OPEN TEXT CORP

TALENT AND COMPENSATION COMMITTEE REPORT

Our Talent and Compensation Committee of Open Text’s Board (the Talent and Compensation Committee) has reviewed and discussed with our management the following Compensation Discussion and Analysis (CD&A). Based on this review and discussion, our Talent and Compensation Committee has recommended to the Board that the following CD&A be included in our Annual Report on Form 10-K for Fiscal 2025.

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

David Fraser, Goldy Hyder and Annette Rippert.

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 Exchange Act, this “Talent and 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 Shareholders,

The Talent and Compensation Committee’s most critical responsibility is ensuring that our executive compensation program attracts, hires, retains and motivates the best talent in the technology industry while aligning to your interests and directly responding to your concerns. The 2024 Say-on-Pay vote was deeply reviewed and considered. We are not just listening—we are taking clear actions.

Engaging with our shareholders is a core priority. Over the past years, we have conducted extensive outreach regarding our executive compensation program, and these efforts intensified throughout Fiscal 2024. Following the 2024 annual general meeting of shareholders (AGM), we launched an engagement initiative focused specifically on compensation, implementing changes in direct response to the feedback.

In March 2025, our independent Board members met with six large institutional investors (representing 20% of our shares) to discuss our compensation program - on top of our regular touchpoints with these investors. In addition to these meetings, we also engaged governance representatives of our top 25 largest shareholders. These meetings included participation from key senior executives, including our Chief Human Resources Officer, Chief Financial Officer and Chief Legal Officer & Corporate Secretary, to cover executive compensation and other important governance topics. In total, we extended invitations to holders of over 55% of our shares and ultimately met with shareholders representing 40% of our total shares outstanding to discuss executive compensation, in addition to our regular investor touchpoints.

Throughout the year, we met with certain shareholders as many as six times, reflecting the depth of our commitment to understanding and addressing investor concerns, and we remain committed to continuing this outreach beyond the 2025 AGM. We also considered prior published reports from proxy advisory firms to understand their perspectives on specific elements of our compensation program and to appropriately incorporate their views into our ongoing enhancements.

Following intensive engagement and internal reviews, we engaged a new independent Talent and Compensation Committee compensation consultant, Meridian Compensation Partners (Meridian), to provide a fresh perspective to further align our pay practices with best-in-class governance standards and shareholder expectations. Meridian’s mandate, as a fully independent consultant to the Talent and Compensation Committee, has been to reevaluate our compensation program against market and best industry practices, and recommend changes.

We are acting on what we heard. After a thorough analysis of your feedback, in close consultation with Meridian and the new members of the Talent and Compensation Committee, and with support from our CEO, we have redesigned the compensation program for our executive officers by implementing significant and meaningful changes to our Fiscal 2026 program, including:

•New Peer Group: We received feedback from our shareholders that, while the industry and revenue alignment of our peer group was strong, there were concerns that too many of our peers were too large, in market capitalization terms, compared to OpenText. We updated our peer group, replacing eight peer group companies with six new peers, to better match our market capitalization, global reach, revenue parameters and operational complexity, and to reflect whom we compete against (see Section V – Compensation Peer Group for more information on our new peer group and our benchmarking analysis).

•Commitment to Predictable and Transparent LTIP Awards: We have reaffirmed our commitment to delivering long-term incentive (LTI) awards exclusively through our annual long-term incentive plan (LTIP) programs. We did not issue any one-time awards in Fiscal 2025 and are committed to maintaining this approach going forward to ensure consistency and alignment with shareholder expectations.

•Strengthening Pay-for-Performance Alignment: We also made several changes to our compensation design to strengthen our pay-for-performance alignment for Fiscal 2026, including:

◦Cap on PSU Payouts for Negative TSR: We introduced a cap on PSU payouts at 100% of target if absolute total shareholder return (TSR) is negative over the PSU performance period, even if we outperform our peer index. This cap is in addition to our increased target performance goal introduced in Fiscal 2025 requiring relative TSR overperformance versus the NASDAQ Composite Index (from the 50th percentile to the 55th percentile) in order to achieve a payout.

◦Higher Performance Thresholds for STI Payouts: We adjusted the payout curves under the short-term incentive (STI) plan, increasing the minimum performance threshold from 90% of target attainment, to 95%, to achieve any payout, as well as reducing payouts for all levels of financial performance below target (as described further in Section VI – Elements of Our Compensation Program). We also increased the level of Adjusted Operating Income (AOI) attainment to qualify for maximum payouts to 104% of target, consistent with the performance/payout curve for the revenue metric under the STI plan.

◦Elimination of Stock Options for Annual LTIP: Our CEO’s and NEO’s annual LTIP grant package will no longer include stock options. Rather, we are emphasizing a mix of performance-based equity vehicles, including 100% of the CEO’s annual LTIP grant being in the form of Performance Share Units (PSUs).

◦Increased Share Ownership Guidelines: To further strengthen alignment between executive interests and those of our shareholders, we doubled the equity ownership requirements for senior management to 2x base salary beginning in Fiscal 2026. For our CEO, his ownership requirement will remain at 6x base salary, a level that already exceeds the average guideline requirement of our peer group.

•Reduced CEO Pay: For Fiscal 2026, our CEO’s target value of equity grants under the LTIP will be lower than the grants made for Fiscal 2025. Overall, together with our CEO, we made the determination to reduce the CEO’s compensation by $500,000 and his target total compensation sits below the 25 th percentile compared to our new peer group.

Talent and Compensation Committee Chair: While we did not appoint a permanent Chair of the Talent and Compensation Committee in Fiscal 2025, we actively recruited for a new Board member with extensive experience in executive compensation. To facilitate our Fiscal 2025 committee meetings, the chair position was rotated among our highly experienced Talent and Compensation Committee members, all of whom have joined the Talent and Compensation Committee within the past three fiscal years.

Board Refreshment: To ensure our Board composition continues to reflect the evolving needs of the Company and incorporates fresh perspectives, we have appointed four new members over the past two years: Goldy Hyder, Annette Rippert, Fletcher Previn and, most recently, Kristen Ludgate. These new directors have bolstered the Board’s expertise in areas of public and international policy, information technology, strategy, executive compensation, communications and finance, and two of these new members, Mr. Hyder and Ms. Rippert, joined the Talent and Compensation Committee in Fiscal 2025. See Item 10 of the Annual Report on Form 10-K for the year ended June 30, 2025 for further information on our Board members.

Key Executive Leadership Changes: In line with our Talent and Compensation philosophy, over the past three fiscal years, the Board has appointed several key executives with extensive global technology company and industry experience, reflecting the external market for top executive talent. These leaders bring valuable expertise and leadership experience to help accelerate our strategic priorities. These appointments, including Todd Cione (President Worldwide Sales), Paul Duggan (President, Chief Customer Officer), Savinay Berry (Chief Product Officer), Sandy Ono (Chief Marketing Officer), and Shannon Bell (Chief Digital Officer), are expected to enhance our ability to scale execution across key areas of information management and drive our AI-first agenda.

Engagement with our shareholders is not a one-time effort, it is a fundamental, ongoing commitment. We will continue to engage, listen, and take action to ensure our compensation practices align with your expectations. Your voice is not just valued, it is driving real change. We are committed to earning your confidence through transparency, accountability, and results.

Sincerely,

The Talent and Compensation Committee

David Fraser

Goldy Hyder

Annette Rippert

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements for the fiscal year ended June 30, 2025 (Fiscal 2025) should be read together with the compensation tables and related disclosures set forth below. This discussion is focused on the persons who served as our named executive officers for Fiscal 2025 (collectively, the Named Executive Officers or NEOs). The NEOs who are the subject of this compensation discussion and analysis are:

•Mark J. Barrenechea — Vice Chair, Chief Executive Officer (CEO) and Chief Technology Officer (CTO)

•Todd Cione — President, Worldwide Sales

•Paul Duggan — President, Chief Customer Officer

•Muhi Majzoub — Executive Vice President, Chief Product Officer

•Chadwick Westlake — Executive Vice President, Chief Financial Officer

•Madhu Ranganathan — former President, Chief Financial Officer and Corporate Development

Under applicable SEC rules, any executive who served as Chief Financial Officer for any portion of Fiscal 2025 would be considered an NEO. As a result, Chadwick Westlake and Madhu Ranganathan, who each served as Chief Financial Officer during a portion of Fiscal 2025, are both considered NEOs.

Compensation Discussion and Analysis Reference Guide

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

Shareholder Engagement Overview and Timeline

We take shareholder feedback very seriously and view the 2024 Say-on-Pay vote outcome as a clear and important signal that further revisions to our executive compensation program were required. In response, we undertook a comprehensive review of our compensation program, informed by extensive shareholder outreach and guidance from our newly appointed independent compensation consultant.

Below is a timeline of the shareholder engagement and key governance updates leading up to and following our 2024 AGM and say-on-pay vote.

Key Themes from Shareholder Engagement and Actions Taken

The feedback and perspectives that we received in meetings with shareholders leading up to and after the 2024 AGM provided us with valuable and direct insight on our executive compensation program. Throughout the engagement meetings, we heard a range of diverse shareholder perspectives.

A number of key themes stood out as the main reasons shareholders did not support our 2024 Say-On-Pay proposal. The common themes among our shareholders included:

1. the level of CEO pay and supplemental off-cycle award grants to our CEO;

2. the STI payout structure for below target achievement;

3. the desire for even greater alignment of executive compensation with shareholder experience; and

4. the composition of our peer group, particularly with respect to the size and scale of certain peer companies used.

Shareholders also asked questions about, and provided their perspectives on, other topics including STI/LTI plans metrics and board refreshment. The table below summarizes key feedback themes from our share holders obtained following the 2024 AGM and our responsive actions and perspectives for Fiscal 2026.

Additional Executive Compensation Program Changes

In addition to the actions discussed above, we also adjusted our Share Ownership Guidelines for our executives as part of our comprehensive review of the program. To further strengthen alignment between executive interests and those of our shareholders, we are increasing the equity ownership guidelines for senior management (excluding the CEO) beginning in Fiscal 2026. For our NEOs (excluding the CEO), the updated guidelines will require these executives to hold equity equivalent to 2x their base salary, up from the previous 1x requirement. For our CEO, his ownership requirement will remain at 6x base salary, a level that already exceeds the average of our peer group. See Section VII - Other Elements of Our Compensation Program for a detailed discussion of our Share Ownership Guidelines.

Section II - Compensation Governance and Objectives

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 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 workforce and global employee engagement initiatives; 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, 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 are absent.

The CEO, with the assistance of the Chief Human Resources Officer, 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 against our peer group. After this review, the CEO recommends base salaries, annual target short-term incentive and long-term incentive opportunities, any payouts related to the annual short-term incentives, 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 2025. 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.

In Fiscal 2025, the Board did not appoint a permanent Chair of the Talent and Compensation Committee. To facilitate our Fiscal 2025 committee meetings, the chair position was rotated among our highly experienced Talent and Compensation Committee members, all of whom have joined the Talent and Compensation Committee within the past three fiscal years. Throughout Fiscal 2025, we actively recruited a new Board member with extensive experience in executive compensation, which resulted in the appointment of Kristen Ludgate to the Board on June 26, 2025.

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. 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 Talent and Compensation Committee has the sole authority to retain and terminate outside consultants. 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 2025, the Talent and Compensation Committee appointed Meridian as its new compensation consultant, following an extensive search. This decision was made in response to prior Say-on-Pay vote outcomes and reflects our commitment to aligning executive compensation practices with leading governance standards and shareholder expectations. Meridian was engaged to provide independent advisory services and support for our executive compensation program. As part of their engagement, Meridian conducted a comprehensive review of our entire compensation framework, evaluating it against our compensation philosophy and strategic objectives. This review led to several enhancements, including the adoption of a revised peer group and improvements to our pay-for-performance alignment. Throughout Fiscal 2025, the members of the Talent and Compensation Committee met periodically with Meridian representatives to discuss market practices, evolving governance trends, and potential implications for the Company’s financial performance. Meridian also provided benchmarking data and guidance on CEO and executive officer compensation. For these services, Meridian received $71,000 in fees during Fiscal 2025.

Talent and Compensation Committee Approach 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 software and technology companies with a global presence for a variety of reasons, including that greater than 95% of our revenues are generated outside of Canada.

•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’s total target compensation is comprised of:

◦8% from base salary;

◦12% from short-term incentives; and

◦80% in the form of annual equity grants.

Other NEOs average 16% of their total compensation in the form of base salary with 84% tied to short term and long-term incentives.

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

Section III - Fiscal 2025 Highlights

In Fiscal 2025, we reinforced the critical role our products play across industries and demonstrated the strength and resilience of our business model in a dynamic global environment. We successfully launched our next generation cloud platform, Titanium X with AI (CE 25.2) and expanded our Business Optimization Plan, marking a significant milestone for the Company. Throughout the year, our team executed these initiatives with discipline and focus, driving cloud revenue growth, margin expansion and continued strong capital return to shareholders. We expect to realize additional benefits from these efforts in the years ahead.

Highlights and outcomes related to specific components of CEO and NEO compensation for Fiscal 2025 are as follows:

•CEO Pay: The target value of our CEO’s annual compensation package, comprised of base salary, short-term incentive and long-term equity awards, decreased by 4.6% compared to Fiscal 2024.

◦Base Salary: Our CEO’s base salary remained unchanged for the seventh consecutive year.

◦STI: The CEO’s STI target was reduced by $590,000 in Fiscal 2025, which when combined with the rigorous goal setting for Fiscal 2025 resulted in a 24.3% decline in STI award payout year-over-year.

◦LTIP: Our CEO’s annual LTIP target grant value remained flat year-over-year, with no change to the equity vehicle mix.

◦Internal Pay Equity: The CEO-to-next-highest-paid NEO target compensation ratio decreased from 2.7x to 2.6x (-4%), reflecting added internal alignment.

•STI Program: Following the integration of the Micro Focus acquisition, we simplified our STI program by eliminating Micro Focus revenue as a separate performance measure for Fiscal 2025.

◦STI plan measures focused on overall profitable growth across all lines of products. For most executives, including the CEO, STI plan measures were Worldwide Revenue and Adjusted Operating Income (AOI).

◦Removal from targets of the impact of the AMC Divestiture: on May 1, 2024, we successfully completed the sale of our Application Modernization and Connectivity (AMC) business to Rocket Software, Inc. for $2.275 billion in cash before taxes, fees and other adjustments (the AMC Divestiture).

▪The decrease in Fiscal 2025 targets relative to Fiscal 2024 actual results is completely attributable to the AMC Divestiture, as the results from the AMC business through to April 30, 2024, were included in our Fiscal 2024 results but excluded from our Fiscal 2025 targets.

▪The Fiscal 2025 targets, which reflect only our ongoing product portfolio, represent a 1% growth in Worldwide Revenues compared to Fiscal 2024 results when AMC is excluded from the results, and represent a larger increase in the AOI target as the Company continues to focus on growing revenue and reducing costs. Therefore, the Fiscal 2025 targets for each metric were set greater than their respective 2024 achievements on an ongoing product portfolio basis.

◦STI results based on performance achievements are detailed in the following table:

(1)Worldwide revenues are derived from the “Total Revenues” line of our audited income statement. Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

(2)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 (recoveries) and stock-based compensation expense. AOI is also adjusted to remove the impact of foreign exchange.

•LTI Program:

◦In Fiscal 2025, we increased the recurring annual target grant values of LTIP awards for our NEOs (excluding the CEO) to ensure alignment with our compensation philosophy. As a result, the overall LTIP value for these NEOs is now positioned at or above the 25th percentile of our revised peer group.

◦We maintained the use of relative Total Shareholder Return (rTSR) PSUs to reward long-term performance compared to similar investment alternatives.

▪The performance period for the PSUs granted in Fiscal 2022 concluded in Fiscal 2025. Over this three-year period, the Company placed at the 35th percentile relative to the S&P Midcap 400 Software & Services Peer Group. This resulted in a 70% payout from the Fiscal 2022 grant.

▪Beginning with the Fiscal 2024 grant cycle, rTSR PSUs are measured against the three-year TSR of the constituents of the NASDAQ Composite Index. This change was made to reflect the Company’s increased scale and broader market position following the Micro Focus acquisition, while also providing a more diversified and representative benchmark of shareholder investment alternatives.

▪For the Fiscal 2025 PSU grant, we increased the rTSR performance threshold required to achieve a target payout from the 50th percentile to the 55th percentile. This enhancement underscores our commitment to delivering above-median performance and creating greater value for shareholders.

Section IV - 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 (see Section VII) 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 and share price movement.

The table below also shows that the actual value (realizable) as of June 30, 2025, 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 63% lower as of June 30, 2025, than the grant date fair value of stock and option awards reported in the Summary Compensation Table over the last three fiscal years. This provides a meaningful demonstration of the pay for performance alignment of the Company’s executive compensation program, and the actual value realizable shows the strong alignment of our CEO’s realizable pay with our share price performance and the experience of our shareholders.

(1)Number of stock and option awards reported in the Grants of Plan-Based Awards table relating to Fiscal 2023 to Fiscal 2025. PSU awards are reported at target. All option awards granted remain outstanding and have not been exercised for value.

(2)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, as reported in the summary compensation table for the applicable year.

(3)Based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on June 30, 2025 of $29.20.

(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 realizable of the performance stock options represents the number of performance stock options that have vested as of June 30, 2025 (being 292,521 options), 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. As of June 30, 2025, all vested performance stock options are unexercised and out-of-the money.

Section V – Compensation Peer Group

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 an industry framework noted below, which aligns with the approach taken by proxy advisors, 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., which is a key market for executive talent in the information technology industry. We apply the following screening process:

Quantitative Screen

We initially screen based on those companies within our Global Industry Classification Standard (GICS) industry group, including those specifically classified under the Application Software sub-industry. From there, we identify companies that are reasonably similar to OpenText, filtering companies based on revenue and market capitalization (each within a range of 0.25 to 4 times our own). Following this initial quantitative screen, we will review additional factors such as total assets, net income, and number of employees to supplement our overall quantitative selection process.

Qualitative Screen

A qualitative screen is then conducted to ensure the selected companies are truly comparable. As part of this process, we focus on global companies operating in the technology industry, ensuring that in aggregate, we consider the appropriate mix of Canadian and U.S.-listed companies. We also consider companies that have been identified as a peer of one of our previous year’s peers, companies that use OpenText as a peer in their own disclosure, and peer groups published by proxy advisory firms, before finalizing the composition of our peer group.

The Talent and Compensation Committee generally benchmarks against software and technology companies with a global presence, rather than solely Canadian companies because:

•We are a global software company with greater than 95% of our revenues generated outside of Canada, including 51% of our revenues in the U.S.;

•The highly competitive U.S. technology market is a key market for multi-national executive talent in the software and technology industry; and

•For the full range of executive leadership roles at the Company, it is not feasible to solely source talent from Canadian software and technology companies, particularly for core business functions requiring technology sector expertise.

The Talent and Compensation Committee recognizes that recruiting talent globally, including from the U.S., is critical for our success, even though executive compensation levels may be higher by comparison to levels 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 local market compensation in local currency may result in higher relative compensation compared to other Canadian companies that provide Canadian residents with Canadian dollars. Converting amounts paid to executives based outside of Canada to Canadian currency inflates the appearance of the compensation if compared to Canadian companies that pay Canadian residents in local currency.

2025 Compensation Peer Group

For Fiscal 2025, we conducted a review of our compensation peer group in collaboration with the Board and management’s compensation consultants. In response to the feedback received during Fiscal 2025 shareholder outreach regarding the concern that the Fiscal 2024 average peer group company’s market capitalization was too large, we removed several companies with market capitalization exceeding OpenText’s, even though they aligned on revenue metrics. They were replaced with companies that better fit within the targeted range.

The peer group used for benchmarking executive compensation was selected through a rigorous process that incorporated multiple inputs. This included alignment with proxy advisor frameworks, an independent review conducted by our external compensation consultant, Meridian, and thorough evaluation, review, and approval by the Talent and Compensation Committee. This approach ensures the peer group reflects relevant industry standards and supports informed compensation decisions.

As a result, for Fiscal 2025, all peer companies fall within the targeted range of 0.25x to 4x OpenText’s revenue and market capitalization. As a comparison amongst the peer group:

•OpenText’s trailing 12-month revenue ranks at the 61 st percentile relative to the peer group.

•OpenText’s six-month average market capitalization ranks at the 22 nd percentile, marking an increase from Fiscal 2024, when OpenText’s market capitalization was positioned at the 16 th percentile.

Our peer group for Fiscal 2025 is the following:

OpenText’s profile relative to last year is summarized as follows. Based on both revenue and headcount, OpenText is a larger organization relative to the Fiscal 2025 peer group median.

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. The basic components of our executive officer compensation program are:

•Base salary (fixed);

•Short-term cash incentives (variable); and

•Long-term equity 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 can vary on whether and how much is paid to an executive officer depending on whether the Company and such executive officer are able to meet or exceed applicable performance targets. Also, our short-term and long-term incentive compensation is subject to our Clawback Policy (see “Other Information with Respect to Our Compensation Program - Clawback Policy” below).

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

(1)Mr. Westlake’s values are based on annualized target compensation for Fiscal 2025 as Mr. Westlake joined the Company in March 2025. Mr. Westlake is included, and Ms. Ranganathan is excluded from the NEO Pay Mix graphic above.

Base Salary

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). In line with our commitment to “at risk” compensation and reflecting the interests of our shareholders, our CEO’s base salary remained unchanged for the seventh consecutive year.

(1)Mr. Westlake joined the Company in March 2025. In Fiscal 2025, Mr. Westlake’s annualized base salary was CAD $800,000 (US $585,210).

(2)Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025. In Fiscal 2025, Ms. Ranganathan’s annualized base salary was $775,000.

Short-Term Incentives

In Fiscal 2025, all of our NEOs, with the exception of Mr. Westlake, participated in our STI plan, which is designed to motivate the achievement of our short-term corporate goals. Mr. Westlake joined the Company in March 2025. See below for the treatment of Mr. Westlake’s STI award for Fiscal 2025.

These short-term corporate goals are derived from our annual business plan which is approved by the Board at the start of the fiscal year. Awards made under the STI plan are paid in cash only.

The executive STI plan for Fiscal 2025, which is applicable to all of our NEOs except Mr. Duggan, was based on Worldwide Revenues and AOI. Mr. Duggan’s STI plan for Fiscal 2025 is based on Cloud, Customer Support Revenue, Enterprise PS Bookings and AOI. However, as previously noted, for Fiscal 2026, to ensure alignment and consistency, our STI program for all executives, including Mr. Duggan, will be based on Worldwide Revenues and AOI.

In Fiscal 2025, we removed Micro Focus Revenue as an STI metric, which had been introduced in Fiscal 2023. This change reflects the successful integration of Micro Focus products into the broader OpenText portfolio; as a result, we no longer track Micro Focus revenues separately. The continued emphasis on revenue-focused metrics aligns with our strategic priorities, which include driving profitable organic growth and fully consolidating Micro Focus products within the OpenText platform.

For Fiscal 2025, 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).

(1)Worldwide revenues are derived from the “Total Revenues” line of our audited income statement. Worldwide revenues are an important metric for measuring our growth and the scope of the business enterprise.

(2)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 (recoveries) and stock-based compensation expense. AOI is also adjusted to remove the impact of foreign exchange.

(3)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.

(4)Mr. Westlake joined the Company in March 2025. See below for the treatment of Mr. Westlake’s STI award for Fiscal 2025.

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 2025” 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, a target performance level and a 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 2025.

(1)The Fiscal 2025 target, which reflect only our ongoing product portfolio, represent a 1% growth in Worldwide Revenues compared to Fiscal 2024 results when AMC is excluded from the results, and represent a larger increase in the AOI target as the Company continues to focus on growing revenue and reducing costs. Therefore, the Fiscal 2025 targets for each metric were set greater than their respective 2024 achievements on an ongoing product portfolio basis. See Section III - Fiscal 2025 Highlights for more information.

The actual STI award earned by each NEO for Fiscal 2025 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 2025, and the percentage of target award amount reflected by the actual award paid, broken out by performance measure as follows:

Mark J. Barrenechea

Todd Cione

(1)Prior Sales executives were measured on metrics that were a subset of Worldwide Revenues. However, with the strategic appointment in Fiscal 2024 of Todd Cione as President of OpenText Worldwide Sales, the Worldwide Revenue metric (and not a subset of this metric) was considered more appropriate as Mr. Cione is focused on spearheading our global go-to-market strategy and revenue growth, with OpenText's global sales and sales operations functions reporting directly to him.

Paul Duggan

(1)For Fiscal 2026, to ensure alignment and consistency across all executives, Mr. Duggan’s STI metrics will be based on Worldwide Revenues and AOI. See Section I - Our Shareholder Engagement Process and Response to Say-on-Pay Vote for a description of changes to our STI program for Fiscal 2026.

Muhi Majzoub

Chadwick Westlake

Mr. Westlake joined the Company in March 2025. As part of Mr. Westlake’s sign-on compensation arrangement, he was provided with an “at target” STI payment prorated for the duration he was employed during Fiscal 2025 (i.e., from March 2025 to June 2025) to ensure Mr. Westlake neither benefits from nor is penalized for performance metrics that would not have reflected Mr. Westlake’s contribution to the Company during the remainder of the fiscal year. As a result, Mr. Westlake’s “at target” payout in Fiscal 2025 was $189,191, based on his annual STI target of $585,210.

Madhu Ranganathan

Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025. As a result of her departure from the Company, she was provided with an “at target” STI payment prorated for the duration she was employed during Fiscal 2025. As a result, Ms. Ranganathan’s “at target” payout in Fiscal 2025 was $640,865, based on her annual STI target of $775,000.

Long-Term Incentives

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 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 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 for grants made in August 2024 (for Fiscal 2025) were comprised of the components outlined in the table below.

(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; and

•When cash dividends are paid by the Company on outstanding Common Shares, the Company credits additional dividend equivalent PSUs and RSUs to the participant’s account. Dividend equivalent PSUs and RSUs are 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. The dividend equivalents for PSUs are only credited for shares earned under the PSU program.

LTIP - PSU Grants in Fiscal 2025

In Fiscal 2025, we maintained our practice of granting PSUs to all NEOs, with vesting tied to rTSR. Since the Fiscal 2024 grant cycle, we have benchmarked our performance against the three-year TSR of companies in the NASDAQ Composite Index. This index is heavily weighted towards the information technology sector, aligning with alternative investment opportunities available to our shareholders.

To further strengthen the performance orientation of our PSU program, we refined the rTSR metric in Fiscal 2025 to raise the requirement for achieving a target payout. Under the revised design, PSUs are earned at the target level only if our rTSR exceeds the median – specifically, at or above the 55th percentile – reinforcing our commitment to strong, market-leading performance.

Our CEO’s annual LTIP grant is positioned 26% below the median of our selected peer group, which the Talent and Compensation Committee (with advice from its independent compensation consultant) considered appropriate. Further, as our CEO continues to hold outstanding performance-based equity from prior years, it was determined that there would be no change to the target grant value of our CEO’s annual LTIP grant in Fiscal 2025 (as compared to Fiscal 2024).

For NEOs, at least 50% of the equity value of their LTIP awards was delivered in the form of PSUs, reinforcing our commitment to performance-based compensation.

(1)Mr. Westlake joined the Company in March 2025. In connection with his hire, Mr. Westlake received a prorated grant (79% of target value) based on his start date relative to the performance cycle. The LTIP grant, which would have vested in Fiscal 2027, will be cancelled following Mr. Westlake’s departure from the Company effective August 15, 2025.

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 2025

PSUs granted in Fiscal 2022 were eligible to vest during Fiscal 2025, based on rTSR performance compared to the designated index over a three-year performance period. During this period, the Company placed at the 35 th percentile relative to the S&P Midcap 400 Software & Services Peer Group used for the Fiscal 2022 PSU award. This performance resulted in a 70% payout of the original PSU grant. The Board determined that this outcome accurately reflected the Company’s rTSR performance in accordance with the plan, and no discretionary adjustments were made to the calculated payout under the plan’s rules.

LTIP –Organic Growth Acceleration Program (OGAP)

In Fiscal 2024, as part of our annual LTIP, we made PSU award grants to our NEOs (excluding our CEO) under the OGAP, such PSUs being tied to an organic growth two-year revenue performance metric and eligible to vest by June 30, 2025. However, the threshold performance was not achieved at the end of the two-year performance period. As a result, the Board deemed that no discretion would be applied and that no PSUs would be earned under this program. The OGAP was retired in Fiscal 2025, and no new grants under the OGAP have been made.

LTIP - RSUs

RSUs are not subject to specific performance-based vesting criteria. Instead, they are intended to promote employment retention over the three-year vesting period and align with share price movements over time.

LTIP - Stock Options

For Fiscal 2026 grants, stock options will no longer be included in the annual LTIP awards for our current CEO and other NEOs. Instead, their annual LTIP grants will consist of PSUs for our CEO and a mix of PSUs and RSUs for our other NEOs.

Stock options that were previously granted under earlier annual LTIP awards will continue to vest over a four-year period and will only have value if our stock price increases during their seven-year term. For a discussion of the assumptions used in the valuation of stock options, see Note 13 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K. All stock option grants, whether part of the annual LTIP prior to Fiscal 2026 or granted separately for new hires, promotions, retention or other reasons, are governed by our stock option plan. 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 immediately preceding the applicable grant date. In addition, grants and exercises of stock options are subject to our Insider Trading Policy. For details of our Insider Trading Policy, see “Other Information with Respect to Our Compensation Program - Insider Trading Policy” below.

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. Furthermore, we believe that it is important to set forth the benefits payable in triggering circumstances in advance to avoid future disputes or litigation.

The severance benefits we offer to our senior executive officers are competitive with similarly situated individuals and companies. 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 are intended to incentivize our senior executive officers to remain employed with the Company in such a transaction.

Perquisites

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; and

•An annual allowance to reimburse expenses to a pre-defined maximum related to financial planning such as tax preparation, additional life insurance, financial planning and/or estate planning advice.

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; and

•Tax-based retirement savings plans matching contributions.

NEOs residing in the United States may be eligible to continue participation in US Open Text health care plans upon retirement on the condition that the costs of the benefit are fully borne by the retiree.

Pension Plans

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

Summary Compensation Table

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)The amount reported in the column for Mr. Cione represents an “at target” STI payment prorated for the period of time Mr. Cione was employed by the Company during Fiscal 2024, based on his annual STI target of $675,000, pursuant to his sign-on compensation arrangement. The amount reported in the column for Mr. Westlake represents an “at target” STI payment prorated for the period of time Mr. Westlake was employed by the Company during Fiscal 2025, based on his annual STI target of $585,210, pursuant to his sign-on compensation arrangement.

(2)Amounts reported 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 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K. For the maximum value that may be received under the PSU awards granted in Fiscal 2025 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 2025” table below.

(3)Amounts reported 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. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. The performance stock options granted to Mr. Barrenechea in Fiscal 2023 have been reflected and valued assuming all performance conditions are satisfied. 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 “Equity and Share-based Compensation” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report.

(4)Amounts reported in this column for Fiscal 2025 represent payments under the short-term incentive plan based on actual performance achieved. Ms. Ranganathan’s payment represents “at target” STI payment prorated for the duration she was employed during Fiscal 2025.

(5)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 NEOs which are generally available to all of our salaried employees.

(6)Represents amounts we paid, reimbursed or attributed for tax, financial, and estate planning and medical examinations.

(7)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, 2024 and 2023.

(8)The total value of all perquisites and personal benefits for this NEO was less than $10,000, and, therefore, excluded.

(9)Mr. Cione joined the Company in April 2024 and Mr. Westlake joined the Company in March 2025.

(10)All Options, PSUs and RSUs that were granted in Fiscal 2025 were forfeited as a result of Ms. Ranganathan’s departure from the Company.

(11)Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025. As a result of her termination with the Company, pursuant to her employment agreement (filed as Exhibit 10.18 of the Annual Report on Form 10-K for the year-ended June 30, 2025), Ms. Ranganathan will receive 12-months of base salary ($775,000), target short-term incentive ($775,000), accrued vacation ($99,851), insurance premium related to employee and medical benefits ($34,994), and payout of certain related perquisites ($5,126). These severance amounts are consistent with the prior disclosure contained in “Compensation Discussion and Analysis — Elements of Our Compensation Program — Potential Payments Upon Termination or Change in Control” of the Annual Report on Form 10-K for the year ended June 30, 2024.

Grants of Plan-Based Awards in Fiscal 2025

The following tables set forth certain information concerning grants of awards made to each NEO during Fiscal 2025.

(1)Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2025. For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Short-Term Incentives” above.

(2)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 2025” above.

(3)Represents the estimated payouts under our LTIP RSUs. For further information, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives - LTIP - RSUs” above.

(4)For further information regarding our options granting procedures, see “Compensation Discussion and Analysis - Elements of Our Compensation Program - Long-Term Incentives” above.

(5)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. In all cases, these amounts do not reflect whether the NEO has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see Note 13 “Equity and Share-based Compensation ” to our Notes to Consolidated Financial Statements under Item 8 of the Annual Report on Form 10-K.

(6)Mr. Westlake joined the Company in March 2025. In connection with his hire, Mr. Westlake received a prorated grant (79% of target value) based on his start date relative to the performance cycle. The LTIP grant would have vested in Fiscal 2027, but will be cancelled following Mr. Westlake’s departure from the Company effective August 15, 2025.

(7)Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025, and has forfeited all stock options, PSUs and RSUs that were granted in Fiscal 2025.

Outstanding Equity Awards at End of Fiscal 2025

The following table sets forth certain information regarding outstanding equity awards held by each NEO (other than Madhu Ranganathan who ceased to be our Chief Financial Officer in March 2025) as of June 30, 2025.

(1)Stock options in the table above vest annually over a period of four years starting from the date of grant, with the exception of (i) stock options granted to certain of our executive officers on August 10, 2020 in recognition of their service which vest annually over a five year period, with the first vesting date being two years from the date of grant, (ii) stock options granted to certain of our executive officers on November 7, 2022 in recognition of their services which vest annually over a four year period, with the first vesting date being two years from the date of grant, and (iii) 750,000 performance stock options granted to Mr. Barrenechea on August 10, 2020 and 1,000,000 performance stock options granted to Mr. Barrenechea on August 7, 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” 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, 2025, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $29.20.

(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, 2025, assuming target achievement, based upon the closing price for the Company’s Common Shares as traded on the NASDAQ on such date of $29.20.

(4)Mr. Westlake joined the Company in March 2025. In connection with his hire, Mr. Westlake received stock options and a prorated LTIP grant. The grants will be cancelled following Mr. Westlake’s departure from the Company effective August 15, 2025.

(5)Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025, and forfeited all Options, PSUs and RSUs that were granted in Fiscal 2025.

As of June 30, 2025, options to purchase an aggregate of 12,306,554 Common Shares had been previously granted and are outstanding under our stock option plans, of which 5,321,170 Common Shares were vested. Options to purchase an additional 4,780,548 Common Shares remain available for issuance pursuant to our stock option plans. Our outstanding stock options pool represents 4.8% of the Common Shares issued and outstanding as of June 30, 2025.

During Fiscal 2025, the Company granted options to purchase 2,620,150 Common Shares or 1.0% of the Common Shares issued and outstanding as of June 30, 2025.

Option Exercises and Stock Vested in Fiscal 2025

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 2025:

(1)Relates to the vesting of PSUs and RSUs under our LTIP program.

(2)“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 stock options.

(3)“Value realized on vesting” is the aggregate market price of the underlying Common Shares on the applicable vesting date.

(4)Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025.

Potential Payments Upon Termination or Change in Control

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; and

•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 employment relationship between the Company and the NEO.

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 NEO 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 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. 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 employment relationship between the Company and the NEO.

Termination Without Cause

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; or

•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 employment 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:

•The sale, lease, exchange or other transfer, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;

•The approval by the holders of Common Shares of any plan or proposal for the liquidation or dissolution of the Company;

•Any transaction in which any person or group acquires ownership of more than 50% of outstanding Common Shares; or

•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 employment 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; or

•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 employment relationship with the Company.

Amounts Payable Upon Termination or Change in Control

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.

PSU vesting acceleration provisions within 12 months of a change in control are aligned with peer group practices to provide for the number of PSUs earned to be based on actual rTSR performance through the change in control date.

Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below.

No Change in Control

(1)Assuming 100% achievement of the expected targets for the fiscal year in which the triggering event occurred.

(2)LTIP amounts are prorated for the number of months of participation at termination date in the applicable 38-month performance period. If the termination date is before the commencement of the 19th month of the performance period, a prorated LTIP will not be paid.

(3)Already vested as of termination date with no acceleration of unvested stock options. For a period of 90 days following the termination date, the NEO has the right to exercise all stock 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 for the specified period.

(5)In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 70 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, 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. Barrenechea would be responsible for that increase.

(6)Mr. Westlake will receive no severance as he voluntarily resigned effective August 15, 2025. As a result, amounts payable upon termination (no change in control) is not applicable. However, had he not submitted his voluntary resignation, the following terms would have applied as of June 30, 2025: base salary: 12 months; short term incentives: 12 months; LTIP: prorated; options: vested; and employee and medical benefits: 12 months.

Within 12 Months of a Change in Control

(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 NEO has the right to exercise all stock 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. Barrenechea is entitled to participate until the age of 70 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, 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. Barrenechea would be responsible for that increase.

(5)Mr. Westlake will receive no severance as he voluntarily resigned effective August 15, 2025. As a result, amounts payable within 12 months of a change in control is not applicable. However, had he not submitted his voluntary resignation, the following terms would have applied as of June 30, 2025: base salary: 12 months; short term incentives: 12 months; LTIP: 100% vested; options: 100% vested; and employee and medical benefits: 12 months.

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. Barrenechea, the Company intends to make all required payments to Mr. 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 NEO must comply with certain obligations in favour 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 by the Company upon the review and approval of the Board.

Quantitative Estimates of Payments upon Termination or Change in Control

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, 2025. Amounts (i) potentially payable under plans which are generally available to all of our salaried employees, such as life and disability insurance, and (ii) earned but unpaid, in both cases, are excluded from the table. The values related to vesting of stock options and awards are based upon the fair market value of our Common Shares of $29.20 per share as reported on the NASDAQ on June 30, 2025, the last trading day of our fiscal year. 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 NEO as of June 30, 2025; and

•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 NEO would have accrued under the applicable benefit or compensation plan as well as the price of our Common Shares.

Ms. Ranganathan ceased to be our Chief Financial Officer in March 2025 and therefore is not included in the tables below. See footnote (10) of the Summary Compensation Table under Section VII - Other Elements of Our Compensation Program for more information on the amounts Ms. Ranganathan will receive pursuant to her employment agreement.

(1)In accordance with the terms of his employment agreement, as amended, Mr. Barrenechea is entitled to participate until the age of 70 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, 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. Barrenechea would be responsible for that increase.

(2)Mr. Westlake will receive no severance as he voluntarily resigned effective August 15, 2025. As a result, amounts payable upon a termination or change in control are not applicable. However, had he not submitted his voluntary resignation, the following amounts would have been applied as of June 30, 2025: (a) Termination Without Cause / Change in Relationship with no Change in Control: salary: $190,193; short-term incentive payment: $585,210; gain on vesting of LTIP and non-LTIP RSUs: $—; gain on vesting of stock options: $—; employee benefits: $—; and total: $775,403; and (b) Termination Without Cause / Change in Relationship, within 12 months following a Change in Control: salary: $190,193; short-term incentive payment: $585,210; gain on vesting of LTIP and Non-LTIP RSUs: $1,428,074; gain on vesting of stock options: $818,170; employee benefits: $—; and total: $3,021,647.

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 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.

All grants of long-term incentive awards are subject to our Insider Trading Policy and as a result, may not be granted during the “blackout” period beginning on the fifteenth day of the last month of each quarter and ending at the beginning of the second trading day following the date on which the Company’s quarterly or annual financial results, as applicable, have been publicly released. If the Board approves the issuance of any awards during the blackout period, these awards will not be granted until the blackout period is over. Further, we do not grant awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of such grants.

Clawback Policy

In accordance with SEC rules and NASDAQ listing standards and in line with market practice, we adopted a clawback policy (Clawback Policy) which mandates the recovery of certain erroneously paid incentive-based compensation 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 in accordance with SEC rules. Recovery is required regardless of whether the executive officer was involved in the preparation of the relevant financial statements. During Fiscal 2025, the Company did not have any qualifying financial restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy.

Share Ownership Guidelines

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.

Our required equity ownership levels are as follows:

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; and/or

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

The result is that only Common Shares– not unvested equity-based compensation– and, for non-management directors, deferred share units (DSUs), are eligible forms of equity for purposes of Share Ownership Guideline fulfillment. Also, Common Shares are valued at the greater of their book value (i.e., purchase price) or the current market value. 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 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 NEOs. As a result of the changes to the ownership guidelines for such individuals will have until 2030 to achieve the new share ownership requirements. The Board recommends that senior management retain their ownership levels for as long as they remain members of the executive leadership team. 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.

Named Executive Officers

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 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 NEOs are in compliance with the Share Ownership Guidelines applicable to them for Fiscal 2025.

Directors

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 2025.”

Director Compensation for Fiscal 2025

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, 2025.

(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 2025, Messrs. Jenkins and Mses. Weinstein elected to receive cash for all 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 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.

(3)The amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of equity-based compensation awards, inclusive of DSU dividend equivalents, as calculated in accordance with ASC Topic 718. 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 “Equity and Share-based Compensation” to our Consolidated Financial Statements in this Annual Report on Form 10-K. In Fiscal 2025, Messrs. Jenkins, Fowlie, Fraser, Hau, Hyder, Previn, Sadler and Slaunwhite and Mses. Hamilton, Powell, Rippert, Stevenson and Weinstein received 5,768, 12,881, 10,494, 8,824, 7,999, 9,786, 15,313, 4,650, 2,915, 620, 13,292, 16,307, and 9,479 DSUs, respectively.

(4)As of June 30, 2025, Mr. Jenkins holds 161,189 DSUs. Mr. Jenkins serves as Chair of the Board.

(5)As of June 30, 2025, Mr. Fowlie holds 149,582 DSUs.

(6)As of June 30, 2025, Mr. Fraser holds 54,338 DSUs.

(7)Ms. Hamilton retired from the Board effective September 12, 2024, being the date of our annual general meeting. The amounts shown (i) reflect the pro rata amounts she received through her retirement date and (ii) include dividend equivalent amounts paid on DSUs held following retirement from the Board but prior to settlement of such DSUs.

(8)As of June 30, 2025, Mr. Hau holds 36,197 DSUs.

(9)As of June 30, 2025, Mr. Hyder holds 13,155 DSUs.

(10)Ms. Ludgate joined the Board on June 26, 2025. As of June 30, 2025, Ms. Ludgate holds no DSUs.

(11)Ms. Powell retired from the Board effective September 12, 2024, being the date of our annual general meeting. The amounts shown (i) reflect the pro rata amounts she received through her retirement date and (ii) include dividend equivalent amounts paid on DSUs held following retirement from the Board but prior to settlement of such DSUs.

(12)As of June 30, 2025, Mr. Previn holds 9,786 DSUs.

(13)As of June 30, 2025, Ms. Rippert holds 13,292 DSUs.

(14)As of June 30, 2025, Mr. Sadler holds 152,562 DSUs.

(15)Mr. Slaunwhite retired from the Board effective September 12, 2024, being the date of our annual general meeting. The amounts shown (i) reflect the pro rata amounts he received through his retirement date and (ii) include dividend equivalent amounts paid on DSUs held following retirement from the Board but prior to settlement of such DSUs.

(16)As of June 30, 2025, Ms. Stevenson holds 155,524 DSUs.

(17)As of June 30, 2025, Ms. Weinstein holds 158,345 DSUs.

(18)During Fiscal 2025, Mr. Sadler received $6,537 in consulting fees, paid or payable in cash, for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

The Board sets the level of compensation for directors, based on the recommendations of the Corporate Governance and Nominating Committee. From time to time, the Corporate Governance and Nominating Committee reviews the amount and form of compensation paid to directors, having regard to the workload and responsibilities involved in being an effective director, and benchmarked against director compensation for comparable companies. The Corporate Governance and Nominating 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. Mr. Barrenechea was the only employee director in Fiscal 2025. The material terms of our director compensation arrangements are as follows:

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 2025, the annual equity grant was $250,000 for each non-management director and $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. For further details of our Share Ownership Guidelines as they relate to directors, see “Share Ownership Guidelines” above.

Talent and Compensation Committee Interlocks and Insider Participation

The members of our Talent and Compensation Committee consist of Ms. Rippert and Messrs. Hyder and Fraser. None of the members of the Talent and 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.

Board’s Role in Risk Oversight

The Board has overall responsibility for risk oversight. 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 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 programs and risks, and disaster recovery plans, and reports to the Board with respect to risk oversight undertaken.

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

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

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

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