Open Text Corporation - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181.

Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.

Securities Act, R.S.O. 1990, c.S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00, AS AMENDED

(THE "REGULATION")

MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c.B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

OPEN TEXT CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Open Text Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting consent (the "Request") from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Request and the recommendation of the Staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the OBCA on June 26, 1991 and filed articles of amalgamation most recently on July 1, 2005. Its head and principal office is located at 275 Frank Tompa Drive, Waterloo, Ontario.

2. The Applicant intends to apply to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act ("CBCA"). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its Application for Continuance must be accompanied by a consent from the Ontario Securities Commission.

3. The Applicant is an offering corporation under the OBCA and is and intends to remain a reporting issuer under the Securities Act (the "Act").

4. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder.

5. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.

6. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA. A summary of differences between the CBCA and the OBCA was provided to shareholders in the Company's management information circular for its December 15, 2005 annual and special meeting (the "Meeting").

7. At the Meeting, a special resolution authorizing the Continuance was approved by 99.9% of the votes cast.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED December 23, 2005.

"Robert W. Davis"

"Susan Wolburgh Jenah"