, Mr.

Duggan served on the advisory board for the Technology Services Industry Association from 2016 to 2017.

He has completed executive leadership programs at the University of Michigan Ross School of Business and IESE Business School in Barcelona, Spain.

Cione joined OpenText as the President of OpenText Worldwide Sales in April 2024.

Cione is responsible for global go-to-market strategy, sales, and revenue growth.

This includes Enterprise Sales, International Sales, Cybersecurity Sales, and Sales Operations.

Cione is a veteran business executive with more than 30 years of global experience in sales, alliance partnerships, marketing, customer success, and operations at large multi-national technology organizations.

Prior to joining OpenText, Mr.

Cione was Chief Revenue Officer (CRO) for Teradata Corporation.

At Teradata, Mr.

Cione was responsible for the company’s global go-to-market strategy and commercial execution, including worldwide sales, partner alliances, technical architecture, and revenue operations functions.

Prior to Teradata, Mr.

Cione served as Head of U.S.

Enterprise Accounts at Apple Inc., as SVP of Oracle Digital North America Applications, and as Chief Revenue Officer of Rackspace Technology, Inc.

Additionally, he spent 15 years at Microsoft Corporation, where he held roles of increasing responsibility in the U.S.

and Asia, including General Manager, Asia Pacific Region Marketing & Operations and Managing Director, Asia Pacific Region Enterprise, Partner, & Services Sales.

Cione holds a degree from Baylor University with continuing executive education at INSEAD, Harvard, and PIVOT Leadership Group.

He serves on several boards, including Canonical Ltd.

as a non-executive director, Technology & Services Industry Association’s CRO Advisory Board, and Baylor University Advisory Boards with Hankamer School of Business and ProSales.

Madhu Ranganathan

Ranganathan joined OpenText as Executive Vice President, Chief Financial Officer in April 2018.

Ranganathan joined OpenText as Executive Vice President, Chief Financial Officer in April 2018 and became President, CFO and Corporate Development in April 2024.

With more than 25 years of financial leadership experience, Ms.

Ranganathan most recently served as the Chief Financial Officer for [24]7.ai from June 2008 to March 2018.

Ranganathan served as the Chief Financial Officer for [24]7.ai from June 2008 to March 2018.

Ranganathan also held senior financial roles at Rackable Systems from December 2005 to May 2008, Redback Networks from August 2002 to November 2005, and Backweb Technologies from December 1996 to January 2000.

22 unchanged sentences

Balota is a Chartered Professional Accountant (CPA, CA) in Canada and holds a Bachelor of Arts (Honours) degree in Chartered Accountancy Studies and a Master of Accounting degree from The University of Waterloo.

Prentiss Donohue

Donohue has served as Executive Vice President of Cybersecurity Sales since January 2023.

Prior to this role, Mr.

Donohue served as Executive Vice President of Small and Medium-sized Business and Consumer (SMB/C) Sales from December 2020 to January 2023, Senior Vice President, Portfolio Group from January 2019 to December 2020 and as Senior Vice President of Professional Services from April 2016 to January 2019.

He brings over 20 years of experience in support and services management.

Prior to joining OpenText, Mr.

Donohue served as Group Vice President and General Manager of Advanced Customer Services for Oracle Corporation from January 2010 to March 2016, where he was responsible for driving Oracle’s innovative software, systems and cloud services.

From April 1998 to December 2010, Mr.

Donohue worked at Sun Microsystems in various leadership roles, including in Managed Services Management and Corporate Marketing.

Donohue served on the board of directors of Summit Charter School until May 2016.

Donohue holds a BA from the University of Colorado and has completed executive leadership programs at the University of Michigan’s Ross School of Business and the University of Hong Kong.

Duggan has served as Executive Vice President, Chief Customer Officer since January 2023.

Prior to this role, Mr.

Duggan served as Executive Vice President, Worldwide Renewals from July 2021 to January 2023 and as Senior Vice President, Revenue Operations from January 2017 to July 2021.

He is responsible for operations across sales, professional services, business networks and customer support.

Prior to joining OpenText, Mr.

Duggan held various roles at Oracle Corporation, including Group Vice President of Support Renewal Sales, North America from December 1999 to January 2017.

Previously, Mr.

Duggan served on the advisory board for the Technology Services Industry Association from 2016 to 2017.

He has completed executive leadership programs at the University of Michigan Ross School of Business and IESE Business School in Barcelona, Spain.

Simon Harrison

Harrison has served as the Company’s Executive Vice President of Enterprise Sales since March 2021.

Prior to this, Mr.

Harrison, who joined the Company through its acquisition of IXOS AG, has held a number of senior leadership roles, including serving as its Executive Vice President, Worldwide Sales from October 2017 to March 2021 , Senior Vice President of Enterprise Sales from 2015 to 2017, Senior Vice President of Fast Growth Markets from 2014 to 2015 and as the Company’s Senior Vice President of Sales for the EMEA region from 2012 to 2014.

Harrison holds an honors degree in Computer Science from Leeds University.

Bell joined OpenText as the Executive Vice President and Chief Digital Officer in September 2023.

Bell is responsible for all our IT and digital systems, data platforms, networks and communications, commercial and corporate cloud operations, as well as our security and compliance.

Bell has over 25 years of experience driving technology transformations and delivering innovative solutions to the market.

Prior to joining OpenText, Ms.

Bell spent four years at Rogers Communications Inc.

where she led all aspects of IT, digital, cloud and data.

Prior to Rogers, Ms.

Bell spent eight years at Amdocs Limited where she led product and strategy for Digital, Intelligence and BSS.

Bell has also encompassed roles in Canada, the U.S., and Europe with companies including NewStep Networks, MetaSolv Software, Axiom Systems, and Newbridge Networks.

Bell graduated with an MBA from University of Surrey in England.

Majzoub has served as Executive Vice President, Chief Product Officer since September 2019.

2 unchanged sentences

Majzoub is responsible for managing product development cycles, global development organization and driving internal operations and development processes.

Majzoub is a seasoned enterprise software technology executive having recently served as Head of Products for NorthgateArinso, a private company that provides global Human Resources software and services.

Majzoub is a seasoned enterprise software technology executive having recently served as Head of Products for NorthgateArinso, Inc., a private company that provides global Human Resources software and services.

Prior to this, Mr.

Majzoub was Senior Vice President of Product Development for CA, Technologies from June 2004 to July 2010.

Majzoub was Senior Vice President of Product Development for CA, Technologies Inc.

from June 2004 to July 2010.

Majzoub also worked for several years as Vice President for Product Development at Oracle Corporation from January 1989 to June 2004.

5 unchanged sentences

McGourlay joined OpenText in 1997 and held progressive positions in information technology, technical support, product support and special projects, including, Director, Customer Service and Vice President, Customer Service.

Renee McKenzie

McKenzie has served as Executive Vice President, Chief Information Officer since August 2022.

Prior to this, Ms.

McKenzie was the Senior Vice President, Chief Information Officer for OpenText from April 2021 to August 2022.

McKenzie joined the Company in 2004 and has held a number of positions within the Company, including Vice President, Enterprise Business Systems from 2015 to 2021.

McKenzie holds a Master’s Degree in Business Administration and a Bachelor’s Degree in Biology & Psychology from Dalhousie University in Halifax, Nova Scotia, Canada.

Ono joined OpenText as Executive Vice President and Chief Marketing Officer in January 2022.

1 unchanged sentence

Prior to joining OpenText, Ms.

Ono was Vice President, Growth Marketing at Hewlett Packard Enterprise from 2015 to 2022 and in the Strategy & Operations practice at Deloitte Consulting from 2003 to 2015.

Ono was Vice President, Growth Marketing at the Hewlett Packard Enterprise Company from 2015 to 2022 and in the Strategy & Operations practice at Deloitte Consulting LLP from 2003 to 2015.

Ono has a Bachelor’s degree in business administration and rhetoric from UC Berkeley, and her MBA from the Wharton School of Business.

Parker has served as the Company’s Executive Vice President, Corporate Development since January 2022.

Prior to this, Mr.

Parker was the Company’s Senior Vice President, Corporate Development from October 2019 to January 2022.

From January 2018 to October 2019, Mr.

Parker served as President & Chief Executive Officer of Quarterhill Inc., focused on the acquisition, management and growth of companies in dedicated technology areas.

Parker previously served as Senior Vice President, Corporate Development of OpenText from 2015 to 2017.

Prior to this role, Mr.

Parker held the position of Vice President, General Counsel & Assistant Secretary from 2009 to 2015, where he was responsible for a variety of corporate legal, litigation management and governance activities.

Parker also served as Executive Sponsor to OpenText Brazil operations in 2014.

Prior to joining OpenText, Mr.

Parker worked for Nortel Networks Corporation in a variety of senior legal roles, including Managing Attorney, where he was responsible for the company’s global M&A legal function from 2006 to 2009.

Parker holds an Executive Masters of Business Administration from the Richard Ivey School of Business, the University of Western Ontario, a Bachelor of Laws degree from Queen’s University, and a Bachelor of Arts (Honors) degree from Trinity College, the University of Toronto.

Rodgers joined OpenText as Executive Vice President, Sales Operations in January 2023.

2 unchanged sentences

Rodgers joined Micro Focus in April 2008 as the Group Human Resources Director, and prior to joining Micro Focus, Mr.

Rodgers spent 17 years with IBM and four years as Managing Director of a successful Executive Human Resources consultancy business.

Rodgers spent 17 years with International Business Machines Corporation and four years as Managing Director of a successful Executive Human Resources consultancy business.

Brian Sweeney

6 unchanged sentences

Prior to this, Mr.

Sweeney worked at Dell, where he served as Director of Worldwide Compensation and Benefits from 1993 to 1997 and HR Director from 1997 to 2001.

Sweeney worked at Dell Technologies Inc., where he served as Director of Worldwide Compensation and Benefits from 1993 to 1997 and HR Director from 1997 to 2001.

From 1989 to 1992, Mr.

35 unchanged sentences

Fowlie was a partner with KPMG LLP, Chartered Accountants, where he worked from 1984 to February 1998.

Fowlie received a B.B.A.(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant.

Fowlie received a B.B.A.

(Honours) from Wilfrid Laurier University and is a Chartered Professional Accountant.

Fowlie is also a director of InvestorCom Inc.

13 unchanged sentences

Upon his departure from the military, Mr.

Fraser joined the private sector and, along with his partners, created Blue Goose Pure Foods.

Fraser joined the private sector and, along with his partners, created Blue Goose Pure Foods Ltd.

Fraser joined INKAS® Armored Vehicle Manufacturing as their Chief Operating Officer in 2015 until 2017.

In 2016, he founded Aegis Six Corporation, which aims at addressing the needs of capacity building abroad and for the private sector within Canada.

Fraser currently works with the Bank of Montreal on their Canadian Defence Community Banking Program, serves as a director of Antoxa Corp.

and the Canadian Forces College Foundation and is a member of The Prince’s Charities Advisory Council.

Fraser currently works with the Bank of Montreal on their Canadian Defence Community Banking Program and serves as a director of Antoxa Corp.

and the Canadian Forces College Foundation.

In the last five years, Mr.

8 unchanged sentences

Hamilton has over 20 years of experience growing leading technology and services businesses in the enterprise market.

She has extensive management experience at Compaq and Hewlett Packard, as well as Microtec Research.

She has extensive management experience at Compaq Computer Corporation and Hewlett-Packard Company, as well as Microtec Research, Inc.

Hamilton received both a BSEE from the University of Colorado and an MSEE from Stanford University.

Currently, Ms.

Hamilton is also a director of Arrow Electronics.

Hamilton is also a director of Arrow Electronics, Inc.

Hamilton also served as a director of Ixia and Westmoreland Coal Company.

10 unchanged sentences

Hau holds a Master’s degree in business administration from the USC Marshall School of Business and a Bachelor’s degree in business administration from Marquette University.

Hyder has served as a director of OpenText since December 2023.

From October 2018 to present, Mr.

Hyder has served as President and Chief Executive Officer of the Business Council of Canada, a non-profit, non-partisan organization composed of the chief executives and entrepreneurs of Canada’s leading companies, whose members collectively employ approximately two million Canadians in every major industry.

Hyder was previously President and Chief Executive Officer of Hill+Knowlton Strategies (Canada), providing strategic communications counsel to the firm’s extensive and diverse client base.

Prior to joining Hill+Knowlton, he served as Director of Policy and Chief of Staff to The Right Honourable Joe Clark, former Prime Minister of Canada.

Hyder holds a B.A.

and Master’s degree in Public Policy from the University of Calgary.

Powell has served as a director of OpenText since June 2021.

She is the EVP, Global Chief Human Resource Officer for Bristol Myers Squibb (BMS) whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases.

She is currently a Corporate Director.

Powell is the former EVP, Global Chief Human Resource Officer for Bristol Myers Squibb (BMS) whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases.

With a focus on business performance, Ms.

Powell leads efforts to drive the corporation’s global people strategy, empowering the company’s current and future workforce and building a healthy culture focused on serving patients and communities.

Powell works across the enterprise to support BMS’s commitment to creating an energizing work experience and a culture that is powerfully diverse and globally inclusive.

Powell led efforts to drive the corporation’s global people strategy, empowering the company’s current and future workforce and building a healthy culture focused on serving patients and communities.

Powell worked across the enterprise to support BMS’s commitment to creating an energizing work experience and a diverse and globally inclusive culture.

Powell’s industry experience and expertise lie in executive compensation, global leadership development, change management, global diversity and inclusion, training design and delivery, recruitment and placement, labour relations, mergers and acquisitions, divestitures and green field start-ups.

5 unchanged sentences

degree from Iowa State University, a Master’s degree in Industrial Relations, University of Minnesota, and is certified as a Senior Professional in Human Resources (SPHR®).

Annette Rippert

Rippert was appointed as a director of OpenText in July 2024.

She is the former Group Chief Executive – Strategy & Consulting at Accenture, having retired after 28 years of service in 2022.

In that role, Ms.

Rippert led Accenture's global Strategy & Consulting business, transforming the advisory services portfolio by accelerating the use of technology, data, and AI to drive new, differentiated growth.

She spearheaded the acquisition of more than 20 companies and introduced Accenture's “Business Futures” thought leadership, creating a strong foundation for the future.

Rippert also led Accenture's Technology business in North America, pivoting the business to new areas including data, cloud, platform services, and software engineering.

Throughout her distinguished career, she has helped clients digitally transform in key industries such as communications, media, technology, health, and public service.

Rippert serves as a member of the Board of Trustees for Northwestern University.

Rippert holds a Bachelor of Science degree in Computer Science and a Master of Management degree, both from Northwestern University.

Sadler has served as a director of OpenText since September 1997.

23 unchanged sentences

Stevenson has served as a director of OpenText since December 2008.

She has extensive corporate governance experience, having served on numerous public company and not-for-profit boards in Canada and the US over the past two decades, where she has consistently assumed leadership roles.

She has extensive corporate governance experience, having served on numerous public company and not-for-profit boards in Canada and the U.S.

over the past two decades, where she has consistently assumed leadership roles.

Stevenson is the Chair of the Board of the Canadian Imperial Bank of Commerce (CIBC).

6 unchanged sentences

granted by the Institute of Corporate Directors (ICD).

In June 2023, Ms.

Stevenson received an honorary doctorate from Carleton University.

Stevenson has been named one of the Top 100 Most Powerful Women in Canada.

Stevenson received an honorary doctorate from Carleton University and has been named one of the Top 100 Most Powerful Women in Canada.

Deborah Weinstein

12 unchanged sentences

Audit Committee

The Audit Committee currently consists of three directors, Mr.

The Audit Committee currently consists of four directors, Mr.

Fowlie (Chair), Mr.

Stevenson, all of whom have been determined by the Board of Directors to be independent as that term is defined in NASDAQ Rule 5605(a)(2) and in Rule 10A-3 promulgated by the SEC under the Exchange Act, and within the meaning of our director independence standards and those of any exchange, quotation system or market upon which our securities are traded.

Stevenson and Ms.

Weinstein, all of whom have been determined by the Board of Directors to be independent as that term is defined in NASDAQ Rule 5605(a)(2) and in Rule 10A-3 promulgated by the SEC under the Exchange Act, and within the meaning of our director independence standards and those of any exchange, quotation system or market upon which our securities are traded.

The responsibilities, mandate and operation of the Audit Committee are set out in the Audit Committee Charter, a copy of which is available on the Company’s website, investors.opentext.com under the Corporate Governance section.

13 unchanged sentences

For each of the four Designated Groups, the Company has not established a specific target number or percentage, nor a specific target date by which to achieve a specific target number or percentage of members of each Designated Groups on the Board, as we consider a multitude of factors, including skills, experience, expertise, character and the Company’s objective and challenges at the time in determining the best nominee at such time.

As of the date of this Annual Report on Form 10-K, there are currently four women on the Board which represents approximately 36% of the current Board, and 44% of the current independent Board members.

As of the date of filing of this Annual Report on Form 10-K, there are five women on the Board which represents approximately 38% of the Board, and 45% of the independent Board members.

One director self-identified to the Company as a person with disabilities.

One director has self-identified as a visible minority.

No director has identified as a member of aboriginal peoples in Canada.

The Company has not set term limits for independent directors because it values the cumulative experience and comprehensive knowledge of the Company that long serving directors possess.

2 unchanged sentences

This flexible approach allows the Company to consider each director individually as well as the Board composition generally to determine if the appropriate balance is being achieved.

The onboarding of three new directors since 2018 demonstrates the Company’s focus on this approach.

The onboarding of five new directors over the past six years demonstrates the Company’s focus on this approach.

The table below reports self-identified diversity statistics for the Board as required by NASDAQ Rule 5606.

11 unchanged sentences

Did Not Disclose Demographic Background 2 2

______________________

(1) Does not include Annette Rippert, who joined the Board in July 2024.

Diversity in Executive Officer Positions

7 unchanged sentences

16% of ELT and SLT members are based outside of North America.

Within North America, 16% of the ELT/SLT members are visible minorities.

Within North America, 28% of the ELT and SLT members are visible minorities.

Insider Trading Policies and Procedures

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

A copy of our policies and procedures is filed as Exhibit 19.1 to this report.

Executive Compensation

3 unchanged sentences

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

Michael Slaunwhite (Chair), Gail E.

Hamilton, Ann M.

Powell, Deborah Weinstein.

Ann Powell (Chair), David Fraser, Gail Hamilton and Michael Slaunwhite.

To the extent that this Annual Report on Form 10-K has been or will be specifically incorporated by reference into any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), this “Compensation Committee Report” shall not be deemed “soliciting materials”, unless specifically otherwise provided in any such filing.

LETTER FROM OUR TALENT AND COMPENSATION COMMITTEE

Dear Fellow Shareholders,

We are Engaged, Listening, and Responding to Shareholder Feedback

The Talent and Compensation Committee seeks to ensure that our executive compensation and talent programs closely align the interests of our executives with those of our shareholders.

We conduct extensive engagement with our shareholders to obtain feedback on topics including our executive compensation program.

During the past fiscal year, we have reached out to shareholders representing approximately 56% of our outstanding shares, and held meetings with 9 of our 15 largest shareholders, with our Board Chair and the Chair of our Talent and Compensation Committee leading all of these meetings.

We listened to the feedback, discussed and analyzed it, and then evaluated every aspect of the design of our executive compensation program with shareholder feedback in mind.

The design changes that we have made to our executive compensation program further our objectives to attract and retain critical leaders, incentivize leaders to deliver on our strategy, and create long-term value for shareholders.

We believe these changes are welcomed by our shareholders based on our engagement meetings.

In Fiscal 2024, we also refreshed our Board committees to benefit from new perspectives and enhance its effectiveness through, among other things, the appointment of a new Talent and Compensation Committee Chair.

Annual Shareholder Meeting Feedback

Following our Fiscal 2023 annual meeting of shareholders, we immediately re-engaged with our shareholders to obtain feedback and understand their concerns regarding our executive compensation program.

Shareholders expressed appreciation for the continued engagement on our executive compensation program, our continued desire to evaluate and evolve our compensation practices, and our commitment to be responsive to their concerns, but were critical of certain of our prior compensation practices.

We learned that many investors did not support our Fiscal 2023 say-on-pay vote primarily because of the quantum and timing of the one-time performance-based stock options grant to our CEO in Fiscal 2022 following the announcement of the Micro Focus acquisition.

How we are Responding to Shareholder Feedback

We responded to those concerns by upholding our commitment to only deliver Fiscal 2024 long-term incentive awards through our annual long-term incentive plans (LTIP) without any special one-time awards.

Further, for Fiscal 2024, we made no adjustments to our CEO’s base salary, ensured stretch goals in our approach to setting targets for our annual short-term incentive (STI) plan, and made sure that our Named Executive Officers’ compensation remains competitive to attract and retain talent while ensuring our LTIP parameters remain highly correlated to shareholder returns.

The CEO’s Fiscal 2024 total direct compensation, which is the sum of his salary, target STI opportunity and the fair value of his LTIP award, was 15% below the median compensation of our benchmarked peer group.

We have also committed that we will only deliver Fiscal 2025 long-term incentive awards through the annual LTIP without any special one-time awards.

It is our intention to ensure that the competitive pay levels needed to attract and retain both our CEO and our Named Executive Officers are delivered through annual programs aligned with shareholder interests.

direct response to shareholder feedback and in consideration of the lack of majority support for our advisory say-on-pay proposal last year, we have made substantial changes to our executive compensation program for the current Fiscal 2025:

• We adjusted our long-term incentive Performance Share Unit (PSU) plan such that target awards will only be earned for achieving relative Total Shareholder Return (rTSR) that is above the median, with target earned if performance is at the 55th percentile against the rTSR of the constituents of the NASDAQ Composite Index.

• We modified the payout curve of our annual STI plan for Named Executive Officers to deleverage it such that higher above target Revenue and above target Adjusted Operating Income (AOI) results must be achieved to be eligible for a maximum payout under the plan.

• We evaluated and confirmed the measures of Revenue and AOI, each weighted 50%, reflect our overarching strategy focused on profitable growth as we continue to gain efficiencies through management of the acquired Micro Focus business while taking a relentless focus on organic growth, leveraging AI and accelerating to the Cloud.

• We modified our change in control provisions such that in the event of a change in control event, payments for PSUs granted beginning Fiscal 2025 will be paid based on actual rTSR results rather than at-target, on a pro-rata basis.

We had extensive discussions with our shareholders regarding the criteria and the composition of our compensation peer group.

Consistent with overwhelming shareholder feedback, we decided to leave our peer group unchanged for Fiscal 2025, as we deemed that a primarily U.S.

peer group remains relevant considering factors such as the highly competitive executive talent market, the U.S.-based location of most of our executive team (including the CEO), our industry’s complexity, our global reach as well as the choices that investors make in allocating their capital.

We believe these changes enhance our pay-for-performance philosophy, further align the interests of our executives with shareholders and advance our objectives to attract, develop and retain critical leaders given the exceptionally competitive landscape for executive talent.

In addition, we are committed to providing clearer, more transparent disclosure regarding our redesigned program so that our shareholders can better understand our decision-making on executive compensation topics.

We continuously review ways to evolve our executive compensation program to attract, motivate and retain our executives because they are critical to our ongoing success and long-term shareholder value creation.

We greatly benefit from and appreciate dialogue with our shareholders and look forward to continuing discussions.

Thank you for your support and investment in OpenText.

The Talent and Compensation Committee

Ann Powell (Chair), David Fraser, Gail Hamilton and Michael Slaunwhite

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements of the following individuals for the fiscal year which ended on June 30, 2023 (Fiscal 2023), should be read together with the compensation tables and related disclosures set forth below:

(i) our principal executive officer, (ii) our principal financial officer, and (iii) our three most highly compensated executive officers, other than our principal executive officer and principal financial officer (collectively, the Named Executive Officers).

This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and projections regarding future compensation programs.

Actual compensation programs that we adopt in the future may differ materially from the various planned programs summarized in this discussion.

Executive Summary

Despite the prior five years having averaged greater than 90% shareholder support, at our last annual meeting of shareholders held on September 15, 2022, our advisory vote on our approach to executive compensation for Fiscal 2022 received the support of 45% of the shareholder votes cast.

The results of the vote are not acceptable to our Compensation Committee and were not taken lightly, and we acknowledge the votes cast by shareholders in this regard.

In full collaboration with our Board, throughout Fiscal 2023, management and, in certain instances, our Board Chair and Compensation Committee Chair, directly engaged with our U.S., Canadian and global shareholders as well as leading corporate governance organizations to discuss, among other things, their feedback regarding our approach to executive compensation overall.

See “Shareholder Engagement and Say on Pay” for an overview of our shareholder outreach and feedback channels.

Our Committee considered the vote result and the feedback we received from shareholders as it evaluated the design of our executive compensation program for Fiscal 2023.

See “Summary of Key Fiscal 2023 Considerations” for details of key considerations and our response to shareholder feedback.

On August 25, 2022, we announced our acquisition of all of the issued and to be issued share capital of Micro Focus for a total purchase price of $6.2 billion, inclusive of Micro Focus’ cash and repayment of Micro Focus’ outstanding indebtedness, subject to final adjustments (the Micro Focus Acquisition).

The Micro Focus Acquisition significantly expands our scope and size by adding substantial assets and operations to our existing business.

As a result of the Micro Focus Acquisition, we possess one of the largest global customer bases and broadest solution suites in enterprise software.

For the year ended June 30, 2023, the combined company generated approximately $4.5 billion in revenue, approximately $150.6 million in net income and approximately $1.5 billion in Adjusted EBITDA.

See Part II, Item 7 “Use of Non-GAAP Financial Measures” of the Annual Report on Form 10-K for definitions and reconciliations of GAAP-based measures to Non-GAAP-based measures.

As of June 30, 2023, we employed a total of approximately 24,100 individuals, of which approximately 9,700 joined our workforce as part of the Micro Focus Acquisition.

Given the significance of the Micro Focus Acquisition, our approach to Executive Compensation in Fiscal 2023 included adjustments to our existing compensation programs to reflect the added complexity and larger scale resulting from the acquisition, in combination with feedback from our engagement with shareholders.

On January 31, 2023, we completed the acquisition.

Following the acquisition of Micro Focus, our CEO and other Named Executive Officers have had the responsibility to lead the combined organization, which includes accountability for a more diverse geographical footprint and a company with significantly larger revenues and greater scale.

To address this unique transition year, we adjusted our approach to executive compensation to ensure:

(1) appointment and retention of a qualified executive team to lead the combined organization with a strong alignment to long term shareholder value;

(2) clear line of sight to achievement of the performance objectives set for stand-alone OpenText operations (which excludes the results from the Micro Focus Acquisition);

and (3) immediate post-close actions to ensure customer and revenue retention across the Micro Focus business within the first five months of the acquisition (from the January 31, 2023 acquisition close date to the end of Fiscal 2023).

Summary of Key Fiscal 2023 Considerations

In the discussions that were held with our shareholders prior to and following our September 2022 annual meeting of shareholders, feedback generally supported the design of our executive compensation program, including that we continue to increase the proportion of our executive officers’ compensation that is “at risk”, in line with our peers.

The table below outlines the areas of specific feedback and topics discussed during our shareholder engagement efforts and how we responded, informed by such feedback.

What We Heard

How We Responded and Rationale

Ensure relevant peer group and pay position

• The Fiscal 2023 compensation of the CEO and other Named Executive Officers was set based on an industry peer group of organizations of a similar size, scope and geographic reach.

In setting Fiscal 2023 compensation, which occurred in July 2022, the peer group was the same from Fiscal 2022.

CEO target cash and total direct compensation was aligned based on the median of the peer group.

• In April 2023, our peer group was updated to reflect the new size and scope of our operations resulting from the Micro Focus Acquisition.

The new peer group, comprised of primarily U.S.-based companies, is designed to reflect competitors for executive talent in our industry and our focus on geographic markets outside of Canada.

A number of proxy advisors compare us to primarily Canadian companies, which does not reflect where we recruit for executive talent, nor does it represent who we benchmark against for compensation practices and competitive pay levels.

Executives must have relevant experience with complex enterprise delivery of cloud-based products and be able to mobilize delivery across global operations - requiring experience in both the global commercial and compliance context.

As such, our recruitment of qualified executive talent does not come from adjacent industries such as telecommunications or from firms with a primarily domestic or North American footprint.

• Our new peer group is not aspirational.

Our revenue is near the 75 th percentile of our new peer group, with the CEO’s total direct compensation remaining at the median of the peer group.

To align with the market for talented software executives as evidenced by independent data from the updated peer group, effective April 1, 2023, Named Executive Officers (other than the CEO) were provided base salary increases between 9% and 18%, which is reflective of our larger revenue base that has grown 28% year-over-year, from $3.5 billion in Fiscal 2022 to $4.5 billion in Fiscal 2023, largely due to the impact of the Micro Focus Acquisition.

Despite the significant revenue growth, there was no base salary adjustment for the CEO.

• In order to reflect the increased size and scope of the roles of our executives due to leading a significantly larger, combined organization, and in order to focus and reward management on the attainment and sustainability of Micro Focus revenue for the first five month “stub” period from February 1, 2023 to June 30, 2023, specific incentive plans to align with our business objectives were put in place.

The Named Executive Officers target short-term incentive opportunity increased year-over-year, where in each case, the incremental increase was directly tied to attaining certain revenue thresholds for Micro Focus’ operations during the balance of Fiscal 2023.

See “Micro Focus Special Performance Incentive Plan (MF SPIP).” Even after incorporating these adjustments to short-term incentive opportunity, the pay position of the CEO’s target total compensation remained at market median (as compared to our peers), and the pay position of all other Named Executive Officers' target total compensation remained below median.

What We Heard

How We Responded and Rationale

Demonstrate pay-for-performance linkages

• The pay program, with pay levels set to industry peer group practices, is designed to ensure that Named Executive Officer compensation aligns with our shareholders’ interests and supports our business objectives.

Our compensation philosophy is that the realizable pay of the CEO and other Named Executive Officers be:

◦ Directly correlated to total shareholder return;

◦ Aligned with the realizable pay earned by our peers for similar relative shareholder return.

• The assessment of realizable CEO pay relative to our peers can be found on page 112 and confirms that, over the past three years, CEO realizable pay aligned with our relative total shareholder return (Relative TSR) performance (i.e., the amount of compensation actually paid to the CEO was at a percentile that was similar to the Company's Relative TSR for the same period).

What We Heard

How We Responded and Rationale

CEO Pay Appears High Relative to Other Named Executive Officers

• We recognize the importance of providing a clear rationale of how Named Executive Officer pay levels are set, including the careful consideration of both our external market peer group position and internal equity.

• Among our peer group, the CEO pay ratio as compared to the average compensation of its other named executive officers was 3.2x, with the highest ratio amongst our peers at 5.9x.

In comparison, our CEO pay ratio as compared to the average compensation of our other Named Executive Officers was 4.7x, due to the fact that our CEO serves in a dual capacity as CEO and Chief Technology Officer (CTO).

None of our peers had its CEO serve in a dual operating capacity with such a high level of responsibility and personal contribution.

The Board believes this distinction is important, as it means that this role is accountable for the long-term strategy and success of the business overall, as CEO, as well as technology innovation, development strategy and long-term innovation roadmap, as CTO.

The Board believes our CEO pay ratio as compared to other Named Executive Officers should reflect these above-average accountabilities.

• Prior to setting executive compensation, the Compensation Committee considered internal pay equity and determined that, given the dual responsibilities, the ratio of the CEO’s pay to that of our other Named Executive Officers is appropriate.

As the CEO and CTO roles are individually significant, the Board believes the compensation awarded should reflect leadership in these critical areas that would typically be handled by two individuals.

Notwithstanding that, to ensure internal pay equity and reflect the increasing role scope and accountabilities, our Named Executive Officers’ have received base salary increases over the past two years, while the CEO base salary has remained constant over the same period.

Use of and insufficient rationale for one time stock awards

• In recognition of the requirement to complete the Micro Focus Acquisition and achieve integration targets over the longer term with strong alignment to shareholder returns, one-time stock options with stock price growth performance conditions were awarded to the CEO in August 2022, after the announcement of the Micro Focus Acquisition but prior to our last annual meeting of shareholders.

One-time stock options were also granted to our other Named Executive Officers in November 2022.

All stock option grants have a four-year vesting horizon and do not begin vesting until year two.

These awards were granted to the Named Executive Officers to align executive compensation directly to the integration and longer term success of the Micro Focus Acquisition.

With these one-time awards, at least 80% of our Named Executive Officers’ compensation is directly tied to company share growth appreciation – ensuring appropriate pay for performance, retention of key executives, and alignment with the annual compensation positioning relative our peers.

• The use of these one-time awards in Fiscal 2023 was to drive and reward growth related to the integration of the large-scale Micro Focus Acquisition and are not intended to be adopted as a go-forward compensation process.

• Specifically, Fiscal 2024 long-term incentive awards will be delivered through the annual LTIP program without any one-time awards.

Further, the annual LTIP in Fiscal 2024 will include a revised Relative TSR measured against the NASDAQ Composite Index for our performance share unit program, given the significance of the Micro Focus Acquisition.

What We Heard

How We Responded and Rationale

Fiscal 2023 Short-Term Incentive Performance Metric Target Setting Below Prior Year Actual Results

• Under the Annual Worldwide Short-Term Incentive Plan for Fiscal 2023, revenue targets were set at $3.558 billion, 1.8% above Fiscal 2022 actual results.

• The worldwide adjusted operating income (AOI), as defined in “Compensation Discussion and Analysis - Our Compensation Program - Short-Term Incentives,” target was set at $1.13 billion, which was 4.0% lower than Fiscal 2022 actual results to reflect a planned $80 million investment in Research and Development and Sales and Marketing that we expect will drive organic growth under our long-term strategic plan.

This strategic investment increased expenses and resulted in a reduced AOI target, which the AOI target would have been flat compared to the prior year actual results if not for such investment (excludes foreign currency effect).

The Fiscal 2024 AOI target, excluding any results from Micro Focus, has been set higher than the Fiscal 2023 actual results to reflect an increase in organic growth and a reduction in expenses.

• Further, the payout of short-term incentives in Fiscal 2023 was 93% of target based on worldwide revenue and AOI, which is a considerable reduction from the 200% target short-term incentive payout under the Fiscal 2022 Short-Term Incentive plan.

Importance of Micro Focus Acquisition and shareholder value

• Integration of the Micro Focus Acquisition highlighted the following needs:

(1) Retention of a qualified executive team to lead the combined organization with a strong alignment to long-term shareholder value – including the provision of one-time stock option grants in consideration of an appropriate mix of awards in favor of long-term incentives.

(2) Clear line of sight to achievement of the performance objectives set for stand-alone OpenText operations, excluding the impact of the Micro Focus Acquisition (before the incremental revenue and operating profit attributed to the Micro Focus Acquisition) to maintain a focus on OpenText organic revenue growth and efficient operations.

(3) Implementing immediate post-close actions to ensure customer and revenue retention across the Micro Focus business within the first five months of the acquisition – through the use of a supplemental short-term incentive plan tied to the achievement of Micro Focus planned revenue target for the period from February 1, 2023 to June 30, 2023.

Compensation Governance Best Practices

Our approach to executive pay is guided by the following compensation governance best practices:

The following discussion and analysis of compensation arrangements for the fiscal year ended June 30, 2024 (Fiscal 2024) should be read together with the compensation tables and related disclosures set forth below.

This discussion and analysis is focused on the persons who served as our named executive officers for Fiscal 2024 (collectively, the Named Executive Officers or NEOs).

The NEOs who are the subject of this compensation discussion and analysis are:

Barrenechea — Vice Chair, Chief Executive Officer (CEO) and Chief Technology Officer (CTO)

• Madhu Ranganathan — President, Chief Financial Officer (CFO) and Corporate Development

• Todd Cione — President, Worldwide Sales

• Paul Duggan — President, Chief Customer Officer

• Muhi Majzoub — Executive Vice President, Chief Product Officer

• Simon Harrison — Strategic Advisor to the President, Worldwide Sales

On April 8, 2024, the Company announced that Mr.

Harrison had decided to retire from the Company effective September 15, 2024 and, until such time, will be acting as a Strategic Advisor to our recently hired President, Worldwide Sales.

In accordance with Item 402(a)(3)(iv) of Regulation S-K, Mr.

Harrison has been included as an NEO for Fiscal 2024 as he would have been included pursuant to Item 402(a)(3)(iii) of Regulation S-K but for the fact that he was not serving as an executive officer as of June 30, 2024.

Quick Compensation Discussion and Analysis Reference Guide

Section I - Business and Compensation Highlights

Section II - Our Shareholder Engagement Process and Response to Say-on-Pay Vote

Section III - Compensation Philosophy and Objectives

Section IV - Talent and Compensation Governance

Section V - Aligning Pay with Performance

Section VI - Elements of our Compensation Program

Section VII - Other Elements of our Compensation Program

Section I - Business and Compensation Highlights

Key Business Highlights for Fiscal 2024

Fiscal 2024 was a successful year for our business.

In Fiscal 2024, we successfully integrated Micro Focus’ acquired technology with our enterprise software, providing expanded offerings to support our customers’ growing needs to digitize.

We also completed the divestiture of our AMC business for $2.275 billion in cash before taxes, fees and other adjustments, whereby we used the net proceeds to complete a $2 billion debt reduction.

The divestiture of our AMC business reinforces our focus on Cloud and AI and accelerated our deleveraging plans.

Compensation Highlights for Fiscal 2024

Highlights and outcomes related to specific components of CEO and NEO pay are as follows:

• The target value of our CEO’s annual compensation package, comprised of base salary, STI plan and long-term equity awards, decreased relative to the Fiscal 2023 package by 38%.

◦ In Fiscal 2024, for the sixth consecutive year, our CEO was provided no increase to his base salary.

◦ In Fiscal 2024, there was no increase to the STI targets for our CEO.

◦ In Fiscal 2024, our CEO’s annual LTIP target grant value remained flat year-over-year and the mix of LTIP grants remained the same.

There was a decrease of 45% in the target amount of equity granted to the CEO in Fiscal 2024 compared to Fiscal 2023 given the absence of one-time awards.

There will be no increase in Fiscal 2025 in the target amount of equity granted to our CEO.

◦ We increased the overall target grant value of annual NEO LTIP awards (excluding the CEO) so that the overall LTIP value was at least at or above the 25th percentile of our peers.

In so doing, we added a long-term PSU component tied to a two-year organic growth metric to link our stock-based compensation to strategic growth.

The mix of stock options, PSUs and RSUs, tied to one-, two-, three- and four-year vesting time horizons, has been used to solidify our retention objectives for an executive team that is critical to our business growth, scale and transformation.

◦ We chose not to modify our CEO’s pay for performance measures.

We also recognize that our CEO has other outstanding performance-based equity awards from previous years.

We acknowledge the importance of both internal equity and alignment of performance measures between the CEO and the other NEOs, which is reflected in our CEO to NEO target ratio having decreased by 39% from Fiscal 2023 to Fiscal 2024 from 4.4x to 2.7x, respectively.

• We maintained our rTSR PSUs to reward performance compared to other similar investments.

◦ The performance period for the PSUs granted in Fiscal 2021 concluded in Fiscal 2024.

Absolute TSR for such measurement period was (2)%, which was the 17th percentile relative to the S&P Midcap 400 Software & Services Peer Group used for the Fiscal 2021 PSU award.

This was below the earnout threshold and the Talent and Compensation Committee did not approve any payout under the plan.

As a result, no PSUs vested from the Fiscal 2021 grant.

◦ As previously disclosed, starting with the Fiscal 2024 grant, rTSR PSUs will be measured against the three-year TSR of the constituents of the NASDAQ Composite Index, with target awards earned for performance at the 55th percentile to recognize that the goal is to provide enhanced value for shareholders.

We chose to start measuring against NASDAQ Composite Index constituents in order to reflect our new size and scope of

operations as a result of the Micro Focus acquisition and to provide for a larger peer group reflecting a wide range of shareholder alternatives for investment choices.

• We reviewed the peer group established in Fiscal 2023 following the Micro Focus acquisition and determined that no changes were necessary in Fiscal 2024 because the peer group reflected the market for executive talent and outside shareholder investment while also maintaining a relevant revenue and market cap size.

• Fiscal 2024 STI plan measures focused on profitable growth including our objective to increase revenues across our portfolio by, among other things, reversing the historical decline of Micro Focus revenues that was occurring prior to our acquisition of the Micro Focus business.

For most executives, including the CEO, STI plan measures were Worldwide Revenue, Adjusted Operating Income (AOI), and Micro Focus Revenues.

• The table below outlines Fiscal 2024 performance and the impact of assuming the budgeted performance of the AMC business for the fourth quarter of the fiscal year.

AMC business performance for the fourth quarter was assumed at the level budgeted at the start of the year because the AMC business was divested in May 2024.

This divestiture was not expected at the start of the year when Fiscal 2024 short-term incentive plan goals were being set.

The use of budgeted performance as a placeholder for the final quarter of the year to replace the divested unit’s performance was viewed as fair and neutral for the overall STI plan funding outcome.

The AMC business’s Revenue performance through the first three quarters of the fiscal year was exceeding the Company’s plan at 109% achievement through March 2024, while the AMC business’s AOI performance through three fiscal quarters was 96% achievement through March 2024.

• Based on the achievement of key results, STI plan results are shown in the following table:

STI Plan Metric Fiscal 2023 Actual Results Fiscal 2024 Target before AMC Divestiture Fiscal 2024 Actual Results Q1- Q3 Fiscal 2024 Q4 Results (assumes AMC at target for fourth quarter) Fiscal 2024 Total (1)

Fiscal 2024 Metrics Achievement % Metric Payout %

Worldwide Revenue

$ 3,532 $ 5,978 $ 4,416 $ 1,460 $ 5,876 98 % 85 %

Adjusted Operating Income (AOI)

$ 1,128 $ 1,971 $ 1,426 $ 488 $ 1,914 97 % 70 %

Micro Focus Revenue

$ 978 $ 2,300 $ 1,732 $ 565 $ 2,297 100 % 100 %

______________________

(1) Reflects the total of columns “Fiscal 2024 Actual Results Q1 - Q3” and Fiscal 2024 Q4 Results (assumes AMC at target for fourth quarter).

See “Short-Term Incentives” below for additional details.

◦ Worldwide revenues are derived from the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

◦ AOI is a non-GAAP measure intended to reflect the operational effectiveness of our leadership by showing our ability to generate profits from our operational activities, and to manage the costs associated with our worldwide revenues.

AOI is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense.

AOI is also adjusted to remove the impact of foreign exchange.

◦ Micro Focus revenues are included within the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

This is an important metric for measuring the stabilization of the Micro Focus business.

Section II - Our Shareholder Engagement Process and Response to Say-on-Pay Vote

The Board, as well as management, are involved in shareholder engagement activities throughout the fiscal year.

As a lead-up to our 2024 annual meeting of shareholders, we specifically requested feedback from shareholders on our executive compensation program to consider ways to further evolve the design of our program.

We held meetings with 9 of our 15 largest shareholders relating to executive compensation, which were led by our Chair of the Board and Chair of the Talent and Compensation Committee.

No NEOs were present at these meetings.

Offered Meetings Engaged in Discussions Relating to Executive Compensation

56% of our outstanding shares reached throughout the year as part of our Investor Relations team’s numerous touchpoints.

31% of our outstanding shares, including director-led discussions with 9 of our 15 largest shareholders.

While the shareholder feedback is generally supportive, the table below outlines the areas of specific feedback and topics discussed during our shareholder engagement efforts and how we responded, informed by such feedback.

What We Heard From Shareholders

How We Responded

Concerns with one-time CEO stock options granted in August 2022 following the announcement of the Micro Focus acquisition.

We adhered to our commitment in Fiscal 2024, and re-committed for Fiscal 2025, that there would not be any one-time long-term incentive awards.

Consider the composition of our peer group to ensure that it is appropriate and scaled for our size.

We reviewed our compensation peer group and deemed it to be a good fit based on the quantitative and qualitative factors we consider when selecting our peer group.

Our peer group is aligned with U.S.

software and technology companies with a global presence and is not aspirational.

It reflects our market for executive talent, which is in the U.S.

where 100% of the NEOs reside.

OpenText revenues are above the median of our Fiscal 2024 peer group.

What We Heard From Shareholders

How We Responded

Concerns about CEO to NEO pay ratio.

We reviewed and made adjustments to non-CEO pay that resulted in a reduction in our CEO to average NEO ratio.

The Fiscal 2024 ratio at target was 3.1x, compared to 5.3x in Fiscal 2023, representing a 41% decrease.

Short-term incentive performance goals should be set higher than the previous year’s performance (notwithstanding amounts reinvested into the business) and maximum payouts under the STI plan should reflect significant performance over-achievement.

For Fiscal 2025, we revised our STI plan design after considering shareholder feedback and the practices of our peer group.

Revisions include the adjustment of the payout curves under the STI plan to increase the performance required to earn the maximum 200% payout under the plan:

Maximum revenue performance required for maximum payout has increased from 102% to 103% of target.

Maximum AOI performance required for maximum payout has increased from 102% to 104%.

We recognize the importance of and engage in rigorous performance goal-setting to ensure that growth and profitability are aligned with our business objectives and shareholder expectations.

After factoring in the complexities of our business, on a like-for-like basis, Fiscal 2025 variable compensation performance targets will be set higher than Fiscal 2024 actual outcomes.

Consider reviewing and adjusting the relationship between LTIP performance metrics and shareholder return.

For Fiscal 2025, we will adjust the rTSR measure within the PSU plan so that earning a target award requires exceeding the median and achieving at least 55th percentile rTSR performance compared to the NASDAQ Composite Index.

Change of control provisions for PSUs should be based on actual rTSR performance rather than target.

For Fiscal 2025, PSU vesting acceleration provisions within 12 months of a change in control will be aligned with peer group practices to provide for that the number of PSUs earned is based on actual rTSR performance through the change in control date on a pro-rata basis, as opposed to a pay out at target.

Request for more disclosure about succession planning.

Each year, the Talent and Compensation Committee reviews the detailed succession plans for our CEO, NEOs and the Top 50 management positions across our organization, determining for each role whether there are individuals that are “ready now” or “ready in 1 – 3 years.” This allows for development and hiring opportunities and aligns with our desire to have a strong leadership bench.

The Talent and Compensation Committee also reviews the evolution of the leadership structure to ensure it is scaled to OpenText’s strategy, growth and complexity.

See “Statement of Corporate Governance Practices – Succession Planning” in Schedule “A” for more information.

We reviewed with shareholders their perspectives on feedback from proxy advisors, including the use of a Canadian-only peer group.

Reinforced by their feedback, we continue to believe that certain proxy advisors’ peer group methodology, based on Canadian companies in the telecommunications and other unrelated industries, results in a skewed analysis of our executive compensation program, does not reflect the fact that 100% of our NEOs are located in the highly competitive U.S.

technology industry, and thus using Canadian-only peers is not a relevant comparison methodology for measuring compensation at companies with which we compete for talent.

Section III - Compensation Philosophy and Objectives

We believe that compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success in alignment with long-term shareholder value creation.

The Talent and Compensation Committee ensures compensation decisions are in line with our compensation philosophy to be talent competitive.

Our compensation program objectives include:

• Attracting, motivating and retaining highly qualified executive officers who have a history of proven success through compensation programs that reflect the market.

Our compensation program reflects the market in terms of compensation value and structural design.

We use market data from similarly sized U.S.

software and technology companies with a global presence for a variety of reasons including that greater than 95% of our revenues are outside of Canada, 100% of our NEOs and 67% of the executive leadership team are based in the U.S., and we generally recruit from U.S.-based competitors for executive leadership talent.

• Aligning the interests of executive officers with our shareholders' interests and with the execution of our business strategy, with the majority of the total compensation package tied to performance-based variable rewards.

Evaluation of executive performance is based on achievement of key financial metrics that we believe closely correlate to long-term shareholder value.

Our short and long-term goals are reflected in our overall compensation program with evaluations based on achieving and overachieving predetermined objectives.

Our CEO has only 7% of his total compensation provided in the form of base salary and has 93% tied to performance-based variable rewards, including 77% in the form of annual equity grants.

Other NEOs average only 17% of their total compensation in the form of base salary with 83% tied to performance-based variable rewards.

Our reward package is based primarily on results achieved by the Company as a whole.

Our approach to executive pay is guided by the following best practices:

What We Do What We Don’t Do

Balance among short- and long-term incentives, cash and equity and fixed and variable pay.

Balance short- and long-term incentives, cash and equity, and fixed and variable pay.

Overemphasize any single performance metric.

Link a significant amount (at least 80%) of target Named Executive Officer pay to company performance.

Link a significant amount of target NEO pay to company performance (at least 80%).

Use an aspirational peer group of significantly larger companies.

3 unchanged sentences

Grant in-the-money stock options with an exercise price below the fair market value on the grant date.

Maintain overlapping performance periods for long-term incentives.

Use distinct performance metrics in our short-term and long-term incentives.

Guarantee a minimum level of vesting for long-term incentives.

Compare executive compensation and company performance to relevant peer group companies considering our industry scope and geographic footprint.

Compare executive compensation and company performance to relevant peer group companies considering our industry scope, market for executive talent and geographic footprint.

Guarantee annual base salary increases.

Provide discretionary bonuses.

Require executives to meet minimum stock ownership requirements.

Maintain executive stock ownership guidelines.

Provide supplemental executive retirement plans.

Maintain a compensation claw back policy to recapture unearned incentive pay.

Provide single-trigger change in control benefits.

Allow unearned incentive pay to be recaptured under compensation clawback policy.

Provide single-trigger change in control benefits to our NEOs.

Provide only limited perquisites.

2 unchanged sentences

Conduct an annual shareholder say-on-pay advisory vote.

Overview of Compensation Program

Determining the compensation of our Named Executive Officers is the responsibility of the Compensation Committee alone, or in certain circumstances, in consultation with the Board.

The Compensation Committee ensures compensation decisions are in line with our goal to provide total compensation to our Named Executive Officers that (i) is fair, reasonable and consistent with our compensation philosophy to achieve our short-term and long-term business goals, and (ii) is market competitive.

The Named Executive Officers who are the subject of this CD&A are:

Barrenechea - Vice Chair, Chief Executive Officer and Chief Technology Officer (CEO)

• Madhu Ranganathan - Executive Vice President and Chief Financial Officer (CFO)

• Simon Harrison - Executive Vice President, Enterprise Sales

• Muhi Majzoub - Executive Vice President, Chief Product Officer

• Paul Duggan - Executive Vice President, Chief Customer Officer

Shareholder Engagement and Say-on-Pay

We have a longstanding practice of proactive shareholder engagement every quarter, during both the proxy season and non-quiet periods, to address investor questions and concerns and encourage their feedback on a variety of topics such as company performance, executive compensation, and environmental, social and governance issues.

These meetings are primarily attended by members of management, including some led by our CEO, CFO and Investor Relations team, as well as members of our Board from time to time.

Throughout Fiscal 2023, we met or initiated contact with shareholders representing 64% of our outstanding shares and all of our top 25 shareholders that actively manage assets.

At our last annual meeting of shareholders held on September 15, 2022, for the first time in our history, we did not receive a favorable result for our approach to executive compensation.

This result is not acceptable to the Compensation Committee and is not aligned with our previous historical support for our approach to executive compensation, which in the prior five years had averaged greater than 90% support.

While our shareholders understood the design of our executive compensation program, and were generally supportive that we continue to increase the proportion of our executive officers’ compensation that is “at risk” in line with our peers, a number of key areas of discussion throughout Fiscal 2023 included:

(1) peer group selection;

(2) demonstration of the pay-for-performance linkages in our programs, particularly with respect to CEO pay;

(3) ratio of CEO compensation as compared to other Named Executive Officer’s pay;

(4) use of one-time awards;

(5) Fiscal 2022 short-term incentive metric targets set below previous year actual results;

and (6) aligning compensation with the achievement of stated goals for the Micro Focus transaction, particularly given the size, complexity and importance of the transaction and need to deliver sustainable shareholder value through a successful integration.

The CEO’s compensation plan is structured to align with long-term shareholder return, to reward outstanding performance, provide incentives for continued long-term sustainable growth, accomplish the Board’s retention objectives and reflect the dual responsibilities of our CEO who serves as both our CEO and CTO.

In reviewing executive compensation, the Compensation Committee benchmarks against U.S.

software and technology companies with a global presence, and not Canadian companies, for a variety of reasons including that greater than 95% of our revenues are outside of Canada and most of the executive leadership team are based in the U.S.

where we primarily recruit for executive talent.

Specifically, all Named Executive Officers, including our CEO, and a majority of our other executive leadership team members are located in the highly competitive Silicon Valley — a key market for multi-national executive talent in the software and technology industry — which has higher pay levels than the limited market for software and technology executives in Canada.

Our executive compensation benchmarking, like that of our direct competitors, is focused on the compensation practices of U.S.-based peer companies, as we generally recruit from U.S.-based competitors for executive leadership talent.

Compensation for executive talent in Canada, and in adjacent sectors such as telecommunications, do not reflect the same level of competitiveness as among our Company and its peers.

The Board believes that our CEO and other Named Executive Officer’s total compensation is reasonable relative to comparable U.S.

software and technology companies with a global presence.

See “Compensation Philosophy and Objectives” for our benchmarking practices.

Further, the peer group was updated in April 2023 to reflect the Company’s increased size and scope following completion of the Micro Focus Acquisition.

See “Peer Group” for our peer group, including our CEO’s relative target pay positioning for Fiscal 2023.

CEO’s in our peer group were paid an average of 3.2x the average of the other named executive officers, with the highest ratio amongst our peers at 5.9x.

In comparison, our CEO is paid 4.7x the average of our other Named Executive Officers because he serves in a dual capacity as CEO and CTO.

Among our peer group, none of our peers had its CEO serve in a dual capacity.

Further, the Board believes that our CEO’s extensive experience and expertise in the information management and cloud computing industry makes him uniquely positioned to provide leadership in this dual capacity.

We considered and evaluated the feedback received from our shareholders in the context of the enlarged organization as a result of the Micro Focus Acquisition and its impact on executive compensation.

See “Summary of Key Fiscal 2023 Considerations” for details of decisions made in this transition year.

We value the input of our shareholders and will continue to engage with our shareholders to consider their views expressed through our annual Say-on-Pay voting process.

Compensation Philosophy and Objectives

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

Our compensation philosophy is based on three fundamental principles:

The objectives of our compensation program are to:

Strong link to business strategy - Our short and long-term goals are reflected in our overall compensation program.

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

Pay for performance - We aim to reward sustained company performance by aligning a significant portion of total compensation to our financial results and strategic objectives.

We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be at or above our peer group median when our financial performance exceeds our target performance and likewise, we structure total compensation to be below our peer group median if our financial performance falls below our targets.

See “Aligning CEO Pay with Shareholders’ Interests.”

Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy by evaluating executive performance on the basis of key financial metrics which we believe closely correlate to long-term shareholder value.

Motivate and reward our high-caliber executive team through competitive pay practices and an appropriate mix of short and long-term incentives.

Market relevant - Our compensation program provides market competitive pay in terms of value and structure in order to retain talent who are performing according to their objectives and to attract new talent of the highest caliber.

We use market data of similarly sized U.S.

software and technology companies with a global presence, rather than Canadian companies, for a variety of reasons including that greater than 95% of our revenues are outside of Canada, all of our Named Executive Officers and most of the executive leadership team are based in the U.S., and we generally recruit from U.S.-based competitors for executive leadership talent.

We aim to position our executive officers’ compensation targets at the median in relation to our peer group, however, actual pay depends on the performance of the executive officers and the Company.

Tie compensation awards directly to key financial metrics with evaluations based on achieving and overachieving predetermined objectives.

Our reward package is based primarily on results achieved by the Company as a whole.

The Compensation Committee has the flexibility to exercise discretion to ensure total compensation appropriately reflects performance.

The Compensation Committee rarely exercises this discretion.

Competitive Compensation

Aggregate compensation for each Named Executive Officer is designed to be market competitive.

The Compensation Committee researches and refers to the compensation practices of similarly-situated companies in determining our compensation policy.

Although the Compensation Committee reviews each element of compensation for market competitiveness and may weigh a particular element more heavily than another based on our Named Executive Officer’s role within the Company, the focus remains on being competitive in the market with respect to total compensation.

In particular, we are a global cloud software company with greater than 95% of our revenues outside of Canada, including 56% of our revenues in the U.S.

All of our Named Executive Officers, including our CEO, and a majority of our executive leadership team are located in the highly competitive Silicon Valley — a key market for multi-national executive talent in the software and technology industry.

Executive talent from Canada and adjacent sectors such as telecommunications is not viewed as reflecting the

same competition for company talent.

See “Peer Group” for details of OpenText’s profile relative to the selected peer group as well as the relative peer group pay positioning of the CEO and Named Executive Officers, respectively.

The Compensation Committee recognizes that, while executive compensation levels in the United States are higher than the market for compensation in Canada, recruiting talent from this area is critical for our success.

Attracting and retaining talent with the highest level of industry expertise is a key part of the Company’s business and strategy, and therefore our compensation practices must align with market expectations where the industry skills reside.

Further, the Compensation Committee also acknowledges that paying U.S.

market compensation to U.S.

executives in U.S.

dollars may result in higher relative compensation compared to other Canadian companies.

Converting amounts paid to U.S.-based executives in U.S.

dollars to Canadian dollars further inflates the compensation in Canadian dollars if analyzed against other Canadian companies.

Despite the elevated compensation relative to Canadian companies, the Compensation Committee believes that the Company’s pay practice of paying according to each executive’s local market serves the long-term interests of our shareholders and enhances our ability to find appropriate leadership talent.

The Compensation Committee periodically reviews market data related to compensation levels and programs at comparable peer companies.

Our peer group consists of companies in the software and technology industry.

The peer group is reviewed annually.

In July 2022, when setting compensation for Fiscal 2023, no new companies were added to or removed from our peer group.

In April 2023, in line with our key metrics considered for our peer group, which included an increase in revenue, market capitalization, number of employees and net income as a result of the Micro Focus Acquisition, we updated our peer group to reflect our new size and scope of our operations.

Below are our peer groups used to set Fiscal 2023 pay and changes made to reflect the addition of the Micro Focus organization, as well as the criteria considered in establishing the peer groups.

General Description Criteria Considered Peer Group used in July 2022 to set Fiscal 2023 Compensation Program Peer Group Updated as of April 2023 based on Company Size and Scope including the Impact of the Micro Focus Acquisition

Global software and service providers that are similar in size, business complexity, and scope of operations to us.

Key metrics considered include revenue, market capitalization, number of employees, and net income.

Generally, organizations within our peer group are in a similar software/technology industry with similar revenues, market size and number of employees.

Akamai Technology, Inc.

Autodesk, Inc.

Broadridge Financial Solutions, Inc.

Cadence Design Systems, Inc.

CDK Global LLC

Check Point Software Technologies Ltd.

Citrix Systems, Inc.

Pitney Bowes Inc.

Palo Alto Networks, Inc.

Sabre Corporation

SS&C Technologies, Inc.

Synopsys, Inc.

Teradata Corporation Akamai Technology, Inc.

Autodesk, Inc.

Broadridge Financial Solutions, Inc.

Cadence Design Systems, Inc.

DXC Technology Company

Euronet Worldwide, Inc.

Fortinet, Inc.

Gen Digital Inc.

NCR Corporation

Palo Alto Networks, Inc.

Roper Technologies Inc.

SS&C Technologies, Inc.

Synopsys, Inc.

Workday, Inc.

OpenText revenues and operating income are positioned at the 75 th and 25 th percentiles, respectively, compared to the updated peer group as of April 2023.

Following the adoption of our updated peer group, our CEO’s target pay positioning was aligned closer to the market median as summarized in the following table:

Position to Market Median of

July 2022 Peer Group Position to Market Median of Peer Group

Updated Effective April 2023

Total Target Cash Compensation Total Target Direct Compensation Total Target Cash Compensation Total Target Direct Compensation

CEO 50 th Percentile

50 th -75 th Percentile

50 th Percentile

Compensation Oversight Process

Role of Compensation Committee

The Compensation Committee has responsibility for the oversight of executive compensation within the terms and conditions of our various compensation plans.

The Compensation Committee approves the compensation of our executive officers, with the exception of our CEO.

Conduct regular engagement with our shareholders.

Section IV - Talent and Compensation Governance

Role of the Talent and Compensation Committee

The Talent and Compensation Committee has responsibility for the oversight of executive compensation within the terms and conditions of our various compensation plans.

The Talent and Compensation Committee approves the compensation of our executive officers, except for our CEO, where decisions are approved by the Board without the CEO present.

Compensation decisions for our executive officers consider, among other things, performance goals, base salary, bonuses, executive benefits, short-term incentives, and long-term incentives.

The Compensation Committee also considers the input of the CEO with respect to his direct reports.

The Compensation Committee considers CEO compensation without the CEO present and makes recommendations to the Board for approval.

The Compensation Committee reviews and recommends for approval all equity awards related to executive compensation prior to final approval by the Board.

Further, the Compensation Committee supports the Board with respect to succession and development of our executive officers;

reports to the Board on human resources matters including reviewing and discussing the progress of our equity, diversity and inclusion efforts across our global talent;

provides input on human capital disclosures;

and reviews our approach to retirement programs.

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

The performance of each of our Named Executive Officers, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other Named Executive Officers.

The Talent and Compensation Committee also reviews and recommends for approval all equity awards related to executive compensation prior to final approval by the Board and supports the Board with respect to talent and culture matters, including:

succession and development of our executive officers;

reviewing and discussing the progress of our equity, diversity and inclusion efforts across our global talent;

providing input on human capital disclosures;

and reviewing our approach to retirement programs.

The Talent and Compensation Committee coordinates with the CEO and the Chief Human Resources Officer (CHRO), in collaboration with management and the finance and legal groups, as appropriate, to design and develop the compensation program.

This group supports the preparation and analysis of financial data, peer group comparisons, and other materials to assist the Talent and Compensation Committee in making and implementing its decisions.

The Board, the Talent and Compensation Committee, and our management employ a set of policies and processes to evaluate the performance of each of our NEOs, which help determine the amount of long-term incentives to award to each NEO.

The performance of each of our NEOs, other than our CEO, is assessed by our CEO in his capacity as the direct supervisor of the other NEOs.

The performance of our CEO is assessed by the Board (excluding the CEO).

The Board conducts discussions and makes decisions with respect to the performance of our CEO in special sessions from which management and the CEO is absent.

The Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax and accounting treatments, applicable regulatory requirements, any material acquisitions closed during the year and the results of the most recent shareholder advisory vote on executive compensation when approving compensation programs.

See “Shareholder Engagement and Say-on-Pay.”

During Fiscal 2023, the Committee’s work included the following:

• Executive Compensation Review - The Compensation Committee continually reviews compensation practices and policies with respect to our senior management team against similar-sized software and technology companies with a global presence, in order to allow us to place our compensation practices for these positions in a market context.

This benchmarking may include a review of base salary, short-term incentives and long-term incentives.

• Long-Term Incentive Plan - The Compensation Committee reviewed semi-annual analysis provided by Mercer Canada Limited (Mercer) related to performance under all outstanding Performance Share Unit Programs (for details on the programs, refer to the section titled “Long Term Incentives”).

Although the Compensation Committee has responsibility for decisions on executive compensation, it may consider input from management, analysis provided by the compensation consultant, as well as other factors that the Committee considers appropriate.

The CEO, with the assistance of the CHRO, also conducts an annual review of the total compensation of each executive officer, including the NEOs.

The review includes an assessment of each executive officer’s experience, performance, the performance of the executive officer’s respective business or function, and market pay levels within our peer group.

After this review, the CEO recommends base salaries, target annual cash and long-term incentive opportunities, any payouts related to the annual cash incentive plan, and annual equity grants for the executive officers to the Talent and Compensation Committee for approval.

The Talent and Compensation Committee considers previous compensation awards, competitive market practice, the impact of tax and accounting treatments, applicable regulatory requirements, any material acquisitions or divestitures closed during the year and the results of the most recent shareholder advisory vote on executive compensation when approving compensation programs.

The Talent and Compensation Committee met five times during Fiscal 2024.

Management assisted in the coordination and preparation of the meeting agenda and materials for each meeting.

The agenda is reviewed and approved by the Chair of the Talent and Compensation Committee.

The meeting materials are generally posted and made available to the other Talent and Compensation Committee members and invitees, if any, for review approximately one week in advance of each meeting.

Following each meeting, the Talent and Compensation Committee reported items that it, in its determination, considered noteworthy to the Board.

Further, prior to setting executive compensation, the Talent and Compensation Committee considered internal pay equity to ensure that the pay of our executives (including the CEO’s pay relative to that of our other NEOs) is appropriate.

Compensation Consultant

NASDAQ standards require compensation committees to have certain responsibilities and authority regarding the retention, oversight and funding of committees’ advisors and perform an evaluation of each advisor’s independence, taking into consideration all factors relevant to that person’s independence from management.

NASDAQ standards also require that such rights and responsibilities be enumerated in the compensation committee’s charter.

Such standards also require that such rights and responsibilities be enumerated in the compensation committee’s charter.

While, as a foreign private issuer under the U.S.

federal securities laws, we are exempt from these rules, nonetheless, our Compensation Committee has the sole authority to retain and terminate outside consultants.

From time to time, the Compensation Committee seeks the advice of an outside compensation consultant to provide assistance and guidance on compensation issues.

The compensation consultant may provide the Compensation Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices and may assist the Compensation Committee with respect to determining the appropriate benchmarks for each Named Executive Officer’s compensation.

In Fiscal 2023, the Compensation Committee retained Frederic W.

federal securities laws, we are exempt from these rules, nonetheless, our Talent and Compensation Committee has the sole authority to retain and terminate outside consultants.

From time to time, the Talent and Compensation Committee seeks the advice of an outside compensation consultant to provide assistance and guidance on compensation issues.

The compensation consultant may provide the Talent and Compensation Committee with relevant information pertaining to market compensation levels, alternative compensation plan designs, market trends and best practices and may assist the Talent and Compensation Committee with respect to determining the appropriate benchmarks for each NEO’s compensation.

In Fiscal 2024, the Talent and Compensation Committee retained Frederic W.

Cook & Co., Inc.

(FW Cook), an independent consulting firm specializing in executive compensation consulting.

During Fiscal 2023, the Chairman and members of the Compensation Committee held discussions from time to time with representatives of FW Cook in connection with compensation market practices, and potential impacts on Company’s financial performance.

During Fiscal 2024, the Chair and members of the Talent and Compensation Committee held discussions from time to time with representatives of FW Cook in connection

with compensation market practices, and potential impacts on Company’s financial performance.

FW Cook reviewed relevant information and industry benchmarks on matters relating to CEO and executive officer compensation.

In addition, in Fiscal 2023, management engaged AON Consulting, Inc.

(AON), an independent consulting firm, to review our peer group and supply

market data to assist in the evaluation of our approach to executive and director compensation.

For further information, see “Compensation Philosophy and Objectives.”

The Compensation Committee met six times during Fiscal 2023.

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 the Compensation Committee.

The meeting materials are generally posted and made available to the other Committee members and invitees, if any, for review approximately one week in advance of each meeting.

Following each meeting, the Compensation Committee reported items that it, in its determination, considered noteworthy to the Board.

Compensation Decisions for Fiscal 2023

Our compensation philosophy is to consider market data and the relative position of total compensation for our Named Executive Officers.

Most executive compensation decisions were made in the first quarter of Fiscal 2023, at which time the Compensation Committee considered performance, size, pay amounts, and incentive design relative to our peer group.

The Performance Share Unit Plan awards granted in 2019, which vested in September 2022, were measured against the constituents of the S&P MidCap400 Software and Services Index.

Absolute TSR for the measurement period was negative 9%, which was 32 nd percentile TSR performance, above the peer group’s 25 th percentile TSR performance of negative 19% and below the median TSR of +17%.

The Committee reviewed these results and concluded that the formulaic payout factor was 64% of target, based on a linear interpolation applied between the 25 th and 50 th percentiles as applied according to the plan’s payout table.

The below-target funding combined with the reduction in share price for the period aligned with the 2019 Performance Share Unit Plan’s objective of aligning actual executive compensation with our shareholders’ experience.

During Fiscal 2023, our CEO was not provided any adjustment to base salary despite having had no increase in base salary for the past five fiscal years.

Other Named Executive Officers were provided with adjustments to their base salary and short-term incentive targets based on market data following the increase in scope of their roles upon close of the Micro Focus Acquisition.

The short-term target incentive opportunity for all Named Executive Officers was adjusted on a pro-rated basis to reflect the increase in responsibilities of leading the larger, integrated organization, including for our CEO.

To ensure an appropriate portion of our Named Executive Officers pay is “at risk” in alignment with our selected peer group, and with the advice of our external compensation consultant, for Fiscal 2023 we increased the long-term incentive targets of our Named Executive Officers (excluding our CEO), a component of total compensation where we have historically lagged the market.

For our CEO, the long-term incentive target remains unchanged year-over-year.

Similar to previous years, the Compensation Committee considered this increase to the long-term incentive compensation of our other Named Executive Officers appropriate in light of the need to retain high-quality leadership to drive our growth strategy, our historical strong performance relative to our peers and the positive future trajectory of the Company.

Further, prior to setting executive compensation, the Compensation Committee considered internal pay equity and determined that, given the dual responsibilities of being both CEO and CTO, the ratio of the CEO’s pay to that of our other Named Executive Officers is appropriate.

Aligning CEO Pay with Shareholders’ Interests

We look at pay for performance from different perspectives to ensure there is strong alignment between what our executive officers earn and our TSR.

A realized and realizable pay analysis shows the actual value of compensation awarded to our CEO in each of the last five fiscal years as of June 30, 2023 relative to the amount reported.

This analysis also compares the actual value to the CEO for each $100 of compensation awarded each fiscal year to the value earned by shareholders over the same period.

We have indexed these values at $100 to provide a meaningful comparison.

The graphic and table below illustrate that the actual value of CEO compensation is aligned with the experience of shareholders because CEO realized and realizable compensation directly correlates to TSR performance.

This analysis shows

that the executive compensation program has performed as intended, reinforcing accountability as the actual value (realized and realizable) for each fiscal year fluctuates with our share performance.

Fiscal year Total direct

Actual value (realized

and realizable) at

June 30, 2023 (2)

Period Value of $100

Shareholders (4)

2019 $ 8,082,359 $ 9,857,985 July 1, 2018 to June 30, 2023

$ 121.97 $ 130.37

2020 $ 9,702,562 $ 6,277,263 July 1, 2019 to June 30, 2023

$ 64.70 $ 109.52

2021 $ 20,930,804 $ 8,608,640 July 1, 2020 to June 30, 2023

In Fiscal 2024, FW Cook received $61,500 in respect of such consulting services.

In addition, in Fiscal 2024, management engaged Aon's Human Capital Solutions’ practice, a division of Aon plc, a third-party consulting firm, to review our peer group and supply market data to assist in the evaluation of our approach to executive and director compensation.

Management also engaged Mercer Canada Limited, a management advising firm, to provide certain analysis related to TSR and performance under our PSU programs.

Peer Group Benchmarking

Aggregate compensation for each NEO is designed to be market competitive.

The Talent and Compensation Committee refers to the compensation practices of similarly situated companies in determining our compensation policy.

Although the Talent and Compensation Committee reviews each element of compensation for market competitiveness and may weigh a particular element more heavily than another based on an NEO’s role within the Company, the focus remains on being competitive in the market with respect to total compensation.

We use the framework below to identify companies that are comparable in size, have similar business strategies and financial models, recognizing that there are very few, if any direct peers that are based in Canada with named executive officers residing in the U.S.

The following attributes were reviewed and considered, in order of importance:

Screening Process

Quantitative Screen

• Revenues (generally between 0.3x and 3x our revenue)

• Market capitalization (generally between 0.3x and 3x our market cap);

• Number of Employees;

• Net income.

Qualitative Screen

• Focus on global companies operating in the technology industry;

• Disclosed as a peer of one of our previous year’s peers;

• Companies that use OpenText as a peer;

• Peer groups disclosed by proxy advisors.

The Talent and Compensation Committee generally benchmarks against U.S.

software and technology companies with a global presence, rather than Canadian companies because:

• We are a global software company with greater than 95% of our revenues outside of Canada, including 53% of our revenues in the U.S.;

• 100% of our NEOs, including our CEO, are located in the highly competitive U.S.

technology industry, which is a key market for multi-national executive talent in the software and technology industry;

• We generally recruit from U.S.

based software companies for executive leadership talent.

For the full range of Executive Leadership roles at the Company, it is not feasible to solely source talent from Canada and from adjacent sectors, when new or replacement officers are needed.

The Talent and Compensation Committee recognizes that recruiting talent from the U.S.

is critical for our success, even though executive compensation levels in the U.S.

are higher than in Canada.

Attracting and retaining talent with the highest level of industry expertise is a key part of the Company’s business and strategy, and our compensation practices must align with market expectations where the industry skills reside.

Further, the Talent and Compensation Committee also acknowledges that paying U.S.

market compensation to U.S.

executives in U.S.

dollars may result in higher relative compensation compared to other Canadian companies that provide Canadian residents with Canadian dollars.

Converting amounts paid to U.S.-based executives into U.S.

dollars to Canadian currency inflates the appearance of the compensation if compared to Canadian companies that pay Canadian residents in local currency.

2024 Peer Group

For Fiscal 2024, we reviewed our compensation peer group and determined that no peer group changes were necessary.

In April 2023, we had updated our peer group to reflect our new size and scope of our operations following the acquisition of Micro Focus.

Our peer group is shown in the table below.

The Talent and Compensation Committee determined that revenue is a relevant metric for the scope of the enterprise.

All our peers are within the targeted 0.3x to 3x OpenText revenue range, and our

trailing 12-month revenue is positioned at the 55 th percentile compared to our peer group’s.

Additionally, OpenText is at the 81 st percentile in headcount relative to our peer group.

Akamai Technologies Euronet Worldwide Palo Alto Networks

Amdocs Fortinet Paychex

Autodesk Gartner Roper Technologies

Broadridge Financial Solutions GoDaddy Splunk (1)

Cadence Design Systems NCR Voyix SS&C Technologies

CGI NetApp Synopsys

DXC Technology Company Gen Digital Workday

_______________

2022 $ 15,920,496 $ 9,789,848 July 1, 2021 to June 30, 2023

(1) Splunk has been excluded from the table below as the company was acquired during the fiscal year.

As part of our peer group benchmarking, we note that our CEO’s target pay is near the median for target total cash compensation and was slightly below the median on a total target direct compensation basis.

Section V - Aligning Pay with Performance

Our CEO’s realizable pay aligns with the experience of shareholders of the Company and is directly correlated to TSR performance.

The grant date value in the Summary Compensation Table significantly overstates the CEO’s actual realized and realizable compensation after our actual performance is measured because the program aligns the final reward with actual performance.

The table below also shows that the actual value (realizable) is considerably lower than the grant date fair value of stock and option awards as reported in the Summary Compensation Table.

The actual value realizable by our CEO was 72% lower than the grant date fair value of stock and option awards reported in the Summary Compensation Table over the last three fiscal years.

PSUs and RSUs

Performance Stock Options

(Reported $) (2)

as of June 30, 2024

2022 144,160 256,410 — $ 12,120,496 $ 1,443,422

2023 $ 23,227,232 $ 14,663,667 July 1, 2022 to June 30, 2023

2023 184,770 306,370 1,000,000 $ 19,779,107 $ 5,550,491

2024 184,260 272,930 — $ 12,066,580 $ 5,535,170

(1) Includes salary, short-term incentive, stock awards and option awards, as reported in the summary compensation table each year.

For Fiscal 2021 and Fiscal 2023, the value of performance stock options included in total direct compensation awarded represents the grant date fair value as calculated in accordance with ASC Topic 718 as reported in the Summary Compensation Table for the applicable year.

(2) Represents the actual value to the CEO of compensation awarded each year, realized between grant and June 30, 2023 or still realizable on June 30, 2023.

Realized value includes cash compensation paid for the fiscal year, including salary, short-term incentive (earned for the fiscal year but paid in the following fiscal year), payouts of RSUs and PSUs that have vested, and gains realized from stock options exercised.

Realizable value includes the value of RSUs and PSUs that have not vested, and outstanding stock options that were in-the-money.

(3) Represents the actual value (realized and realizable) to the CEO for each $100 of total direct compensation awarded for each fiscal year.

(4) Represents the cumulative value for each of the periods noted of a $100 investment in common shares made on the first trading day of the period, assuming dividends are reinvested.

Further, the value that our executives realize from our long-term incentive programs is a key driver of the pay for performance relationship.

The table below illustrates the difference in actual value (realized and realizable) and the grant date fair value of stock and option awards as reported in the summary compensation table each year.

The actual value (realized and realizable) received by our CEO has been 46% lower than the grant date fair value of stock and option awards reported in the summary compensation table over the last five fiscal years.

Grant date Number of stock awards (1)

Number of option awards (1)

Exercise price of options Grant date fair value reported (2)

Actual value (realized and realizable) at June 30, 2023 (3)

August 6, 2018 — 161,040 $ 39.27 $ 1,407,800 $ 367,171

August 6, 2018 111,960 — $ — $ 3,693,934 $ 6,510,189

August 5, 2019 — 273,010 $ 38.76 $ 1,751,342 $ 761,698

August 5, 2019 124,410 — $ — $ 4,970,594 $ 2,534,939

August 10, 2020 — 213,680 $ 45.81 $ 1,750,993 $ —

August 10, 2020 — 750,000 (4) $ 45.81 $ 7,635,000 $ —

August 10, 2020 174,810 — $ — $ 8,991,036 $ 6,054,865

August 9, 2021 — 256,410 $ 52.62 $ 2,499,173 $ —

August 9, 2021 144,160 — $ — $ 9,621,323 $ 5,989,848

August 8, 2022 — 306,370 $ 39.09 $ 2,499,263 $ 753,670

August 8, 2022 184,770 — $ — $ 9,189,844 $ 7,677,194

August 29, 2022 — 1,000,000 (4) $ 31.89 $ 8,090,000 $ 2,784,679

Total (Reported vs.

Actual Value) $ 62,100,302 $ 33,434,253

Realizable Value)

$ 43,966,183 $ 12,529,083

______________________

(1) Number of stock and option awards reported in the Grants of Plan-Based Awards table relating to Fiscal 2022 to Fiscal 2024.

PSUs are reported at target.

PSUs awards are reported at target.

All option awards granted remain outstanding and have not been exercised for value.

1 unchanged sentence

(3) Based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on June 30, 2024 of $30.04.

(4) In Fiscal 2021 and Fiscal 2023, Mr.

(4) In Fiscal 2023, Mr.

Barrenechea was granted performance stock options with vesting subject to certain performance conditions.

The amount in the table represents the grant date fair value as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted, as reported in the summary compensation table for the applicable year.

The actual value of the performance stock options represents the number of performance stock options that have vested as of June 30, 2023, that have achieved certain performance criteria as discussed in “Long-Term Equity Grants to CEO” below.

Realizable Pay Analysis Relative to Peers

The following graph demonstrates the degree of alignment between our CEO realizable pay and OpenText TSR over the last three years relative to our current industry peer group.

Companies that fall within the diagonal bar are generally viewed as peers having pay for performance alignment.

Over the three-year period, our CEO realizable pay was aligned with TSR in the bottom quartile (and below all but three of our 21 peers), positioning our CEO within the zone of realizable alignment.

This demonstrates the effectiveness of the pay for performance design of our executive compensation program as per plan design to recognize relative TSR performance.

The realizable pay analysis compares our relative TSR performance for the period of June 30, 2020 to June 30, 2023 to our current peer group for the same period, using publicly disclosed information.

Realizable pay uses the values included in “Aligning CEO Pay with Shareholders’ Interests” table above.

Our Compensation Program

We believe that transparent, objective and easily verifiable corporate goals play an important role in creating and maintaining an effective compensation strategy for our Named Executive Officers.

Our objective is to facilitate an increase in shareholder value, over the longer term, through the achievement of these corporate goals under the leadership of our Named Executive Officers working in conjunction with all of our valued employees.

The actual value realizable of the performance stock options represents the number of performance stock options that have vested as of June 30, 2024, and that have achieved certain performance criteria as discussed in “Long-Term Equity Grants to CEO” in Item 11 of our Annual Report on Form 10-K for Fiscal 2023.

Alignment of Realizable Pay and TSR Performance

The following graph demonstrates the degree of alignment between our CEO’s realizable pay and our TSR over the last three years relative to our Fiscal 2024 peer group.

The higher each company is shown on the chart below demonstrates the higher degree of alignment between 3-year TSR and Realizable Pay versus our peers.

Alignment was calculated based on the variance between the percentile ranking of 3-year TSR and Realizable Pay as compared to our peers, with the smallest variance being positioned highest on the graph.

As shown below, OpenText’s alignment is positioned in the top quartile, which demonstrates the effectiveness of the pay for performance design of our executive compensation program, as the pay our CEO may realize is strongly aligned to our TSR performance.

Section VI - Elements of Our Compensation Program

We use a combination of fixed and variable compensation to motivate our executive officers to achieve our corporate goals.

For Fiscal 2023, the basic components of our executive officer compensation program were:

• Short-term incentives;

• Long-term incentives.

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation “at risk.” Compensation that is “at risk” means compensation that may or may not be paid to an executive officer depending on whether the Company and such executive officer is able to meet or exceed applicable performance targets.

Short-term incentives and long-term incentives meet this definition of compensation which is at risk, and long-term incentives are an additional incentive used to promote the creation of longer-term shareholder value.

In general, the greater the executive officer’s influence upon our financial or operational results, the higher is the “at risk” portion of the executive officer’s compensation.

The Board and the Compensation Committee have broad discretion to make positive or negative adjustments if it considers them to be reasonably appropriate.

Discretion may, from time to time, be applied in order to avoid unintended windfalls or penalties for plan participants.

Events that might warrant such discretionary adjustments include, but are not limited to, terrorism, political unrest, war, pandemics and natural disasters.

No such discretion was applied to the variable cash incentive payouts nor long-term incentive payouts during Fiscal 2023.

The Compensation Committee annually considers the percentage of each Named Executive Officer’s total compensation that is “at risk” depending on the Named Executive Officer’s responsibilities and objectives.

The chart below provides the approximate percentage of target total compensation, reflective of the compensation adjustments discussed above, provided to each Named Executive Officer that was either fixed pay or “at risk” for Fiscal 2023:

Named Executive Officer Fixed Pay

The basic components of our executive officer compensation program are:

• Base salary (fixed);

• Short-term incentives (variable);

• Long-term incentives (variable).

To ensure alignment of the interests of our executive officers with the interests of our shareholders, our executive officers have a significant proportion of compensation that is variable or “at risk.” Compensation that is “at risk” means compensation that may or may not be paid to an executive officer depending on whether the Company and such executive officer is able to meet or exceed applicable performance targets.

The Talent and Compensation Committee annually considers the percentage of each NEO’s total compensation that is “at risk” depending on the NEO’s responsibilities and objectives.

Named Executive Officer

(“Not At Risk”) Short-Term

4 unchanged sentences

Madhu Ranganathan 16% 21% 63%

Simon Harrison 22% 21% 57%

Todd Cione (1)

Paul Duggan 17% 24% 59%

Muhi Majzoub 17% 23% 60%

Simon Harrison 17% 24% 59%

______________________

Cione’s values are based on annual target compensation as Mr.

Cione joined the Company in April 2024.

Cione’s targets are excluded from the graph above

The base salary review for each NEO considers factors such as current competitive market conditions and the individual’s particular skills (such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance).

Named Executive Officer

Fiscal 2023 Base Salary

Fiscal 2024 Base Salary

Base Salary Change from Fiscal 2023 to Fiscal 2024 (in %)

Barrenechea $950,000 $950,000 —%

Madhu Ranganathan $688,750 $775,000 13%

Todd Cione N/A $155,966 N/A

Paul Duggan $575,000 $650,000 13%

Fixed pay includes:

• Base salary;

• Perquisites;

• Other benefits.

The base salary review for each Named Executive Officer considers factors such as current competitive market conditions and the individual’s particular skills (such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance).

The Compensation Committee obtains information regarding competitive market conditions through the assistance of management and our compensation consultants.

For details on our benchmarking process, see “Competitive Compensation” and “Peer Group” above.

Our Named Executive Officers receive a minimal amount of non-cash compensation in the form of executive perquisites.

In order to remain competitive in the marketplace, our Named Executive Officers are entitled to some limited benefits that are not otherwise available to all of our employees, including:

• An annual executive medical physical examination;

• An annual allowance to reimburse expenses to a pre-defined maximum related to financial planning, tax preparation or club memberships.

Other Benefits

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

• Medical health insurance;

• Dental insurance;

• Life insurance;

• Tax-based retirement savings plans matching contributions.

Muhi Majzoub $562,500 $600,000 7%

Simon Harrison $575,000 $650,000 13%

Short-Term Incentives

In Fiscal 2023, all of our Named Executive Officers participated in our short-term incentive plan, which is designed to motivate achievement of our short-term corporate goals.

In Fiscal 2024, all of our NEOs, with the exception of Mr.

Cione, participated in our STI plan, which is designed to motivate achievement of our short-term corporate goals.

Cione joined the Company in April 2024.

See below for the treatment of Mr.

Cione’s STI award for Fiscal 2024.

These short-term corporate goals are typically derived from our annual business plan which is prepared by management and approved by the Board at the start of the fiscal year.

Awards made under the short-term incentive plan are made using cash only.

The amount of the short-term incentive payable to each Named Executive Officer, in general, is based on the attainment of pre-established quantitative corporate objectives related to improving shareholder and company value, as applicable, which

are reviewed and approved by the Compensation Committee and the Board.

Barrenechea, Mrs.

Ranganathan and Mr.

Majzoub’s objectives consist of worldwide revenues, AOI and the MF SPIP.

Worldwide revenues are derived from the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

Worldwide revenues are an important metric for measuring our growth and profitability to help us to assess our Named Executive Officers’ performance.

AOI, which is intended to reflect the operational effectiveness of our leadership by showing our ability to generate profits from our operational activities, is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense.

AOI is also adjusted to remove the impact of foreign exchange.

Due to his responsibilities as Executive Vice President, Enterprise Sales, Mr.

Harrison’s objectives consist of enterprise license revenue, first year maintenance (FYM), cloud new contract value (NCV), Enterprise professional services revenue (PS) primarily within North America and EMEA and AOI and MF SPIP.

Enterprise license revenues are a component of “License” revenue line of our audited income statement.

FYM is allocated for the first annual term of maintenance as invoiced for new license deals, which is a component of our “Customer support” revenue line of our audited income statement.

NCV is the total projected commissionable incremental revenue in a signed and written agreement between the Company and its customer.

It represents the minimum amount of new revenue that we expect to receive from a contract.

For the purposes of calculating the achievement of this performance objective, we consider only NCV that is derived from new business.

Enterprise PS revenues are a component of our “Professional Services and Other” line of our audited income statement.

In Fiscal 2023, Mr.

Duggan held the role of Executive Vice President, Worldwide Renewals from July 2022 through December 2022.

Due to his responsibilities in this role, Mr.

Duggan’s objectives consisted of team cloud revenue and customer support revenue and AOI for this time period.

Duggan transitioned to the role of Executive Vice President, Chief Customer Officer in January 2023.

Due to his responsibilities as Executive Vice President, Chief Customer Officer, Mr.

Duggan’s objectives changed and consist of team cloud revenue, customer support revenue, and the addition of enterprise professional services revenue (PS) and AOI.

Team cloud revenues are a component of “Cloud services and subscriptions” revenue line of our audited income statement and customer support revenues are a component of our “Customer support” revenue line of our audited income statement, and enterprise professional services revenues are a component of our “Professional Services” revenue line of our audited income statement.

Duggan objectives also included the MF SPIP.

For Fiscal 2023, the following table illustrates the total short-term target awards, excluding the MF SPIP, for each Named Executive Officer, along with the associated weighting of the related performance measures.

Named Executive Officer Total Target

Award Worldwide Revenues Enterprise License, FYM, NCV and PS Revenue Team Cloud, Customer Support and PS Revenue Worldwide Adjusted Operating Income

Awards made under the STI plan are made using cash only.

The executive STI plan for Fiscal 2024 was based on the following metrics:

Worldwide Revenues, Annual Operating Income (AOI) as well as Micro Focus Revenues.

Micro Focus Revenue was an additional metric introduced in Fiscal 2023 and continues into Fiscal 2024.

The strong revenue orientation of the metrics was directly aligned to our business strategy reflecting our focus, following the Micro Focus acquisition, on organic growth, in addition to the key objective of quickly changing the trajectory of revenues from Micro Focus products.

The budget and STI goals for Fiscal 2024 included the assumption that the AMC business would be contributing to performance for the entire year because there was no prior expectation that the business would be divested during Fiscal 2024.

The divestiture of the AMC business occurred in the fourth quarter of the fiscal year, after it had contributed to the STI performance for three quarters.

The Talent and Compensation Committee decided to assume that the AMC business’s revenue and AOI contributed to the fourth quarter STI performance “at budget” rather than reset the goals to account for the divestiture of the AMC business.

The assumption that the AMC business performed at the original budgeted level during the April, May and June STI period was generally consistent with its results during the first three fiscal quarters, and the AMC business’s revenue performance was tracking above target in advance of the divestiture.

For Fiscal 2024, the following table shows the target short-term award for each NEO, along with the associated weighting of the related performance measures for each (weightings are slightly different to reflect individual differences in accountability).

Named Executive Officer (1)

Award Worldwide Revenues (2)

Worldwide Adjusted Operating Income (3)

Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings (4)

Team Cloud, Customer Support Revenue and Enterprise PS Bookings (5)

Micro Focus Revenue (6)

Barrenechea $ 2,015,000 35% 35% N/A N/A 30 %

Madhu Ranganathan $ 1,025,000 38% 38% N/A N/A 24 %

Simon Harrison $ 550,000 N/A 70% N/A 30%

Muhi Majzoub $ 550,000 50% N/A N/A 50%

Paul Duggan $ 900,000 N/A 22% N/A 50% 28 %

Muhi Majzoub $ 850,000 35% 35% N/A N/A 30 %

Simon Harrison $ 900,000 N/A 22% 50% N/A 28 %

______________________

Duggan transitioned from the role of Executive Vice President, Worldwide Renewals to Executive Vice President, Chief Customer Officer in January 2023.

For Fiscal 2023, team cloud and customer support revenue were performance measures from July 2022 through December 2022 and team cloud, customer support and PS revenue were performance measures from January 2023 through June 2023.

Therefore, total short-term awards were prorated in accordance with the associated weighting in the table above.

For the short-term incentive award amounts that would be earned at each of threshold, target and maximum levels of performance, see “Grants of Plan-Based Awards for Fiscal 2023” below.

For each performance measure noted above, the Compensation Committee approves the total target award eligible to be earned by a Named Executive Officer, and the Board applies a threshold and target level of performance.

Where applicable, the Board also applies an objective formula for determining the percentage payout under awards for levels of performance above and below threshold and target.

To the extent the performance goal is exceeded, the award will be proportionately greater.

The threshold and target levels and payout formula are set forth below as well as actual performance and payouts as a percentage of targets achieved in Fiscal 2023.

The Fiscal 2023 performance goal for worldwide adjusted operating income was set slightly below actual performance in Fiscal 2022 as a result of our long-term strategic plan to increase organic growth through an $80 million investment in research and development and sales and marketing.

Without this strategic investment, which increased expenses and resulted in a reduction in the AOI target, the AOI goal would have been flat compared to the prior year actual results (excluding foreign currency headwinds for revenue).

The table below illustrates the percentage of the target awards paid to our Named Executive Officers in accordance with our actual results achieved during Fiscal 2023, with pre-established plan adjustments to remove the impact of foreign exchange as compared to plan (i.e.

use of budgeted foreign exchange rates), which are outside of the control of the executives.

Objectives (in millions) Threshold

Target Target Fiscal 2023

% Target Actually Achieved % of Payment per Fiscal 2023 Payout Table

(1) This table includes all NEOs other than Mr.

Cione, as Mr.

Cione joined the Company in April 2024.

See below for treatment of Mr.

Cione’s STI award for Fiscal 2024.

(2) Worldwide revenues are derived from the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

(3) AOI is a non-GAAP measure intended to reflect the operational effectiveness of our leadership by showing our ability to generate profits from our operational activities, and to manage the costs associated with our worldwide revenues.

AOI is calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense.

AOI is also adjusted to remove the impact of foreign exchange.

(4) Enterprise license revenues are a component of “License” revenue line of our audited income statement.

First year maintenance (FYM) is allocated for the first annual term of maintenance as invoiced for new license deals, which is a component of our “Customer support” revenue line of our audited income statement.

Enterprise cloud bookings is the total value from cloud services and subscription contracts entered into in the period that is new, committed and incremental to our existing contracts, entered into with our enterprise-based customers.

Enterprise professional services (PS) bookings are the total value from Enterprise PS contracts entered into the period that is new, committed and incremental to our existing contracts.

(5) Team cloud revenues are a component of “Cloud services and subscriptions” revenue line of our audited income statement and customer support revenues are a component of our “Customer support” revenue line of our audited income statement, and Enterprise PS Bookings are the total value from Enterprise PS contracts entered into the period that is new, committed and incremental to our existing contracts.

(6) Micro Focus revenues are included within the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

This is an important metric for measuring the stabilization of the Micro Focus business.

For the STI award amounts that would be earned at each of threshold, target and maximum levels of performance, see “Grants of Plan-Based Awards for Fiscal 2024” below.

For each performance measure noted above, the Talent and Compensation Committee approves the target award eligible to be earned by an NEO.

The Board also sets a minimum performance threshold (most worldwide performance measures require attainment of at least 90% of the goal), a target performance level and a maximum performance level.

Where applicable, the Board also creates an objective formula for determining the percentage STI payout for performance above and below the performance target (with performance below threshold funding no STI award).

To the extent the performance goal is exceeded, the award will be proportionately greater, up to the maximum performance level.

The threshold, target and maximum levels and payout formula are set forth below, as well as actual performance and payouts as a percentage of targets achieved in Fiscal 2024.

The Fiscal 2024 performance goals for all measures were set above Fiscal 2023 performance goals because our strategic mandate is to grow the business.

The STI performance goals and measurement of the final levels include pre-established plan adjustments that remove the impact of foreign exchange as compared to the original budget because performance due to rising or falling foreign currency exchange rates is viewed as outside of the control of the executives.

Objectives (in millions) Fiscal

Fiscal 2024 % Target Actually Achieved

% of Payment per Fiscal 2024 Payout Table

Worldwide Revenues $ 3,558 $ 5,380 $ 5,978 $ 6,098 $ 5,876 98 % 85 %

Enterprise License, FYM, NCV and PS Revenue $ 968 $ 1,076 $ 964 90 % 15 %

Team Cloud, Customer Support and PS Revenue $ 2,495 $ 2,772 $ 2,804 101 % 158 %

Worldwide Adjusted Operating Income $ 1,076 $ 1,774 $ 1,971 $ 2,010 $ 1,914 97 % 70 %

Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings $ 2,772 $ 1,368 $ 1,520 $ 1,550 $ 1,434 94 % 55 %

Team Cloud, Customer Support Revenue and Enterprise PS Bookings $ 1,130 $ 4,000 $ 4,444 $ 4,533 $ 4,511 102 % 176 %

Micro Focus Revenues $ 900 $ 2,162 $ 2,300 $ 2,346 $ 2,297 100 % 100 %

Payment Scale for 2024 Worldwide Revenues, Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings, Team Cloud and Customer Support Revenue, and PS Enterprise Bookings, and Worldwide Adjusted Operating Income

% Attainment % Payment % Attainment % Payment

0 - 89% —% 100.0% 100%

90 - 91% 15% 100.5% 125%

(1) This is a non-GAAP measure, calculated as total revenues less the total cost of revenues and operating expenses excluding amortization of intangible assets, special charges and stock-based compensation expense.

In Fiscal 2023, we achieved 99% of our worldwide revenue target;

90% of our enterprise license, FYM, NCV and PS revenue;

101% of our team cloud, customer support and PS revenue;

and 100% of our AOI target.

The table below illustrates under the “% Attainment” column that an achievement of 99% of target for the worldwide revenue performance criteria results in an award payment of 85% of the target award amount;

an achievement of 90% of target for the enterprise license, FYM, NCV and PS revenue performance criteria results in an award payment of 15% of the target award amount;

an achievement of 101% of target for the team cloud, customer support and PS revenue performance criteria results in an award payment of 158%;

and an achievement of 100% of target for the AOI performance criterion results in an award payment of 100% of the target award amount.

Our short-term incentive payout structure illustrated below is asymmetrical with the maximum attainment of 102%, resulting in a 200% payout, because this provides an incentive for significant revenue and AOI growth for the Company.

For example, in Fiscal 2023, if revenues and AOI achieved the maximum attainment of 102%, it would have equated to $3.7 million in additional short-term incentive payouts for our CEO and other Named Executive Officers but would have also resulted in approximately an additional $71 million in revenues and $23 million in AOI for OpenText and its shareholders.

Worldwide Revenues, Enterprise License, FYM, NCV and PS Revenue, Team Cloud and Customer Support Revenue, Team Cloud, Customer Support, and PS Revenue and Worldwide Adjusted Operating Income - Attainment and Corresponding Payment

% Attainment % Payment % Attainment % Payment

92 - 93% 40% 101.0% 150%

94 - 95% 55% 101.5% 175%

96 - 97% 70% 102% and above 200% cap

Formula when performance is above-target:

Actual / Target = % of Attainment

(Linear x25% earnout for every 0.5% by which performance attainment is over 100% of goal)

Micro Focus Revenue

% Attainment % Payment

94.0 - 95.9% 50%

96.0 - 104.9% 100%

105.0 - 106.9% 150%

107% and above 200% cap

Actual / Target = % of Attainment

(Linear x25 for every 0.5% over 100%)

The actual short-term incentive award earned by each Named Executive Officer for Fiscal 2023 was determined in accordance with the formulas described above and reflects the strong performance levels achieved by the Company in Fiscal 2023 related to this “at risk” compensation component.

We have set forth below for each Named Executive Officer the award amount actually paid for Fiscal 2023, and the percentage of target award amount reflected by the actual award paid, broken out by performance measure as follows:

The actual STI award earned by each NEO for Fiscal 2024 was determined in accordance with the formulas described above, without any discretionary adjustment.

We have set forth below for each NEO the award amount actually paid for Fiscal 2024, and the percentage of target award amount reflected by the actual award paid, broken out by performance measure as follows:

Performance Measure:

4 unchanged sentences

Worldwide Adjusted Operating Income $ 712,500 $ 106,875 $ 498,750 70 %

Micro Focus Revenues $ 590,000 $ 295,000 $ 590,000 100 %

Total $ 2,015,000 $ 508,750 $ 1,694,375 84 %

6 unchanged sentences

Worldwide Adjusted Operating Income $ 387,500 $ 58,125 $ 271,250 70 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 1,025,000 $ 241,250 $ 850,625 83 %

Simon Harrison

Performance Measure:

2 unchanged sentences

(% of Target)

Enterprise License, FYM, NCV and PS Revenue $ 385,000 $ 57,750 $ 57,750 15 %

Team Cloud, Customer Support Revenue and Enterprise PS Bookings $ 455,000 $ 68,250 $ 846,300 186 %

Worldwide Adjusted Operating Income $ 195,000 $ 29,250 $ 136,500 70 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 900,000 $ 222,500 $ 1,232,800 137 %

5 unchanged sentences

Worldwide Adjusted Operating Income $ 300,000 $ 45,000 $ 210,000 70 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 850,000 $ 215,000 $ 715,000 84 %

Simon Harrison

Performance Measure:

2 unchanged sentences

(% of Target)

Team Cloud, Customer Support and PS Revenue $ 385,000 $ 57,750 $ 608,300 158 %

Enterprise License Revenue, FYM, Cloud Bookings and PS Bookings $ 455,000 $ 68,250 $ 250,250 55 %

Worldwide Adjusted Operating Income $ 195,000 $ 29,250 $ 136,500 70 %

Micro Focus Revenues $ 250,000 $ 125,000 $ 250,000 100 %

Total $ 900,000 $ 222,500 $ 636,750 71 %

Micro Focus Special Performance Incentive Plan (MF SPIP)

The Fiscal 2023 short-term incentive plan performance results and targets discussed above excluded the Micro Focus results for the five-month period from February 2023 to June 2023.

No adjustment was made to the expected performance of stand-alone OpenText operations.

This was to ensure line of sight to achievement and measurement of the performance objectives set for the OpenText operations, excluding the impact of the acquisition for the fiscal year commencing July 1, 2022.

The MF SPIP was added to our compensation program to account for the Micro Focus Acquisition on January 31, 2023.

Our CEO and other Named Executive Officers increased their responsibilities while leading the larger, integrated Company after the acquisition, so their short-term target incentives relating to Micro Focus revenues for the last five months ending June 30, 2023 were adjusted.

The core worldwide incentive plan in place prior to the acquisition focused on metrics attributable to OpenText stand-alone operations, so an incremental incentive plan was introduced with a new measure tied to the immediate five-month stabilization of Micro Focus revenues for the period of February 1, 2023 to June 30, 2023.

This met the total company objectives of continued focus on delivering on the OpenText business objectives for the year while also delivering on the Micro Focus integration plan and Micro Focus customer retention.

The MF SPIP is tied to Micro Focus revenues, which is included in the “Total Revenues” line of our audited income statement with certain adjustments relating to the aging of accounts receivable.

This is an important metric for measuring the stabilization of Micro Focus revenues.

The Committee approved this program to pay $1.6 million in bonuses to our Named Executive Officers for achieving the goal of between $864 million and $944 million in Micro Focus revenue (96% and 104.9%, respectively, of $900 million target).

We achieved $978 million in Micro Focus revenues, equating to 108.6% of target, which resulted in a total of $3.2 million in bonuses paid under the MF SPIP (200% payout).

This recognized the short-term business objective of stabilizing Micro Focus’ revenue and acknowledged the increased scope of the roles of the Named Executive Officers who assumed additional accountability for the combined OpenText and Micro Focus organizations.

The amount of the MF SPIP payable to each Named Executive Officer, in general, is based on the attainment of pre-established quantitative corporate objectives which were reviewed and approved by the Compensation Committee and the Board.

The table below illustrates the percentage of the target awards related to the MF SPIP paid to our Named Executive Officers in accordance with our actual results achieved during Fiscal 2023, with adjustments to remove the impact of foreign exchange as compared to budgeted rates, which are outside of the control of the executives.

Objective (in millions) Threshold

Target Target Fiscal 2023

% Target Actually Achieved % of Payment per Fiscal 2023 Payout Table

FY23 Micro Focus Revenues for the five months ended June 30, 2023 $ 846 $ 900 $ 978 109 % 200 %

In Fiscal 2023, we achieved 108.6% of our MF SPIP target.

The table below illustrates under the “% Attainment” column that an achievement of 108.6% of target for the MF SPIP performance criteria results in an award payment of 200% of the target award amount.

FY23 Micro Focus Special Performance Incentive Plan

% Attainment % Payment

94.0 - 95.9% 50%

96.0 - 104.9% 100%

105.0 - 106.9% 150%

107% and above 200% cap

Actual / Target = % of Attainment

For Fiscal 2023, the following table illustrates the MF SPIP award amount actually paid and the percentage of target award amount represented by the actual award paid for each Named Executive Officer.

Named Executive Officer Payable at

Target Payable at

Threshold Actual

(% of Target)

Barrenechea $ 590,000 $ 295,000 $ 1,180,000 200 %

Madhu Ranganathan $ 250,000 $ 125,000 $ 500,000 200 %

Simon Harrison $ 250,000 $ 125,000 $ 500,000 200 %

Muhi Majzoub $ 250,000 $ 125,000 $ 500,000 200 %

Paul Duggan $ 250,000 $ 125,000 $ 500,000 200 %

Cione joined the Company at the start of the fourth quarter of the fiscal year.

As part of Mr.

Cione’s sign-on compensation arrangement, he was provided with an “at target” STI payment prorated for the last quarter of 2024 to ensure Mr.

Cione does not benefit from or is penalized for performance metrics that would not have reflected Mr.

Cione’s contribution to the Company during the remainder of the fiscal year.

As a result, Mr.

Cione’s at target payout in Fiscal 2024 was $167,828, based on his annual STI target of $675,000.

Any STI payouts in future years would be based on performance measures derived from our annual business plan.

New for Fiscal 2025

We recognize the importance of and engage in rigorous performance goal setting to ensure growth and profitability are aligned with our business objectives and shareholder expectations.

Factoring in the complexities of our business, on a like-for-like basis, Fiscal 2025 variable compensation performance targets will be set higher than Fiscal 2024 actual outcomes.

For Fiscal 2025, our short-term incentive payout structure was deleveraged in response to shareholder feedback.

The Fiscal 2025 STI program requires attainment of 103% and 104% for Worldwide Revenue and AOI goals, respectively, before the maximum 200% payout is earned.

The higher level of required performance is to increase the incentive to achieve significant revenue and AOI growth for the Company.

We will no longer have a separate Micro Focus Revenue measure as part of the plan now that the business is integrated.

Ambitious performance targets, combined with the deleveraged payout curve for exceeding performance targets, work together to provide significant financial results to our shareholders in return for earning the maximum 200% payout under the STI plan.

Long-Term Incentives

As with many North American software and technology companies, we have a general practice of granting variable long-term incentives to executive officers, including our Named Executive Officers.

Our long-term incentives represent a significant proportion of our Named Executive Officers’ total compensation, and its purpose is two-fold:

We incentivize our executive officers, including our NEOs, in part, with long-term compensation pursuant to our LTIP.

Our LTIP grants represent a significant proportion of our NEOs’ total compensation, and their purpose is two-fold:

(i) as a component of a competitive compensation package;

and (ii) to align the interests of our Named Executive Officers with the interests of our shareholders.

The target value of the annual grants are consistent with competitive market practice, set to ensure that annual total direct target compensation package is appropriately positioned relative to our industry peer group for each Named Executive Officers.

Grant amounts take into account the desired pay mix, competitive positioning and internal equity across our Named Executive Officers.

Vesting occurs over time, to ensure alignment with our performance over the longer term.

Usually, a very high percentage of the long-term incentive is “at risk” indicating we will not provide any compensation to the executive unless shareholders have received a positive return.

Long-Term Incentive Plans (LTIP) - General

We incentivize our executive officers, including our Named Executive Officers, in part, with long-term compensation pursuant to our LTIP.

For each LTIP grant, a target value is established by the Compensation Committee for each Named Executive Officer, except for the CEO , whose target value is established by the Board, based on competitive market practice and by the respective Named Executive Officer’s ability to influence financial or operational performance.

The performance goals and the weightings of performance goals under each LTIP are first recommended by the Compensation Committee and then approved by the Board.

and (ii) to align the interests of our NEOs with the interests of our shareholders.

For each LTIP grant, a target value is established by the Talent and Compensation Committee for each NEO, except for the CEO, whose target value is established by the Board, based on competitive market practice and by the respective NEO’s ability to influence financial or operational performance.

The target values of the annual grants are consistent with competitive market practice, set to ensure that the annual total direct target compensation packages are appropriately positioned relative to our industry peer group for each of our NEOs.

Grant amounts consider the desired pay mix, competitive position and internal equity across our NEOs.

The program is designed to ensure alignment with our performance over the longer term, with a very high percentage of the long-term incentive being “at risk”.

The performance goals and the weightings of performance goals under the LTIP are first recommended by the Talent and Compensation Committee and then approved by the Board.

Grants are generally made annually and are comprised of the components outlined in the table below.

No dividends were paid or accrued on PSUs or RSUs for grants made prior to Fiscal 2023.

For grants made during or after Fiscal 2023, when cash dividends are paid by the Company on outstanding Common Shares, the Company will credit additional dividend equivalent PSUs and RSUs to the participant’s account.

Dividend equivalent PSUs and RSUs will be subject to the same terms and conditions as the granted PSUs or RSUs, as applicable, and vest and are settled at the same time and in the same form as the PSUs or RSUs to which such dividend equivalent PSUs or RSUs relate.

Vehicle % of Total LTIP Description Vesting Payout

Performance Share Units (PSUs) 50% of LTIP target award value The value of each PSU is equivalent to one Common Share.

The number of PSUs granted is determined by converting the dollar value of the target award to PSUs, based on an average share price determined at time of Board grant.

The number of PSUs to vest will be based on the Company’s relative TSR at the end of a three-year period as compared to the TSR of companies comprising the performance peer group.

For Fiscal 2023, Relative TSR was measured against the constituents of the S&P MidCap400 Software and Services Index and for Fiscal 2024, Relative TSR will be measured against the constituents of the NASDAQ Composite Index.

Cliff vesting in the third year following the determination by the Board that the performance criteria have been met.

Once vested, units will be settled in either Common Shares or cash, at the discretion of the Board.

We expect to settle these awards in Common Shares.

Restricted Share Units (RSUs) 25% of LTIP target award value The value of each RSU is equivalent to one Common Share.

The number of RSUs granted is determined by converting the dollar value of the target award to RSUs, based on an average share price determined at time of Board grant.

Cliff vesting, generally three years after grant date.

Once vested, units will be settled in either Common Shares or cash, at the discretion of the Board.

We expect to settle these awards in Common Shares.

Stock Options 25% of LTIP target award value The dollar value of the target award is converted to a number of options using a Black-Scholes model.

The exercise price is equal to the closing price of our Common Shares on the trading day preceding the date of grant.

Vesting is typically 25% on each of the first four anniversaries of grant date.

Vehicle Vesting

Performance Share Units (PSUs) All NEOs:

Cliff vesting in the third year following the determination by the Board that the performance criteria have been met for the rTSR metric.

NEOs excluding CEO Organic Growth Metric:

Cliff vesting in the second year following the determination by the Board that the performance criteria have been met for the organic growth operating financial performance metric.

Restricted Share Units (RSUs) Vesting is annually in equal amounts on each of the first three anniversaries of grant date.

Stock Options Vesting is 25% on each of the first four anniversaries of grant date.

Options expire seven years after the grant date.

Once vested, participants may exercise options for Common Shares.

______________________

(1) The number of PSUs to vest will be based on the Company’s rTSR at the end of a three-year period as compared to the TSR of the constituents of the NASDAQ Composite Index.

Once vested, PSUs and RSUs will be settled in either Common Shares or cash, at the discretion of the Board.

Once vested, stock options may be exercised for Common Shares.

Payouts under LTIP grants:

• May be subject to certain limitations in the event of early termination of employment or change in control of the Company;

• Are subject to mandatory repayment or “claw-back” in the event of fraud, willful misconduct or gross negligence by an employee, including a Named Executive Officer, affecting the financial performance or financial statements of the Company or the price of our Common Shares.

Grants made in Fiscal 2023 under the LTIP were granted on August 8, 2022 with the goal of measuring performance over a three-year period (from July 1, 2022 to September 15, 2025).

The table below illustrates the target value of each element under the LTIP for each Named Executive Officer.

Named Executive Officer Performance Share Units Value Restricted Share Units Value Stock Options Value Total

Barrenechea $ 5,000,000 $ 2,500,000 $ 2,500,000 $ 10,000,000

Madhu Ranganathan $ 1,100,000 $ 550,000 $ 550,000 $ 2,200,000

Simon Harrison $ 742,500 $ 371,250 $ 371,250 $ 1,485,000

Muhi Majzoub $ 742,500 $ 371,250 $ 371,250 $ 1,485,000

Paul Duggan $ 500,000 $ 250,000 $ 250,000 $ 1,000,000

The LTIP is an annual program.

For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the relevant year.

With respect to our PSUs, we used relative TSR to benchmark the Company’s performance against the performance of the corporations comprising the constituents of the S&P Mid Cap 400 Software & Services Index for the Fiscal 2023 award.

The S&P Mid Cap 400 Software & Services Index is comprised of a subset of software and services companies of the S&P Mid Cap 400, which consists of 400 U.S.

public companies with market capitalization of $1.4 billion to $17.8 billion and is a measure of the performance of mid-sized companies.

Relative TSR is the sole measure for each Named Executive Officer’s performance over the relevant three-year period with respect to PSUs.

PSUs granted for Fiscal 2024 will include a Relative TSR metric as part of their long-term incentive plan design.

Relative TSR will be calculated in comparison to the NASDAQ Composite Index which correlates better to our own market movement.

The NASDAQ Composite Index will replace the previous index for the Fiscal 2024 grant.

This change reflects our new size and scope of operations as a result of the Micro Focus Acquisition while providing for a larger peer group reflecting a wide range of shareholder alternatives for investment choices.

If the Company’s cumulative Relative TSR, compared to the cumulative TSR of the Index is:

Then the percentage of the PSU target award that will be paid out will be:

• Are subject to the clawback policy (the “Clawback Policy”) we adopted in 2023 in accordance with SEC rules and NASDAQ listing standards and in line with market practice.

The Clawback Policy mandates the recovery of certain erroneously paid incentive-based compensation that may be received by our executive officers on or after October 2, 2023, if we have a qualifying financial restatement during the three completed fiscal years immediately preceding the fiscal year in which a financial restatement determination is made, subject to limited exceptions.

Recovery is required regardless of whether the executive officer was involved in the preparation of the relevant financial statements;

• For grants made on or after Fiscal 2023, when cash dividends are paid by the Company on outstanding Common Shares, the Company will credit additional dividend equivalent PSUs and RSUs to the participant’s account.

The dividend equivalents for PSUs are only credited for shares earned under the PSU program.

LTIP - PSU Grants in 2024

In Fiscal 2024, we maintained our practice of providing PSUs aligned with a rTSR metric for all NEOs.

Starting with the Fiscal 2024 grants, we will use rTSR to benchmark our performance against the three-year TSR of the constituents of the NASDAQ Composite Index.

The composition of the NASDAQ Composite Index is heavily weighted towards companies in the information technology sector, which reflects similar alternate investments for our shareholders.

Relative TSR Compared to NASDAQ Composite Index Constituents:

Below 25 th percentile

2 unchanged sentences

80 th percentile

Any target percentile achieved between 25 th and 80 th percentile will be interpolated to determine a payout that can range from 50% to 200% of the target award.

External benchmarking shows that the threshold of the 25 th percentile with a 50% payout, is the majority practice among our peer group.

The amounts that may be realized for PSU awards are as follows, calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2023, and applied to the number of PSUs granted to the Named Executive Officers on August 8, 2022, based on the levels of achievement disclosed above.

See “Grants of Plan-Based Awards in Fiscal 2023” for the number of PSUs granted in Fiscal 2023.

LTIP PSUs value as of June 30, 2023

Named Executive Officer 50% Payout

We closely reviewed the LTIP award levels of our NEOs.

Recognizing that the LTIP grant values for NEOs other than our CEO were below market peer companies, we increased their LTIP grant values to raise their target compensation to a level closer to the median.

This increase in grant value was achieved by adding a PSU component tied to an organic growth two-year operating metric, strengthening the link between compensation and our multi-year internal financial goals.

This addition balanced clear line of sight to performance results with our objective to retain key executives through a competitive pay package.

The mix of stock options, PSUs and RSUs tied to one-, two-, three- and four-year vesting time horizons, has been used to solidify our retention objectives for an executive team that is critical to our business growth, scale and transformation.

Our CEO’s annual LTIP grant is positioned 15% below the median of our selected peer group and deemed an appropriate level.

As such, we did not modify our CEO’s pay for performance or grant levels.

We also recognize that our CEO has other

outstanding performance-based equity from previous years.

As such, our CEO’s awards are appropriately aligned with the rest of our NEOs, resulting in greater internal compensation equity.

Our CEO’s target long-term incentive compensation decreased by 45%, due to the fact that he was not provided with a one-time LTIP grant and his regular annual Fiscal 2024 LTIP award value was kept flat to Fiscal 2023.

As noted above, Todd Cione joined the Company at the start of the fourth quarter of Fiscal 2024.

Cione was provided with grants for two of the in-progress LTIPs on a pro-rata basis.

These grants were provided to incent Mr.

Cione to join the organization and are a component of his compensation package that will immediately align his interests with the interests of our shareholders.

The LTIP grant that vests in Fiscal 2025 was prorated 47% of target ($1.6 million) and the LTIP grant that vests in Fiscal 2026 at 79% of target ($2.8 million).

The fair value of PSUs was at least 50% of the equity value for NEOs.

Named Executive Officer Performance Share Units Value Restricted Share Units Value

Stock Options Value Total

Organic Growth Acceleration Program PSU

Barrenechea $ 5,000,000 $ — $ 2,500,000 $ 2,500,000 $ 10,000,000

Madhu Ranganathan $ 1,235,000 $ 600,000 $ 617,500 $ 617,500 $ 3,070,000

Simon Harrison $ 391,339 $ 782,677 $ 1,565,354

Muhi Majzoub $ 391,339 $ 782,677 $ 1,565,354

Todd Cione $ 1,382,500 $ — $ 691,250 $ 691,250 $ 2,765,000

Paul Duggan $ 792,500 $ 600,000 $ 396,250 $ 396,250 $ 2,185,000

RSUs vest after three years and do not have any specific performance-based vesting criteria.

Provided the eligible employee remains employed throughout the vesting period, all RSUs granted will become vested RSUs at the end of the three year period.

The following RSU award values have been calculated based on the market price of our Common Shares on the NASDAQ as of June 30, 2023, and applied to the number of RSUs granted to the Named Executive Officers on August 8, 2022.

See “Grants of Plan-Based Awards in Fiscal 2023” for the number of RSUs granted in Fiscal 2023.

Named Executive Officer Value as of June 30, 2023

Barrenechea $ 2,635,558

Madhu Ranganathan $ 579,830

Simon Harrison $ 391,567

Muhi Majzoub $ 792,500 $ 600,000 $ 396,250 $ 396,250 $ 2,185,000

Paul Duggan $ 263,593

Simon Harrison $ 792,500 $ 600,000 $ 396,250 $ 396,250 $ 2,185,000

For details of our previous LTIPs, see Item 11 of our Annual Report on Form 10-K for the relevant year.

LTIP - PSU Vesting in 2024

Relative TSR PSUs granted in Fiscal 2022 were eligible to vest during Fiscal 2024 based on rTSR versus the relevant index over their three-year performance period.

The threshold rTSR of 25th percentile was not achieved and no PSUs were earned under this grant.

The RSUs do not have any specific performance-based vesting criteria and are to reward employment retention during the three-year vesting period and value through share price appreciations over time.

LTIP - Stock Options

The stock options granted in connection with the annual LTIP program vest over four years, do not have any specific performance-based vesting criteria and, if not exercised, expire after seven years.

Our Named Executive Officers will realize value on these stock options only if there is future OpenText share price appreciation from the date of grant.

For a discussion of the assumptions used in the valuation of stock options, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

With respect to stock option grants, the Board will determine the following, based upon the recommendation of the Compensation Committee:

the executive officers entitled to participate in our stock option plan, the number of options to be granted, and any other material terms and conditions of the stock option grant.

The stock options granted in connection with the annual LTIP vest over four years and are only valuable if the stock price increases during their seven-year life.

With respect to stock option grants, the Board will determine the following, based upon the recommendation of the Talent and Compensation Committee:

the executive officers entitled to participate in our stock option plan;

the number of options to be granted;

and any other material terms and conditions of the stock option grant.

All stock option grants, whether part of the LTIP or granted separately for new hires, promotions, retention or other reasons, are governed by our stock option plans.

1 unchanged sentence

For details of our Insider Trading Policy, see “Other Information with Respect to Our Compensation Program - Insider Trading Policy” below.

Other Long-Term Equity Grants

In Fiscal 2023, we made a grant of stock options to our Named Executive Officers (excluding our CEO - see “ Long-Term Equity Grants to CEO ”), following the announcement of the Micro Focus Acquisition.

The stock option grants have a four-year vesting horizon and do not begin vesting until year two.

With the increased size of the organization, which includes the Named Executive Officers leading a larger combined OpenText organization for their respective functions, the objective of the one-time grants was to retain and engage the leadership team to successfully integrate Micro Focus and execute on the combined company’s operational goals over the next two to four years in order to achieve sustainable growth and long-term shareholder value.

Long-Term Equity Grants to CEO

In connection with the Compensation Committee’s review of competitive compensation and the review of Mr.

Barrenechea’s performance, as discussed earlier under “ Compensation Decisions for Fiscal 2023 ”, on August 29, 2022, Mr.

Barrenechea was awarded a grant of performance stock options with an exercise price of $31.89, a seven-year term, and vesting subject to certain performance conditions provided that Mr.

Barrenechea remains an employee.

The grant was made after the announcement of the Micro Focus Acquisition and was in recognition of the size, importance and need to achieve the stated benefits and synergies associated with the transaction.

These performance options will vest based on the extent to which the average closing price (ACP) of the Common Shares on the NASDAQ for the trading days in any fiscal quarter commencing October 1, 2022, prior to the expiration of the options, exceeds the exercise price by a specified percentage or greater (subject to a linear interpolation for quarterly ACP between the performance levels outlined below).

Absolute share growth at target performance ($44.65 reflecting an increase of 40%) will result in 500,000 options vesting, with no options vesting below threshold performance ($38.27 reflecting an increase of 20%) and 1,000,000 options vesting if maximum performance is achieved ($51.02 reflecting an increase of 60%).

No more than 1,000,000 performance options (2x target) may vest under the award.

ACP Increase (%) Illustrative ACP ($)

Aggregate Number of Options to Vest

Threshold (20%) $38.27 200,000

30% $41.46 350,000

Target (40%) $44.65 500,000

50% $47.84 750,000

Maximum (60%) $51.02 1,000,000

To the extent that any performance options vest during the first five-year period, the options (or the underlying Common Shares upon exercise) must be held by Mr.

Barrenechea until the earlier of the fifth anniversary of the date of grant and the date he ceases to be an employee.

Any performance options that vest may be exercised by Mr.

Barrenechea during this five-year period, provided that the Common Shares acquired on exercise, net of a number of Common Shares that may be sold by Mr.

Barrenechea to fund the exercise price and any income taxes payable as a result of such exercise, must be held by Mr.

Barrenechea for this same period.

New for Fiscal 2025

For Fiscal 2025, we have adjusted the rTSR measure within the PSU plan to require higher performance in order to earn a target payout.

New rTSR PSUs in Fiscal 2025 are earned at target only for above-median rTSR performance.

The target is earned for 55 th percentile rTSR performance to ensure we hold ourselves to a high standard of over-achievement.

rTSR vs Index Constituents:

PSUs Earned as % Target:

Below 20th percentile 0%

20th percentile 50%

50th percentile 97.5%

55th percentile 100%

75th percentile 200%

Further, the vesting for the rTSR PSUs granted in Fiscal 2025 will only accelerate in the event of a change of control for the number of shares earned based on actual (rTSR) performance compared to the NASDAQ Composite Index.

Section VII - Other Elements of Our Compensation Program

Executive Change in Control and Severance Benefits

Our severance benefit agreements are designed to provide reasonable compensation to departing senior executive officers under certain circumstances.

While we do not believe that the severance benefits would be a determinative factor in a senior

executive’s decision to join or remain with the Company, the absence of such benefits, we believe, would present a distinct competitive disadvantage in the market for talented executive officers.

While we do not believe that the severance benefits would be a determinative factor in a senior executive’s decision to join or remain with the Company, the absence of such benefits, we believe, would present a distinct competitive disadvantage in the market for talented executive officers.

Furthermore, we believe that it is important to set forth the benefits payable in triggering circumstances in advance to avoid future disputes or litigation.

1 unchanged sentence

We have structured our senior executive officers’ change in control benefits as “double trigger” benefits, meaning that the benefits are paid only in the event of, first, a change in control transaction, and second, a change in relationship between the Company and the senior executive officer within one year after the transaction.

These benefits attempt to provide an incentive to our senior executive officers to remain employed with the Company in the event of such a transaction.

Other Information with Respect to Our Compensation Program

These benefits are intended to incentivize our senior executive officers to remain employed with the Company in such a transaction.

Our NEOs receive a minimal amount of non-cash compensation in the form of executive perquisites.

To remain competitive in the marketplace, our NEOs are entitled to some limited benefits that are not otherwise available to all our employees, including:

• An annual executive medical physical examination;

• An annual allowance to reimburse expenses to a pre-defined maximum related to financial planning, tax preparation or club memberships.

Other Benefits

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

• Medical health insurance;

• Dental insurance;

• Life insurance;

• Tax-based retirement savings plans matching contributions.

Pension Plans

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

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

Share Ownership Guidelines

We currently have equity ownership guidelines (Share Ownership Guidelines), the objective of which is to encourage our senior management, including our Named Executive Officers, and our directors to buy and hold Common Shares in the Company based upon an investment target.

We currently have equity ownership guidelines (Share Ownership Guidelines), the objective of which is to encourage our senior management, including our NEOs, and our directors to buy and hold Common Shares in the Company based upon an investment target.

We believe that the Share Ownership Guidelines help align the financial interests of our senior management team and directors with the financial interests of our shareholders.

In Fiscal 2024, we updated our CEO’s equity ownership guidelines to further strengthen the alignment between our key executive and the long-term performance of the Company.

The equity ownership levels are as follows:

2 unchanged sentences

Non-management director 5x annual retainer

For purposes of the Share Ownership Guidelines, individuals are deemed to hold all securities over which he or she is the registered or beneficial owner thereof under the rules of Section 13(d) of the Exchange Act through any contract, arrangement, understanding, relationship or otherwise in which such person has or shares:

For purposes of the Share Ownership Guidelines, individuals are deemed to hold all securities over which they are the registered or beneficial owner thereof under the rules of Section 13(d) of the Exchange Act through any 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;

1 unchanged sentence

Also, Common Shares will be valued at the greater of their book value (i.e., purchase price) or the current market value.

On an annual basis, the Compensation Committee reviews the recommended ownership levels under the Share Ownership Guidelines and the compliance by our executive officers and directors with the Share Ownership Guidelines.

The Board originally implemented the Share Ownership Guidelines in October 2009 and recommends that equity ownership levels be achieved within five years of becoming a member of the executive leadership team, including Named Executive Officers.

On an annual basis, the Talent and Compensation Committee reviews the recommended ownership levels under the Share Ownership Guidelines and the compliance by our executive officers and directors with the Share Ownership Guidelines.

The Board also recommends that the executive leadership team retain their ownership levels for as long as they remain members of the executive leadership team.

Named Executive Officers

Named Executive Officers may achieve these Share Ownership Guidelines through the exercise of stock option awards, Common Shares received as a result of vested RSUs or PSUs, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares.

Until the Share Ownership Guidelines are met, it is recommended that a Named Executive Officer retain a portion of any stock option exercise or LTIP award in Common Shares to contribute to the achievement of the Share Ownership Guidelines.

NEOs may achieve the Share Ownership Guidelines through the exercise of stock option awards for Common Shares, Common Shares received as a result of vested RSUs or PSUs, purchases under the OpenText Employee Stock Purchase Plan (ESPP), through open market purchases made in compliance with applicable securities laws or through any equity plan(s) we may adopt from time to time providing for the acquisition of Common Shares.

Until the Share Ownership Guidelines are met, it is recommended that an NEO retain a portion of any stock option exercise or LTIP award in Common Shares to contribute to the achievement of the Share Ownership Guidelines.

Common Shares issuable pursuant to the unexercised options are not counted towards meeting the equity ownership target.

All Named Executive Officers had complied with the Share Ownership Guidelines for Fiscal 2023.

However, due to increases in responsibilities and related compensation in Fiscal 2023, Mr.

Duggan is currently below the requirements of the Share Ownership Guidelines and expects to be compliant in Fiscal 2024.

With respect to non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines.

The Company currently has a Directors’ Deferred Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of his or her retainer and/or fees in the form of common stock equivalents.

As of the date of this Annual Report on Form 10-K, all non-management directors, have

exceeded the Share Ownership Guidelines applicable to them, which is five times their annual retainer.

All NEOs are in compliance with the Share Ownership Guidelines applicable to them for Fiscal 2024, with Mr.

Duggan and Mr.

Cione having until 2026 and 2029, respectively, to reach their applicable equity ownership guidelines.

Regarding non-management directors, both Common Shares and deferred stock units (DSUs) are counted towards the achievement of the Share Ownership Guidelines.

The Company currently has a Directors’ Deferred Share Unit Plan (DSU Plan), whereby any non-management director of the Company may elect to defer all or part of their retainer and/or fees in the form of common stock equivalents.

As of the date of the Circular, all non-management directors, as applicable to them, are in compliance with the Share Ownership Guidelines.

For further details, see the table below titled “Director Compensation for Fiscal 2024.”

Insider Trading Policy

All of our employees, officers and directors, including our Named Executive Officers, are required to comply with our Insider Trading Policy.

All our employees, officers and directors, including our NEOs, are required to comply with our Insider Trading Policy.

Our Insider Trading Policy prohibits the purchase, sale or trade of our securities with the knowledge of material inside information.

In addition, our Insider Trading Policy prohibits our employees, officers and directors, including our Named Executive Officers, from, directly or indirectly, short selling any security of the Company or entering into any other arrangement that results in a gain only if the value of the Company’s securities decline in the future, selling a “call option” giving the holder an option to purchase securities of the Company, or buying a “put option” giving the holder an option to sell securities of the Company.

In addition, our Insider Trading Policy prohibits our employees, officers and directors, including our NEOs, from, directly or indirectly, short selling any security of the Company or entering into any other arrangement that results in a gain only if the value of the Company’s securities decline in the future, selling a “call option” giving the holder an option to purchase securities of the Company, or buying a “put option” giving the holder an option to sell securities of the Company.

The definition of “trading in securities” includes any derivatives-based, monetization, non-recourse loan or similar arrangement that changes the insider’s economic exposure to or interest in securities of the Company and which may not necessarily involve a sale.

1 unchanged sentence

If the Board approves the issuance of stock options during the blackout period, these stock options are not granted until the blackout period is over.

The price at which stock options are granted is not less than the closing price of the Company’s Common Shares on the trading day for the NASDAQ market immediately preceding the applicable grant date.

The price at which stock options are granted is not less than the closing price of the Company’s Common Shares on the trading day for NASDAQ immediately preceding the applicable grant date.

Summary Compensation Table

The following table sets forth summary information concerning the annual compensation of our Named Executive Officers.

The following table sets forth summary information concerning the annual compensation of our NEOs.

All numbers are rounded to the nearest dollar or whole share.

1 unchanged sentence

Barrenechea 2024 $ 950,000 — $ 9,566,165 $ 2,500,415 $ 1,694,375 $ 31,781 (5) $ 14,742,736

Vice Chair, Chief Executive Officer and Chief Technology Officer 2022 $ 950,000 — $ 9,621,323 $ 2,499,173 $ 2,850,000 $ 16,947 (8) $ 15,937,443

Vice Chair, CEO and CTO 2023 $ 950,000 — $ 9,189,844 $ 10,589,263 $ 2,498,125 $ 21,050 (6) $ 23,248,282

2022 $ 950,000 — $ 9,621,323 $ 2,499,173 $ 2,850,000 $ 16,947 (6) $ 15,937,443

Madhu Ranganathan 2024 $ 775,000 — $ 3,050,728 $ 617,568 $ 850,625 $ 10,000 (7) $ 5,303,921

Executive Vice President and Chief Financial Officer 2022 $ 600,000 — $ 1,924,114 $ 499,815 $ 1,200,000 $ — (8) $ 4,223,929

2021 $ 468,750 — $ 1,765,137 $ 1,319,658 $ 937,534 $ — (8) $ 4,491,079

Simon Harrison 2023 $ 575,000 — $ 1,364,721 $ 1,410,180 $ 722,750 $ 304,118 (10) $ 4,376,769

Executive Vice President, Enterprise Sales 2022 $ 500,000 — $ 1,298,676 $ 337,434 $ 1,000,000 $ 304,118 (10) $ 3,440,228

President, CFO and Corporate Development 2023 $ 688,750 — $ 2,021,796 $ 1,588,832 $ 1,110,500 $ — (6) $ 5,409,878

2022 $ 600,000 — $ 1,924,114 $ 499,815 $ 1,200,000 $ — (6) $ 4,223,929

Todd Cione 2024 $ 155,966 — $ 3,240,363 $ 2,780,139 $ 167,828 $ — (8) $ 6,344,296

President, Worldwide Sales 2023 N/A N/A N/A N/A N/A N/A (8) N/A

2022 N/A N/A N/A N/A N/A N/A (8) N/A

Paul Duggan 2024 $ 650,000 — $ 2,204,410 $ 396,321 $ 1,232,800 $ — (9) $ 4,483,531

President, Chief Customer Officer 2023 $ 575,000 — $ 919,134 $ 1,288,957 $ 1,273,300 $ 10,110 (10) $ 4,066,501

2022 N/A N/A N/A N/A N/A N/A (11) N/A

Muhi Majzoub 2024 $ 600,000 — $ 2,204,410 $ 396,321 $ 715,000 $ 16,307 (9) $ 3,932,038

1 unchanged sentence

2022 $ 500,000 — $ 1,298,676 $ 337,434 $ 1,000,000 $ 4,995 (6) $ 3,141,105

Paul Duggan 2023 $ 575,000 — $ 919,134 $ 1,288,957 $ 1,273,300 $ 10,110 (12) $ 4,066,501

Executive Vice President, Chief Customer Officer 2022 N/A N/A N/A N/A N/A N/A (13) N/A

2021 N/A N/A N/A N/A N/A N/A (13) N/A

Simon Harrison 2024 $ 650,000 — $ 2,204,410 $ 396,321 $ 636,750 $ 189,501 (12) $ 4,076,982

Strategic Advisor to the President, Worldwide Sales 2023 $ 575,000 — $ 1,364,721 $ 1,410,180 $ 722,750 $ 304,118 (12) $ 4,376,769

2022 $ 500,000 — $ 1,298,676 $ 337,434 $ 1,000,000 $ 304,118 (12) $ 3,440,228

(1) Amounts reflect Fiscal 2021 COVID-19 compensation adjustments, which included a base salary reduction for each of the Named Executive Officers effective May 15, 2020, and the subsequent restoration of those adjustments which became effective December 1, 2020.

See Item 11 of our Annual Report on Form 10-K for Fiscal 2021 for further details on our COVID-19 compensation adjustments.

(2) Amounts set forth in this column for Fiscal 2021 represent a special performance bonus, approved by the Board, equal to an amount equal to the reductions in their Fiscal 2020 salary and annual incentive payout made pursuant to the previously disclosed COVID-19 compensation adjustments.

A special performance bonus was paid in September 2020;

however, as it related to performance in Fiscal 2020, the bonus received by each of the Named Executive Officers was included in Fiscal 2020.

______________________

(1) The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718).

Grant date fair value may vary from the target value indicated in the table set forth above in the section “LTIP .” For a discussion of the assumptions used in these valuations, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

For the maximum value that may be received under the PSU

awards granted in Fiscal 2023 by each Named Executive Officer, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2023” table below.

For the maximum value that may be received under the PSU awards granted in Fiscal 2024 by each NEO, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2024” table below.

(2) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted.

2 unchanged sentences

Barrenechea in Fiscal 2021 and Fiscal 2023 have been reflected and valued here, assuming all performance conditions are satisfied.

Please also see “Long-Term Equity Grants to CEO” and “Grants of Plan-Based Awards in Fiscal 2023” for details of target performance value and vesting.

Also see “Long-Term Equity Grants to CEO” and “Grants of Plan-Based Awards in Fiscal 2023” in Item 11 of our Annual Report on Form 10-K for Fiscal 2023 for details of target performance value and vesting.

For a discussion of the assumptions used in this valuation, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

1 unchanged sentence

(4) Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations and (ii) tax preparation and financial advisory fees paid.

“All Other Compensation” does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.

“All Other Compensation” does not include benefits received by the NEOs which are generally available to all our salaried employees.

(5) Represents amounts we paid, reimbursed or attributed for international tax and financial planning and travel related items.

(8) For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2022 and June 30, 2021.

(9) The total value of all perquisites and personal benefits for this Named Executive Officer was less than $10,000, and, therefore, excluded.

(10) Represents amounts we paid or reimbursed for housing allowance inclusive of a related tax gross-up amount of $160,118, $160,118 and $160,118 for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

(6) For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2023 and 2022.

(7) Represents amounts we paid or reimbursed for tax, financial, and estate planning.

Cione joined the Company in April 2024.

(9) The total value of all perquisites and personal benefits for this NEO was less than $10,000, and, therefore, excluded.

(10) Represents amounts we paid or reimbursed for medical examinations and life insurance.

(13) The executive officer was not a Named Executive Officer during the fiscal year, and therefore compensation details have been excluded.

(11) The executive officer was not an NEO during the fiscal year, and therefore compensation details have been excluded.

(12) Represents amounts we paid or reimbursed for housing allowance inclusive of a related tax gross-up amount of $80,059, $160,118 and $160,118 for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

Grants of Plan-Based Awards in Fiscal 2024

The following table sets forth certain information concerning grants of awards made to each Named Executive Officer during Fiscal 2023.

The following table sets forth certain information concerning grants of awards made to each NEO during Fiscal 2024.

Estimated Future Payouts

7 unchanged sentences

Barrenechea August 7, 2023 $ 508,750 $ 2,015,000 $ 4,030,000 272,930 $ 36.79 $ 2,500,415

August 29, 2022 1,000,000 (6) $ 31.89 $ 8,090,000

Madhu Ranganathan August 7, 2023 $ 241,250 $ 1,025,000 $ 2,050,000 67,410 $ 36.79 $ 617,568

November 7, 2022 180,000 $ 26.81 $ 1,039,006

Simon Harrison August 8, 2022 $ 207,500 $ 800,000 $ 1,600,000 45,500 $ 39.09 $ 371,174

November 7, 2022 180,000 $ 26.81 $ 1,039,006

Muhi Majzoub August 8, 2022 $ 207,500 $ 800,000 $ 1,600,000 45,500 $ 39.09 $ 371,174

November 7, 2022 180,000 $ 26.81 $ 1,039,006

Todd Cione May 6, 2024 $ — $ — $ — 414,550 $ 30.25 $ 2,780,139

Paul Duggan August 7, 2023 $ 222,500 $ 900,000 $ 1,800,000 43,260 $ 36.79 $ 396,321

November 7, 2022 180,000 $ 26.81 $ 1,039,006

Muhi Majzoub August 7, 2023 $ 215,000 $ 850,000 $ 1,700,000 43,260 $ 36.79 $ 396,321

Simon Harrison August 7, 2023 $ 222,500 $ 900,000 $ 1,800,000 43,260 $ 36.79 $ 396,321

Estimated Future Payouts

6 unchanged sentences

Madhu Ranganathan August 7, 2023 15,170 30,340 60,680 15,170 $ 2,362,728

Simon Harrison August 8, 2022 9,145 18,290 36,580 9,150 $ 1,364,721

Muhi Majzoub August 8, 2022 9,145 18,290 36,580 9,150 $ 1,364,721

November 30, 2023 8,570 17,140 34,280 — $ 688,000

Todd Cione May 6, 2024 32,075 64,150 128,300 32,070 $ 3,240,363

Paul Duggan August 7, 2023 9,735 19,470 38,940 9,740 $ 1,516,410

November 30, 2023 8,570 17,140 34,280 — $ 688,000

Muhi Majzoub August 7, 2023 9,735 19,470 38,940 9,740 $ 1,516,410

November 30, 2023 8,570 17,140 34,280 — $ 688,000

Simon Harrison August 7, 2023 9,735 19,470 38,940 9,740 $ 1,516,410

November 30, 2023 8,570 17,140 34,280 — $ 688,000

______________________

(1) Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2024.

For further information, see “Compensation Discussion and Analysis - Our Compensation Program - Short-Term Incentives” above.

(2) For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives” above.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short-Term Incentives” above.

(2) For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives” above.

(3) Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, as calculated in accordance with ASC Topic 718 for the fiscal year in which the awards were granted.

1 unchanged sentence

(4) Represents the threshold, target and maximum estimated payouts under our LTIP PSUs for all Named Executive Officers.

For further information, see “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - LTIP” and Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Equity Grants to CEO” above.

(4) Represents the threshold, target and maximum estimated payouts under our LTIP PSUs for all NEOs.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - PSU Grants in 2024” above.

(5) Represents the estimated payouts under our LTIP RSUs.

For further information, see “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - LTIP” above .

(6) Amount consists of the performance option award.

The threshold, target and maximum estimated payout for the performance options reflect the vesting of 200,000, 500,000 and 1,000,000 options, respectively.

The value of the performance option at the date of grant was as set forth herein, assuming the highest level of the performance condition is satisfied.

For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - RSUs” above.

Outstanding Equity Awards at End of Fiscal 2024

The following table sets forth certain information regarding outstanding equity awards held by each Named Executive Officer as of June 30, 2023.

The following table sets forth certain information regarding outstanding equity awards held by each NEO as of June 30, 2024.

Option Awards (1)

11 unchanged sentences

rights that have not vested ($) (3)

Barrenechea June 1, 2017 200,000 — $ 32.63 June 1, 2024

June 1, 2017 324,255 — $ 32.63 June 1, 2024

Barrenechea August 7, 2017 59,180 — $ 34.49 August 7, 2024

August 6, 2018 161,040 — $ 39.27 August 6, 2025

19 unchanged sentences

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 67,410 $ 36.79 August 7, 2030

August 9, 2021 9,610 $ 288,684

4 unchanged sentences

August 7, 2023 31,195 $ 937,095

Simon Harrison November 6, 2017 40,000 — $ 34.48 November 6, 2024

August 6, 2018 12,510 — $ 39.27 August 6, 2025

November 30, 2023 17,506 $ 525,889

Todd Cione May 6, 2024 — 414,550 $ 30.25 May 6, 2031

May 6, 2024 32,349 $ 971,754

May 6, 2024 64,707 $ 1,943,811

Paul Duggan August 6, 2018 2,502 — $ 39.27 August 6, 2025

May 7, 2019 45,000 — $ 40.20 May 7, 2026

August 5, 2019 9,750 — $ 38.76 August 5, 2026

3 unchanged sentences

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 43,260 $ 36.79 August 7, 2030

August 9, 2021 3,600 $ 108,144

4 unchanged sentences

August 7, 2023 20,019 $ 601,359

Muhi Majzoub July 29, 2016 32,560 — $ 29.75 July 29, 2023

August 7, 2017 36,960 — $ 34.49 August 7, 2024

November 30, 2023 17,506 $ 525,889

Muhi Majzoub August 7, 2017 36,960 — $ 34.49 August 7, 2024

August 6, 2018 31,460 — $ 39.27 August 6, 2025

5 unchanged sentences

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 43,260 $ 36.79 August 7, 2030

August 9, 2021 6,490 $ 194,960

4 unchanged sentences

August 7, 2023 20,019 $ 601,359

Paul Duggan August 6, 2018 2,502 — $ 39.27 August 6, 2025

May 7, 2019 30,000 15,000 $ 40.20 May 7, 2026

November 30, 2023 17,506 $ 525,889

Simon Harrison November 6, 2017 40,000 — $ 34.48 November 6, 2024

August 6, 2018 12,510 — $ 39.27 August 6, 2025

2 unchanged sentences

August 9, 2021 17,310 17,310 $ 52.62 August 9, 2028

August 8, 2022 11,375 34,125 $ 39.09 August 8, 2029

November 7, 2022 — 180,000 $ 26.81 November 7, 2029

August 7, 2023 — 43,260 $ 36.79 August 7, 2030

August 9, 2021 6,490 $ 194,960

4 unchanged sentences

August 7, 2023 20,019 $ 601,359

November 30, 2023 17,506 $ 525,889

______________________

(1) Options in the table above vest annually over a period of 4 years starting from the date of grant, with the exception of (i) options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a 5 year period, with the first vesting date being two years from the date of grant, (ii) options granted to certain of our executive officers on November 7, 2022 in recognition of their services which vest annually over a 4 year period, with the first vesting date being two years from the date of grant, and (iii) 750,000 performance options granted to the CEO in Fiscal 2021 and 1,000,000 performance options granted to the CEO in Fiscal 2023 both of which vest subject to the satisfaction of certain performance criteria.

For additional detail, see “Compensation Discussion and Analysis - Our Compensation Program - Long-

Term Incentives - Long-Term Grants to CEO”, Item 11 of our Annual Report on Form 10-K for Fiscal 2021 and “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Grants to CEO” above.

(2) Represents each Named Executive Officer’s target number of RSUs granted pursuant to our LTIP program, and other non-LTIP related RSUs, which vest upon the schedules described above in “Compensation Discussion and Analysis - Our Compensation Program - Long Term Incentives.” These amounts illustrate the market value as of June 30, 2023, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $41.55.

(3) Represents each Named Executive Officer’s target number of PSUs granted pursuant to our LTIP program, which vest upon the schedules described above in “Compensation Discussion and Analysis - Our Compensation Program - Long Term Incentives.” These amounts illustrate the market value as of June 30, 2023, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $41.55.

For additional detail, see “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Grants to CEO”, Item 11 of our Annual Report on Form 10-K for Fiscal 2021 and “Compensation Discussion and Analysis - Our Compensation Program - Long-Term Incentives - Long-Term Grants to CEO” Item 11 of our Annual Report on Form 10-K for Fiscal 2023.

(2) Represents each NEO’s target number of RSUs granted pursuant to our LTIP program, and other non-LTIP related RSUs, which vest upon the schedules described above in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long Term Incentives.” These amounts illustrate the market value as of June 30, 2024, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $30.04.

(3) Represents each NEO’s target number of PSUs granted pursuant to our LTIP program, which vest upon the schedules described above in “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long Term Incentives.” These

amounts illustrate the market value as of June 30, 2024, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $30.04.

As of June 30, 2024, options to purchase an aggregate of 12,207,412 Common Shares had been previously granted and are outstanding under our stock option plans, of which 4,616,707 Common Shares were vested.

3 unchanged sentences

Option Exercises and Stock Vested in Fiscal 2024

The following table sets forth certain details with respect to each of the Named Executive Officers concerning the exercise of stock options and vesting of stock in Fiscal 2023:

The following table sets forth certain details with respect to each of the NEOs concerning the exercise of stock options and vesting of stock in Fiscal 2024:

Option Awards Stock Awards (1)

7 unchanged sentences

Madhu Ranganathan — $ — 10,983 $ 439,287

Simon Harrison — $ — 8,758 $ 256,941

Muhi Majzoub 37,840 $ 252,412 16,756 $ 470,133

Todd Cione — $ — — $ —

Paul Duggan — $ — 3,438 $ 137,480

Muhi Majzoub 32,560 $ 249,981 8,598 $ 343,398

Simon Harrison — $ — 8,839 $ 352,832

______________________

(1) Relates to the vesting of PSUs and RSUs under our LTIP program.

(2) The stock options exercised by Mr.

Barrenechea were set to expire in Fiscal 2024 and Fiscal 2025.

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

(4) Value realized on vesting” is the market price of the underlying Common Shares on the vesting date.

(3) Relates to the vesting of PSUs and RSUs under our LTIP program.

Potential Payments Upon Termination or Change in Control

We have entered into employment contracts with each of our Named Executive Officers.

These contracts may require us to make certain types of payments and provide certain types of benefits to the Named Executive Officers upon the occurrence of any of these events:

• If the Named Executive Officer is terminated without cause;

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

When determining the amounts and the type of compensation and benefits to provide in the event of a termination or change in control described above, we considered available information with respect to amounts payable to similarly situated officers of our peer groups and the position held by the Named Executive Officer within the Company.

The amounts payable upon termination or change in control represent the amounts determined by the Company and are not the result of any individual negotiations between us and any of our Named Executive Officers.

Our employment agreements with our Named Executive Officers are similar in structure, terms and conditions, with the key exception of the amount of severance payments, which is determined by the position held by the Named Executive Officer.

Details are set out below of each of their potential payments upon a termination by the Company without cause and upon a change in control event where there is a subsequent change in the relationship between the Company and the Named Executive Officer.

We have entered into employment contracts with each of our NEOs.

These contracts may require us to make certain types of payments and provide certain types of benefits to the NEOs upon the occurrence of any of these events:

• If the NEO is terminated without cause;

• If there is a change in control in the ownership of the Company and subsequent to the change in control, there is a change in the relationship between the Company and the NEO.

The amounts payable upon termination or change in control represent the amounts determined by the Company and are not the result of any individual negotiations between us and any of our NEOs.

Our employment agreements with our NEOs are similar in structure, terms and conditions, with the key exception of the amount of severance payments, which is determined by the position held by the NEO.

Termination Without Cause

If the Named Executive Officer is terminated without cause, we may be obligated to make payments or provide benefits to the Named Executive Officer.

A termination without cause means a termination of a Named Executive 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 as a result of a physical or mental illness or injury;

• The Named Executive Officer’s willful misconduct or gross negligence of a material nature in connection with the performance of his duties which is or could reasonably be expected to be injurious to 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 information relating to the Company, including customer information, which is injurious to the Company or its customers;

• The willful performance by the Named Executive Officer of any act of dishonesty or willful misappropriation 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 or other serious crime involving moral turpitude;

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

• The material breach by the Named Executive Officer of the Company’s policies and procedures which breach 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 Officer reasonable notice of the reason for termination as well as a reasonable opportunity to correct the circumstances giving rise to the termination.

If the NEO is terminated without cause, we may be obligated to make payments or provide benefits to the NEO.

A termination without cause means a termination of an NEO for any reason other than the following, each of which provides “cause” for termination:

• The failure by the NEO to attempt in good faith to perform their duties, other than as a result of a physical or mental illness or injury;

• The NEO’s willful misconduct or gross negligence of a material nature in connection with the performance of their duties which is or could reasonably be expected to be injurious to the Company;

• The breach by the NEO of their fiduciary duty or duty of loyalty to the Company;

• The NEO’s intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;

• The willful performance by the NEO of any act of dishonesty or willful misappropriation of funds or property of the Company or its affiliates;

• The indictment of the NEO or a plea of guilty or nolo contendere to a felony or other serious crime involving moral turpitude;

• The material breach by the NEO of any obligation material to their employment relationship with the Company;

• The material breach by the NEO of the Company’s policies and procedures which breach causes or could reasonably be expected to cause harm to the Company;

provided that in certain of the circumstances listed above, the Company has given the NEO reasonable notice of the reason for termination as well as a reasonable opportunity to correct the circumstances giving rise to the termination.

Change in Control

If there is a change in control of the Company and within one year of such change in control event, there is a change in the relationship between the Company and the Named Executive Officer without the Named Executive Officer’s written consent, we may be obligated to provide payments or benefits to the Named Executive Officer, unless such a change is in connection with the termination of the Named Executive Officer either for cause or due to the death or disability of the Named Executive Officer.

If there is a change in control of the Company and within one year of such change in control event, there is a change in the relationship between the Company and the NEO without the NEO’s written consent, we may be obligated to provide payments or benefits to the NEO, unless such a change is in connection with the termination of the NEO either for cause or due to the death or disability of the NEO.

A change in control includes the following events:

3 unchanged sentences

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

Examples of a change in the relationship between the Named Executive Officer and the Company where payments 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 the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the duties and responsibilities of similarly situated executive officers;

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

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

• A reduction in the title or position of the Named Executive Officer, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar 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 any other payments or benefits, solely upon a change in control where there is no change to the Named Executive Officer’s relationship with the Company.

Examples of a change in the relationship between the NEO and the Company where payments or benefits may be triggered following a change in control event include:

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

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

• A relocation of the NEO’s primary work location by more than fifty miles;

• A reduction in the title or position of the NEO, other than (a) a change arising solely out of the Company becoming part of a larger organization following the change in control event or any related change in the reporting hierarchy or (b) a reorganization of the Company resulting in similar changes to the titles or positions of similarly situated executive officers.

None of our NEOs are entitled to the payments or benefits described below, or any other payments or benefits, solely upon a change in control where there is no change to the NEO’s relationship with the Company.

Amounts Payable Upon Termination or Change in Control

Pursuant to our employment agreements with our Named Executive Officers and the terms of our LTIP, each Named Executive Officer’s entitlement upon termination of employment without cause or following a change in the Named Executive Officer’s relationship with the Company, both absent a change in control event and within twelve months of a change in control event, are set forth below.

Pursuant to our employment agreements with our NEOs and the terms of our LTIP, each NEO’s entitlement upon termination of employment without cause or following a change in the NEO’s relationship with the Company, both absent a change in control event and within twelve months of a change in control event, are set forth below.

For Fiscal 2025, PSU vesting acceleration provisions within 12 months of a change in control will be aligned with peer group practices to provide for that the number of PSUs earned is based on actual rTSR performance through the change in control date, as opposed to a pay out at target as was the case for Fiscal 2024.

No Change in Control

4 unchanged sentences

Madhu Ranganathan Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Simon Harrison Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Muhi Majzoub Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Todd Cione Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Paul Duggan Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Muhi Majzoub Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

Simon Harrison Termination without cause or Change in relationship 12 months 12 months Prorated Vested 12 months

______________________

3 unchanged sentences

(3) Already vested as of termination date with no acceleration of unvested options.

For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.

(4) Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

For a period of 90 days following the termination date, the NEO has the right to exercise all options which have vested as of the date of termination.

(4) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the trigger event.

(5) In accordance with the terms of his employment agreement, as amended, Mr.

Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, Chief Executive Officer and Chief Technology Officer of the Company.

Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, CEO and CTO of the Company.

These benefits will be provided at the cost of the Company, provided that Mr.

Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, Chief Executive Officer and Chief Technology Officer, unless he becomes employed elsewhere, at which point this benefit will terminate.

Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Vice Chair, CEO and CTO, unless he becomes employed elsewhere, at which point this benefit will terminate.

In the event that the employee or company contribution funding increases, Mr.

6 unchanged sentences

Madhu Ranganathan Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Simon Harrison Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

Muhi Majzoub Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Todd Cione Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

Paul Duggan Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

Muhi Majzoub Termination without cause or Change in relationship 24 months 24 months 100% Vested 100% Vested 24 months

Simon Harrison Termination without cause or Change in relationship 12 months 12 months 100% Vested 100% Vested 12 months

______________________

(1) Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2) For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which are deemed to have vested as of the date of termination.

(3) Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

(2) For a period of 90 days following the termination date, the NEO has the right to exercise all options which are deemed to have vested as of the date of termination.

(3) Employee and medical benefits provided to each NEO immediately prior to the occurrence of the trigger event.

(4) In accordance with the terms of his employment agreement, as amended, Mr.

These benefits will be provided at the cost of the Company, provided that Mr.

Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, CEO and CTO of the Company.

benefits will be provided at the cost of the Company, provided that Mr.

In the event that the employee or company contribution funding increases, Mr.

Barrenechea would be responsible for that increase.

In addition to the information identified above, each Named Executive Officer is entitled to all accrued payments up to the date of termination, including all earned but unpaid short-term incentive amounts and earned but unsettled LTIP.

Except as otherwise required by law, we are required to make all these payments and provide these benefits over a period of 12 months or 24 months, depending on the Named Executive Officer’s entitlement and the circumstances which triggered our obligation to make such payments and provide such benefits, from the date of the event which triggered our obligation.

In addition to the information identified above, each NEO is entitled to all accrued payments up to the date of termination, including all earned but unpaid short-term incentive amounts and earned but unsettled LTIP.

Except as otherwise required by law, we are required to make all these payments and provide these benefits over a period of 12 months or 24 months, depending on the NEO’s entitlement and the circumstances which triggered our obligation to make such payments and provide such benefits, from the date of the event which triggered our obligation.

With respect to payments to Mr.

1 unchanged sentence

Barrenechea no later than two and a half months after the end of the later of the fiscal year or calendar year in which the payments are no longer subject to a substantial risk of forfeiture .

In return for receiving the payments and the benefits described above, each Named Executive Officer must comply with certain obligations in favor of the Company, including a non-disparagement obligation.

Also, each Named Executive Officer is bound by a confidentiality and non-solicitation agreement where the non-solicitation obligation lasts six months from the date of termination of his employment.

Any breach by a Named Executive Officer of any provision of his contractual agreements may only be waived upon the review and approval of the Board.

In return for receiving the payments and the benefits described above, each NEO must comply with certain obligations in favor of the Company, including a non-disparagement obligation.

Also, each NEO is bound by a confidentiality and non-solicitation agreement where the non-solicitation obligation lasts six months from the date of termination of their employment.

Any breach by an NEO of any provision of his/her contractual agreements may only be waived upon the review 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 a change in control may be found in the table below.

This table sets forth the estimated amount of payments and other benefits each Named Executive Officer would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on June 30, 2023.

Further information regarding payments to our NEOs in the event of a termination or a change in control may be found in the table below.

This table sets forth the estimated amount of payments and other benefits each NEO would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on June 30, 2024.

Amounts (i) potentially payable under plans which are generally available to all salaried employees, such as life and disability insurance, and (ii) earned but unpaid, in both cases, are excluded from the table.

1 unchanged sentence

The other material assumptions made with respect to the numbers reported in the table below are:

• The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each Named Executive Officer as of June 30, 2023;

• The salary and incentive payments are calculated based on the amounts of salary, incentive and benefit payments which were payable to each NEO as of June 30, 2024;

• Payments under the LTIPs are calculated as though 100% of outstanding LTIP awards have vested with respect to a termination without cause or change in relationship following a change in control event, and as though a pro-rated amount have vested with respect to no change in control event.

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

Actual payments made at any future date may vary, including the amount the NEO would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares.

Named Executive Officer Salary

5 unchanged sentences

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 1,550,000 $ 1,550,000 $ 4,090,637 $ 581,400 $ 20,000 $ 7,792,037

Simon Harrison Termination Without Cause / Change in Relationship with no Change in Control $ 575,000 $ 550,000 $ 1,402,055 $ — $ 152,059 $ 2,679,114

Todd Cione Termination Without Cause / Change in Relationship with no Change in Control $ 675,000 $ 675,000 $ 685,130 $ — $ — $ 2,035,130

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 675,000 $ 675,000 $ 2,915,562 $ 581,400 $ — $ 4,846,962

Paul Duggan Termination Without Cause / Change in Relationship with no Change in Control $ 650,000 $ 650,000 $ 1,204,723 $ — $ — $ 2,504,723

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 650,000 $ 650,000 $ 2,340,657 $ 581,400 $ — $ 4,222,057

Muhi Majzoub Termination Without Cause / Change in Relationship with no Change in Control $ 600,000 $ 600,000 $ 1,631,139 $ — $ 16,439 $ 2,847,578

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 1,200,000 $ 1,200,000 $ 2,885,522 $ 581,400 $ 32,877 $ 5,899,799

Paul Duggan Termination Without Cause / Change in Relationship with no Change in Control $ 575,000 $ 550,000 $ 636,060 $ — $ 10,110 $ 1,771,170

Simon Harrison Termination Without Cause / Change in Relationship with no Change in Control $ 650,000 $ 650,000 $ 1,631,139 $ — $ 94,751 $ 3,025,890

Termination Without Cause / Change in Relationship, within 12 months following a Change in Control $ 650,000 $ 650,000 $ 2,885,522 $ 581,400 $ 94,751 $ 4,861,673

1 unchanged sentence

(1) In accordance with the terms of his employment agreement, as amended, Mr.

Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Chief Executive Officer of the Company.

Barrenechea is entitled to participate until the age of 65 in healthcare benefits substantially similar to what he currently receives as Vice Chair, CEO and CTO of the Company.

These benefits will be provided at the cost of the Company, provided that Mr.

Barrenechea continues to be responsible for funding an amount that is equal to his employee contribution as Chief Executive Officer, unless he becomes employed elsewhere, at which point this benefit will terminate.

In the event that the employee or company contribution funding increases, Mr.

1 unchanged sentence

Director Compensation for Fiscal 2024

The following table sets forth summary information concerning the annual compensation received by each of the non-management directors of OpenText for the fiscal year ended June 30, 2023.

The following table sets forth summary information concerning the annual compensation received by each of the non-management directors of the Company for the fiscal year ended June 30, 2024.

Fees Earned or Paid in Cash (1)

Awards (2)(3)

($) Non-Equity

10 unchanged sentences

$ 100,000 $ 275,356 $ — $ — $ — $ 375,356

Goldy Hyder (9)

$ 61,233 $ 206,668 $ — $ — $ — $ 267,901

$ 105,000 $ 270,408 $ — $ — $ — $ 375,408

Harmit Singh (10)

$ — $ 463,690 $ — $ — $ 21,721 (15) $ 485,411

6 unchanged sentences

______________________

(1) Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of Common Share equivalent units under our Directors’ Deferred Share Unit Plan (DSU Plan) based on the value of the Company’s shares as of the date fees would otherwise be paid.

(1) Non-management directors may elect to receive DSUs or cash for their directors’ fees and/or annual equity grant.

Cash paid for directors’ fees are paid in accordance with the scheduled fee arrangements set forth in the table below.

If cash is elected for the annual equity grant, such cash is payable at the Company’s next annual general meeting.

In Fiscal 2024, Messrs.

Jenkins and Fowlie, and Mses.

Hamilton and Weinstein elected to receive cash for all or a portion of their annual equity grant.

(2) Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of DSUs under our DSU Plan based on the value of the Company’s shares as of the date fees would otherwise be paid.

The DSU Plan, originally effective February 2, 2010, and amended and restated in October 2018, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders.

DSUs granted as compensation for directors’ fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting.

DSUs granted as compensation for directors’ fees vest immediately whereas the DSUs granted for the annual equity grant vest at the Company’s next annual general meeting.

No DSUs are payable by the Company until the director ceases to be a member of the Board.

1 unchanged sentence

These amounts do not reflect whether the recipient has actually realized a financial benefit from the awards.

For a discussion of the assumptions used in this valuation, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our consolidated financial statements.

For a discussion of the assumptions used in this valuation, see Note 13 “Share Capital, Option Plans and Share-based Payments” to our Consolidated Financial Statements in this Annual Report on Form 10-K.

In Fiscal 2024, Messrs.

Jenkins, Fowlie, Fraser, Hau, Sadler, Singh and Slaunwhite and Mses.

Jenkins, Fowlie, Fraser, Hau, Hyder, Sadler and Slaunwhite and Mses.

Hamilton, Powell, Stevenson and Weinstein received 4,259, 8,748, 8,141, 7,002, 5,156 , 12,040, 13,163, 2,882, 6,864, 12,723, and 6,926 DSUs, respectively.

1 unchanged sentence

Jenkins holds 155,421 DSUs.

Jenkins serves as Chairman of the Board.

Jenkins serves as Chair of the Board.

(5) As of June 30, 2024, Mr.

6 unchanged sentences

Hau holds 27,373 DSUs.

(9) As of June 30, 2024, Mr.

Hyder holds 5,156 DSUs.

(10) As of June 30, 2024, Ms.

2 unchanged sentences

Sadler holds 137,249 DSUs.

Singh retired from the Board effective September 15, 2022.

(12) As of June 30, 2024, Mr.

10 unchanged sentences

The committee’s review may be conducted with the assistance of outside consultants.

Directors who are salaried officers or employees receive no compensation for serving as directors.

Directors who are salaried officers or employees receive no compensation

for serving as directors.

Barrenechea was the only employee director in Fiscal 2024.

1 unchanged sentence

Amount and Frequency of Payment

Annual Chairman retainer fee payable to the Chairman of the Board $200,000 per year payable following our Annual General Meeting

Annual Chair retainer fee payable to the Chair of the Board

$200,000 per year payable following our annual general meeting

Annual retainer fee payable to each non-management director $75,000 per director payable following our annual general meeting

6 unchanged sentences

Excess travel fee payable to each non-management director attending a meeting who travels more than six hours $2,000 per meeting when applicable

The Board has adopted a DSU Plan which is available to any non-management director of the Company.

In Fiscal 2023, certain directors elected to receive DSUs instead of a cash payment for their directors’ fees.

In addition to the scheduled fee arrangements set forth in the table above, whether paid in cash or DSUs, non-management directors also receive an annual DSU grant representing the long-term component of their compensation.

The amount of the annual DSU grant is discretionary;

however, historically, the amount of this grant has been determined and updated on a periodic basis with the assistance of the Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies.

For Fiscal 2023, the annual DSU grant was approximately $250,000 for each non-management director and approximately $320,000 for the Chairman of the Board.

DSUs granted as compensation for directors’ fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting.

In addition to the scheduled fee arrangements set forth in the table above, non-management directors also receive an annual equity grant representing the long-term component of their compensation.

The amount of the annual equity grant is discretionary;

however, historically, the amount of this grant has been determined and updated on a periodic basis with the assistance of the Talent and Compensation Committee and the compensation consultant and benchmarked against director compensation for comparable companies.

For Fiscal 2024, the annual equity grant was approximately $250,000 for each non-management director and approximately $320,000 for the Chair of the Board.

Non-management directors may elect to receive DSUs or cash for their directors’ fees and/or annual equity grant.

DSUs are granted under a DSU Plan, which is available to any non-management director of the Company.

DSUs granted as compensation for directors’ fees vest immediately whereas DSUs granted for the annual equity grant vest at the Company’s next annual general meeting.

If cash is elected for the annual equity grant, such cash is also payable at the Company’s next annual general meeting.

No DSUs are payable by the Company until the director ceases to be a member of the Board.

As with its employees, the Company believes that granting compensation to directors in the form of equity, such as DSUs, promotes a greater alignment of long-term interests between directors of the Company and the shareholders of the Company and since Fiscal 2013 the Company has taken the position that non-management directors will receive DSUs instead of stock options where granting of equity awards is appropriate.

All non-management directors have exceeded the Share Ownership Guidelines applicable to them, which is five times their annual retainer.

For further details of our Share Ownership Guidelines as they relate to directors, see “Share Ownership Guidelines” above.

The Company does not have a retirement policy for its directors;

however, the Company does review its director performance annually as part of its governance process.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee consist of Mr.

Slaunwhite (Chair) and Mses.

Hamilton, Powell and Weinstein.

The members of our Compensation Committee consist of Mses.

Powell (Chair) and Hamilton and Messrs.

Fraser and Slaunwhite.

None of the members of the Compensation Committee have been or are an officer or employee of the Company, or any of our subsidiaries, or had any relationship requiring disclosure herein.

None of our executive officers served as a member of the compensation committee of another entity (or other committee of the board of directors performing equivalent functions, or in the absence of any such committee, the entire board of directors) one of whose executive officers served as a director of ours.

None of our executive officers served as a member of the compensation committee of another entity (or other committee of the board of directors performing equivalent functions,

or in the absence of any such committee, the entire board of directors) one of whose executive officers served as a director of ours.

Board’s Role in Risk Oversight

1 unchanged sentence

The Board is responsible for overseeing management’s implementation and operation of enterprise risk management, either directly or through its committees, which shall report to the Board with respect to risk oversight undertaken in accordance with their respective charters.

At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity and disaster recovery plans), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company’s risk management policies, and residual risks remaining after implementation of risk controls.

At least annually, the Board shall review reports provided by management on the risks inherent in the business of the Company (including appropriate crisis preparedness, business continuity, information system controls, cybersecurity programs and risks, and disaster recovery plans, as well as environmental, social and governance matters, including climate-related matters), the appropriate degree of risk mitigation and risk control, overall compliance with and the effectiveness of the Company’s risk management policies, and residual risks remaining after implementation of risk controls.

In addition, each committee reviews and reports to the Board on risk oversight matters, as described below.

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

On a quarterly basis, the Audit Committee also reviews reports provided by management on the risks inherent in the business of the Company, including those related to cybersecurity and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

On a quarterly basis, the Audit Committee also reviews reports provided by management on the risks inherent in the business of the Company, including those related to cybersecurity programs and risks, and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

The Compensation Committee oversees risks which may be associated with our compensation policies, practices and programs, in particular with respect to our executive officers.

16 unchanged sentences

Shares Outstanding (1)

BlackRock, Inc.

50 Hudson Yards, New York NY 10001

16,705,085 6.24%

Jarislowsky, Fraser Ltd.

2 unchanged sentences

15,391,557 5.75%

Harris Associates LP (1)

111 South Wacker Drive, Chicago, IL 60606

14,572,307 5.38%

Thomas Jenkins (4)

7 unchanged sentences

Stevenson (13)

Hamilton (12)

Paul Duggan (14)

Hamilton (15)

David Fraser (16)

Robert Hau (17)

Goldy Hyder (19)

Todd Cione (20)

All executive officers and directors as a group (21)(22)

2 unchanged sentences

* Less than 2%

(1) Information regarding the shares outstanding is based on information filed in Schedule 13G, 13F, or Schedule 13G/A with the SEC.

(1) The percentage of Common Shares outstanding is calculated using the total shares outstanding as of June 30, 2024.

(2) Includes 3,288,804 Common Shares owned and 139,843 deferred stock units (DSUs) which are exercisable.

(2) Information based on Schedule 13G/A filed on February 12, 2024 filed by BlackRock, Inc.

with the SEC.

(3) Information based on Schedule 13G filed on February 12, 2024 filed by Jarislowsky, Fraser Limited with the SEC.

(4) Includes 3,288,804 Common Shares owned and 155,421 deferred share units (DSUs) which are exercisable.

(5) Includes 1,163,417 Common Shares owned, 1,150,810 options which are exercisable and 262,347 options which will become exercisable within 60 days of June 30, 2024.

(6) Includes 408,385 Common Shares owned and 154,831 DSUs which are exercisable.

(5) Includes 347,500 Common Shares owned and 116,366 DSUs which are exercisable.

(7) Includes 26,585 Common Shares owned, 423,860 options which are exercisable and 85,286 options which will become exercisable within 60 days of June 30, 2024.

(7) Includes 97,775 Common Shares owned, 243,077 options which are exercisable and 62,673 options which will become exercisable within 60 days of June 30, 2023.

(8) Includes 347,500 Common Shares owned and 130,956 DSUs which are exercisable.

1 unchanged sentence

(10) Includes 194,500 Common Shares owned and 131,667 DSUs which are exercisable.

(11) Includes 30,838 Common Shares owned, 177,111 options which are exercisable and 64,283 options which will become exercisable within 60 days of June 30, 2024.

(12) Includes 20,000 Common Shares owned and 148,866 DSUs which are exercisable.

2 unchanged sentences

(15) Includes 10 Common Shares owned and 105,155 DSUs which are exercisable.

(16) Includes 253 Common Shares owned and 37,551 DSUs which are exercisable.

(17) Includes 21,080 DSUs which are exercisable.

(18) Includes 16,073 DSUs which are exercisable.

(19) Includes 77 DSUs which are exercisable.

Cione joined the Company in April 2024, and therefore has no vested shares as of June 30, 2024.

Rippert was appointed to the Board in July 2024.

(22) Includes 5,660,170 Common Shares owned, 2,288,166 options which are exercisable, 573,555 options which will become exercisable within 60 days of June 30, 2024, and 1,034,601 DSUs which are exercisable.

19 unchanged sentences

Equity compensation plans not approved by security holders:

Under deferred stock unit awards 994,568 N/A —

Under performance stock unit awards 1,013,385 N/A —

Under restricted stock unit awards 774,360 N/A —

Under deferred share unit awards

Under performance share unit awards

Under restricted share unit awards

Total 20,407,279 5,018,767

For more information regarding stock compensation plans, please refer to Note 13 “Share Capital, Option Plans and Share-based Payments” to our Consolidated Financial Statements within this Annual Report on Form 10-K.

For more information regarding stock compensation plans, refer to Note 13 “Share Capital, Option Plans and Share-based Payments” to our Consolidated Financial Statements within this Annual Report on Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

25 unchanged sentences

During Fiscal 2024, Mr.

Sadler received CAD $0.5 million in consulting fees from OpenText (equivalent to $0.3 million USD), for assistance with acquisition-related business activities.

Sadler received CAD $44 thousand in consulting fees from OpenText (equivalent to $32 thousand USD), for assistance with acquisition-related business activities.

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

4 unchanged sentences

Principal Accountant Fees and Services

Pre-approval Policies and Procedures

The Audit Committee has established an Audit and Non-Audit Services Pre-Approval Policy to pre-approve all permissible audit and non-audit services provided by our independent registered public accounting firm.

The policy provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to the Company and its subsidiaries by its independent registered public accounting firm.

On an annual basis, the Audit Committee reviews and provides pre-approval for certain types of services that may be rendered by the independent registered accounting firm and a budget for audit and non-audit services for the applicable fiscal year.

Upon pre-approval of the services on the initial list, management may engage the auditor for specific engagements that are within the definition of the pre-approved services.

Any significant service engagements above a certain threshold will require separate pre-approval.

The policy contains a provision delegating pre-approval authority to the Chair of the Audit Committee in instances when pre-approval is needed prior to a scheduled Audit Committee meeting.

The Chair of the Audit Committee is required to report on such pre-approvals at the next scheduled Audit Committee meeting.

A final detailed review of all audit and non-audit services and fees is performed by the Audit Committee prior to the issuance of the audit opinion at year-end.

The Audit Committee has determined that the provision of the services set out below is compatible with the maintaining of KPMG LLP’s independence in the conduct of its auditing functions.

No services in 2024 were provided by KPMG for which the foregoing pre-approval procedures were waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Audit services representing approximately $0.1 million in 2023 were provided by KPMG for which the foregoing pre-approval procedures were waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Principal Accountant Services and Fees

The aggregate fees for professional services rendered by our independent registered public accounting firm, KPMG LLP, for Fiscal 2024 and Fiscal 2023 were:

8 unchanged sentences

(1) Audit fees were primarily for professional services rendered for (a) the annual audits of our consolidated financial statements and the accompanying attestation report regarding our ICFR contained in our Annual Report on Form 10-K, (b) the review of quarterly financial information included in our Quarterly Reports on Form 10-Q, (c) audit services related to mergers and acquisitions, (d) fees associated with non-periodic securities filings, and (e) annual statutory audits where applicable.

The increase in 2023 as compared to 2022 is primarily due to the Micro Focus Acquisition, including audit procedures over (a) the opening balance sheet and purchase equation, (b) the results of operations from the date of acquisition to year end, and (c) Micro Focus statutory audits.

(2) Audit related fees were primarily for assurance and related services, such as IT assurance engagements and accounting research services.

(2) Includes $2.2 million for audit-related services performed in Fiscal 2024 related to the divestiture of the AMC business, which were reimbursed by Rocket Software, Inc.

(3) Audit-related fees (excluding the services performed in Fiscal 2024 related to the divestiture of the AMC business) were primarily for assurance and related services, such as IT assurance engagements and accounting research services.

(4) Tax fees were for services related to tax compliance, including the preparation of tax returns, tax planning and tax advice.

(5) All other fees consist of fees for services other than the services reported in audit fees, audit-related fees, and tax fees.

OpenText’s Audit Committee has established a policy of reviewing, in advance, and either approving or not approving, all audit, audit-related, tax and other non-audit services that our independent registered public accounting firm provides to us.

This policy requires that all services received from our independent registered public accounting firm be approved in advance by the Audit Committee or a delegate of the Audit Committee.

The Audit Committee has delegated the pre-approval responsibility to the Chair of the Audit Committee.

All services that KPMG LLP provided to us in Fiscal 2023 and Fiscal 2022 have been pre-approved by the Audit Committee.

The Audit Committee has determined that the provision of the services as set out above is compatible with the maintaining of KPMG LLP’s independence in the conduct of its auditing functions.

Audit services representing approximately $0.01 million were provided by KPMG LLP for which the foregoing pre-approval procedures were waived pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

Exhibits and Financial Statement Schedules

23 unchanged sentences

Company’s Form 8-K/A, filed August 29, 2022 Exhibit 2.1

3.1 Articles of Amalgamation of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.2 Articles of Amendment of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.3 Articles of Amendment of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.4 Articles of Amalgamation of the Company Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.5 Articles of Amalgamation of the Company, dated July 1, 2001 Company’s Form 10-K, filed September 28, 2001

3.1 Articles of Amalgamation of the Company.

Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.2 Articles of Amendment of the Company.

Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.3 Articles of Amendment of the Company.

Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.4 Articles of Amalgamation of the Company.

Company’s registration statement on Form F-1, filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

3.5 Articles of Amalgamation of the Company, dated July 1, 2001.

Company’s Form 10-K, filed September 28, 2001

Articles of Amalgamation of the Company, dated July 1, 2002.

Company’s Form 10-K, filed September 28, 2002 Exhibit 3.10

11 unchanged sentences

Company’s Form 10-K, filed August 1, 2019 Exhibit 4.1

4.2 Form of Common Share Certificate Company’s registration statement on Form F-1 (Registration Number 33-98858), filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

4.2 Form of Common Share Certificate.

Company’s registration statement on Form F-1 (Registration Number 33-98858), filed November 1, 1995, or Amendments 1, 2 or 3 thereto (filed December 28, 1995, January 22, 1996 and January 23, 1996, respectively)

Indenture, dated as of February 18, 2020, between Open Text Corporation and the Bank of NY Mellon, as U.S.

1 unchanged sentence

Company’s Form 8-K filed February 18, 2020 Exhibit 4.1

Supplemental Indenture to Indenture governing the Company’s 3.875% Senior Notes due 2028, dated as of July 1, 2024, among Open Text Inc., Open Text Corporation and the Bank of NY Mellon, as U.S.