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(i)	Increased compliance with information governance resulting in reduced exposure to risk of regulatory sanctions related to how information is handled and protected;

(ii)	Lower cost of storage and management of information through improved classification and archiving strategies;

(iii)	Reduced infrastructure costs due to, among other factors, legacy decommissioning capabilities of EIM and cloud and hosted services deployment models;

(iv)	Improved innovation, productivity and time-to-market as a result of letting employees, trading partners and customers work with information and collaborate in ways which are intuitive, automated, and flexible; and

(v)	Increased revenue streams with the enablement of easy expansion across new channels and, ultimately, new markets.

•	Content Management provides a repository for business documents (such as those created with Microsoft Office, AutoCAD and Adobe Acrobat/PDF) and allows for the organizing, displaying, classifying, access control, version control, event auditing, rendition, and search of documents and other content types.

•	Records Management enables control of the complete lifecycle of content management by associating retention and disposition rules to control if and when content can or must be deleted or archived on storage media.

•	Archiving helps reduce storage expenses through optimization of storage use. It manages content storage policies according to business context, optimizes storage use, and provides high-end storage services to reduce future storage demands.

•	Email Solutions enable the archiving, control, and monitoring of email, regardless of platform, to reduce the size of the email database, improve email server performance, control the lifecycle of email content, and monitor email content to improve compliance.

•	Collaboration capabilities designed to facilitate people, teams, and partners working with each other in the context of content and business processes. These tools include project and community workspaces, wikis, polls, cloud-based file sharing, blogs, and discussion forums.

•	Business Process Management provides the software capabilities for analyzing, automating, monitoring and optimizing routine business processes. Customers turn to our BPM offering as an alternative to custom software development tools. BPM often involves interaction with other enterprise applications, such as those from SAP and Oracle.

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Dynamic Case Management (DCM) solutions combine workflow, content management, business rules, portal, and collaboration tools to collectively allow for the completion of an entire 'case' or unit of work. Instead of following predefined and structured processes typical to other BPM applications, DCM enables users to adapt to changing requirements and define tasks needed to resolve or complete a specific case.

•	Process Applications are a new generation of tailored, prepackaged BPM solutions to manage both structured and unstructured processes. Each application takes advantage of process and case management, content management, capture, collaboration, analytics, customer communications, and information awareness capabilities which increase

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•	High Volume Imaging provides the software capabilities for digesting, classifying and managing high volumes of business documents in both paper and electronic format. These solutions are typically used in conjunction with highly structured process automation and content retrieval mechanisms.

•	Business Architecture solutions deliver a complete platform for enterprise business planning, modeling, and architecture that enable customers to implement best-practice solutions to their most pressing process and information management challenges and execute on operational planning and transformation initiatives.

•	Reporting and Analytic solutions deliver dashboard reporting capabilities designed to increase operational visibility, improve performance measurement, determine bottlenecks and identify process issues, and, ultimately, enhance overall business decision-making.

•	Web Content Management provides software for authoring, maintaining, and administering websites designed to offer a “visitor experience” that integrates content from internal and external sources.

•	Digital Asset Management provides a set of content management services for browsing, searching, viewing, assembling, and delivering rich media content such as images, audio and video.

•	Customer Communications Management software makes it possible for organizations to process and deliver highly personalized documents in paper or electronic format rather than a “one message fits all” approach.

•	Social Communities applications help companies “socialize” their web presence by adding blogs, wikis, ratings and reviews, and build communities for public websites and employee intranets.

•	Portal enables organizations to aggregate, integrate and personalize corporate information and applications and provide a central, contextualized, and personalized view of information for executives, departments, partners, and customers.

•	Business-to-Business (B2B) Integration services help optimize the reliability, reach, and cost efficiency of an enterprise's electronic supply chain while reducing costs, infrastructure and overhead.

•	Fax Solutions automate business fax and electronic document distribution to improve the business impact of company information, increase employee productivity and decrease paper-based operational costs.

•	Connectivity provides access to critical business applications with virtual desktop solutions and terminal emulation for desktops and mobile devices.

•	Capture and Recognition systems convert documents from analog sources, such as paper or facsimile (fax), to electronic documents and apply value-added functions, such as optical / intelligent character recognition (OCR/ICR) and barcode scanning, and then release these documents into OpenText or third party repositories where they can be stored, managed, and searched.

•	Secure Messaging helps to share and synchronize files across an organization, across teams and with business partners, while leveraging the latest smartphones and tablets to provide information on the go without sacrificing information governance or security.

•	Search addresses information security and productivity requirements by securely indexing all information for fast retrieval and real-time monitoring.

•	Content Analytics helps information-rich organizations to extract meaning, nuance and content from vast amounts of unstructured content.

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•	Semantic Navigation improves the end-user experience of websites by enabling intuitive visual exploration of site content through contextual navigation.

•	Auto-Classification improves the quality of information governance through intelligent metadata extraction and accurate classification of information.

•	eDiscovery enables the in-sourcing of legal discovery processes through the ability to classify, analyze and extract relevant information in an automated fashion.

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Information Access Platform makes it possible for organizations to deal with the issue of so-called “information silos” resulting from, for instance, numerous legacy systems, multiple business applications for the same solution, in-house built systems and acquired company infrastructure. An information access platform allows organizations to consolidate, decommission, archive and migrate content from virtually any system or information repository.

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•	On January 16, 2014, we acquired GXS, a Delaware corporation and leader in cloud-based B2B integration services for $1.2 billion, inclusive of the issuance of 2,595,042 OpenText Common Shares, on a post stock-split basis.

•	On August 15, 2013, we acquired Cordys Holding B.V. (Cordys), a leading provider of BPM and case management solutions, offered on one platform with cloud, mobile, and social capabilities, based in Putten, the Netherlands for $33.2 million.

•	On May 23, 2013, we acquired ICCM Professional Services Limited (ICCM), a company based in Malmesbury, United Kingdom, for $18.9 million. ICCM is a provider of IT service management software solutions.

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On March 5, 2013, we acquired Resonate KT Limited (RKT), a company based in Cardiff, United Kingdom, for $20.0 million. RKT is a leading provider of software that enables organizations to visualize unstructured data, create new user experiences for ECM and xECM for SAP, as well as build industry-based applications that maximize unstructured data residing within Content Server, a key component of the OpenText ECM suite.

•	On July 2, 2012, we acquired EasyLink Services International Corporation (EasyLink), a company based in Georgia, USA and a global provider of cloud-based electronic messaging and business integration services for $342.3 million.

•	On October 31, 2011, we acquired System Solutions Australia Pty Limited (MessageManager), a software company based in Sydney, Australia for $3.3 million. MessageManager specializes in Fax over Internet Protocol (FoIP).

•	On September 1, 2011, we acquired Operitel Corporation (Operitel), a software company based out of Peterborough, Ontario, Canada, for $7.0 million. Operitel specializes in building enterprise “Learning Portal” solutions.

•	On July 13, 2011, we acquired Global 360 Holding Corp. (Global 360), a software company based in Dallas, Texas, USA, for $256.6 million. Global 360 offers case management and document-centric BPM solutions. The acquisition continued our expansion into the BPM market and added to our technology, talent, services, partner and geographical strengths.

•	On March 15, 2011, we acquired weComm Limited (weComm), based in London, United Kingdom, for $20.5 million. weComm's software platform offers deployment of media rich applications for mobile devices, including smart phones and tablets.

•	On February 18, 2011, we acquired Metastorm Inc. (Metastorm) for $182.0 million. Based in Baltimore, Maryland, USA, Metastorm provides BPM, Business Process Analysis (BPA), and Enterprise Architecture (EA) software that helps enterprises align their strategies with execution.

•	On October 27, 2010, we acquired StreamServe Inc. (StreamServe), a software company based in Burlington, Massachusetts, USA, for $70.5 million. StreamServe offers enterprise business communication solutions that help organizations process and deliver highly personalized documents in paper or electronic format.

•	On May 27, 2010, we completed our acquisition of Burntsand Inc. (Burntsand) for $10.8 million. Burntsand, based in Toronto, Ontario, Canada, is a provider of technology consulting services for customers with complex information processing and information management requirements, focusing in particular in areas such as ECM, Collaboration and Service Management.

•	On April 16, 2010, we acquired for $4.0 million the key assets of New Generation Consulting, Inc., a Chicago, Illinois, USA, based professional services company that delivers content enabled solutions to various U.S. based customers. This acquisition enhanced our professional services capabilities for content enabled solutions on Oracle business applications.

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On April 1, 2010, we acquired Nstein Technologies Inc. (Nstein), a software company based in Montreal, Quebec, Canada, for $33.9 million, inclusive of cash acquired, and consideration paid in Common Shares. Nstein provides content management solutions which help enterprises centralize, understand and manage large amounts of content. Nstein's solutions include its patented “Text Mining Engine” which allows users to more easily search through different content and data.

•	On July 21, 2009, we acquired, by way of merger, all of the issued and outstanding shares of Vignette Corporation (Vignette), an Austin, Texas, USA, based company that provides and develops software used for managing and delivering business content for $321.4 million, inclusive of cash acquired, equity consideration provided and the fair value of shares already owned prior to acquisition date.

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•	Changes in the demand for our software products and services and for the products and services of our competitors;

•	The introduction or enhancement of software products and services by us and by our competitors;

•	Market acceptance of our software products, enhancements and/or services;

•	Delays in the introduction of software products, enhancements and/or services by us or by our competitors;

•	Customer order deferrals in anticipation of upgrades and new software products;

•	Changes in the lengths of sales cycles;

•	Changes in our pricing policies or those of our competitors;

•	Delays in software product implementation with customers;

•	Change in the mix of distribution channels through which our software products are licensed;

•	Change in the mix of software products and services sold;

•	Change in the mix of international and North American revenues;

•	Changes in foreign currency exchange rates and LIBOR and other applicable interest rates;

•	Acquisitions and the integration of acquired businesses;

•	Restructuring charges taken in connection with any completed acquisition or otherwise;

•	Changes in general economic and business conditions; and

•	Changes in general political developments, such as international trade policies and policies taken to stimulate or to preserve national economies.

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•	the increased scope and complexity of our operations;

•	coordinating geographically separate organizations, operations, relationships and facilities;

•	integrating (i) personnel with diverse business backgrounds, corporate cultures and management philosophies, and (ii) the standards, policies and compensation structures, as well as the complex systems, technology, networks and other assets, of the two companies;

•	preserving important strategic and customer relationships;

•	the possibility that we may have failed to discover liabilities of GXS during our due diligence investigation as part of the acquisition of GXS for which we, as a successor owner, may be responsible; and

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•	provisions in our and GXS’ contracts with third parties that may limit our flexibility to take certain actions.

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•	Grasbrunn facility, located in Germany, totaling approximately 123,000 square feet of office and storage;

•	Richmond Hill facility, located in Ontario, Canada, totaling approximately 101,000 square feet;

•	Hyderabad facility, located in India, totaling approximately 99,000 square feet;

•	Tinton Falls facility, located in New Jersey, United States, totaling approximately 90,000 square feet;

•	Gaithersburg facility, located in Maryland, United States, totaling approximately 84,000 square feet;

•	Makati City facility, located in Manila, Philippines, totaling approximately 79,000 square feet;

•	Bellevue facility, located in Washington, United States, totaling approximately 55,000 square feet;

•	Alpharetta facility, located in Georgia, United States, totaling approximately 54,000 square feet;

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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•	an index of companies in the software application industry (Morningstar Application-Software Index);

•	the NASDAQ Composite Index; and

•	the S&P/TSX Composite Index.

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Item 6.	Selected Financial Data

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•	Total revenue was $1,624.7 million, up 19.2% over the same period in the prior fiscal year.

•	License revenue was $309.2 million, up 10.6% over the same period in the prior fiscal year.

•	GAAP-based EPS, diluted, was $1.81 compared to $1.26 in the same period of the prior fiscal year.

•	Non-GAAP-based EPS, diluted, was $3.37 compared to $2.79 in the same period of the prior fiscal year.

•	GAAP-based operating margin was 18.5% compared to 14.5% in the same period of the prior fiscal year.

•	Non-GAAP-based operating margin was 30.9% compared to 29.3% in the same period of the prior fiscal year.

•	Operating cash flow was $417.1 million, up 31.0% from the same period in the prior fiscal year.

•	Cash and cash equivalents was $427.9 million as of June 30, 2014, compared to $470.4 million as of June 30, 2013.

•	On January 16, 2014, we acquired GXS Group, Inc. (GXS), a Delaware corporation and leader in cloud-based business-to-business (B2B) integration services for $1.2 billion, inclusive of the issuance of 2,595,042 OpenText Common Shares, on a post stock-split basis.

•	On August 15, 2013, we acquired Cordys Holding B.V. (Cordys), a leading provider of Business Process Management (BPM) and case management solutions, offered on one platform with cloud, mobile, and social capabilities, based in Putten, the Netherlands for $33.2 million.

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(i)	Revenue recognition,

(ii)	Capitalized software

(iii)	Goodwill,

(iv)	Acquired intangibles,

(v)	Restructuring charges,

(vi)	Business combinations,

(vii)	Foreign currency, and

(viii)	Income taxes.

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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*	As previously announced, Mr. McFeeters will be retiring from OpenText as Chief Financial Officer on September 8, 2014.

(1)	Member of the Compensation Committee.

(2)	Member of the Audit Committee.

(3)	Member of the Corporate Governance and Nominating Committee.

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

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

•	Jonathan Hunter - Executive Vice President, Worldwide Field Operations

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

•	Muhi Majzoub - Senior Vice President, Engineering

•	P. Thomas Jenkins - Chairman of the Board and former Chief Strategy Officer

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Peer Group Review - In light of the larger scope and size of the Company following the acquisition of GXS, the Committee determined that it should re-assess the peer group used to benchmark compensation practices and policies. In its review, the Committee referenced analysis provided by Radford, who identified a list of companies in the software sector that fit the criteria outlined under the heading “Competitive Compensation”. This review resulted in changes to the peer group deemed to be relevant for our current size and scope of operations.

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Executive Compensation Review - The Committee reviewed, in consultation with Radford, our executive compensation policies, referring to Radford’s analysis of our compensation practices and policies with respect to our ten most senior positions against similar-sized global technology companies, in order to allow us to place our compensation practices for these positions in a market context. This benchmarking included a review of base salary,

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

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Market relevant - Our compensation program should provide market competitive pay in terms of value and structure in order to retain current employees who are performing according to their objectives and to attract new recruits of the highest caliber. We aim to position our executive officers’ compensation targets at the median in relation to our peer group, however, actual pay will depend on performance of the executive officers and the Company;

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Pay for Performance - We aim to reward sustained company performance and individual achievements by aligning a significant portion of total compensation to our financial results and strategic objectives. We believe compensation should fluctuate with financial performance and accordingly, we structure total compensation to be above our peer group median when our financial performance exceeds the peer group median and likewise, we structure total compensation to be below our peer group median if our financial performance falls below the peer group median; and

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

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

•	Align the interests of executive officers with our shareholders' interests and with the execution of our business strategy;

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

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

•	Competitive compensation; and

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

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•	Understand the competitiveness of our current pay levels for each executive position relative to companies with similar revenues and business characteristics;

•	Identify and understand any gaps that may exist between our actual compensation levels and market compensation levels; and

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

•	Base salary;

•	Total cash compensation (base salary + target short-term incentives); and

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

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•	Fixed salary;

•	Short-term incentives; and

•	Long-term incentives (LTIP).

•	Base salary;

•	Perquisites; and

•	Other benefits.

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•	Participating in an annual executive medical physical examination;

•	Maintaining membership in a health club;

•	Car allowances; and

•	Purchasing financial advice and related services.

•	Medical health insurance;

•	Dental insurance;

•	Life insurance; and

•	Tax based retirement savings plans matching contributions.

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(1)	Adjusted to remove the impact of foreign exchange and, in some cases, reflect certain adjustments relating to the aging of accounts receivable.

(2)

There is no threshold target for this performance measure. Payments under the performance measure for worldwide license revenues are determined based on a graduated scale where every dollar of license revenue achieved results in a performance payment. Additionally, because payments are based on a graduated scale, it is not meaningful to show a single percentage of payment per the Fiscal 2014 “Worldwide License Revenues” payout table, as more than one percentage level could be applicable.

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(1)

Performance Share Units (PSUs) and Restricted Share Units (RSUs) were granted pursuant to the Fiscal 2016 LTIP. The amounts set forth in this column represent the aggregate grant date fair value, as computed in accordance with ASC Topic 718 “Compensation-Stock Compensation” (Topic 718). Grant date fair value may vary from the target value indicated in the table set forth above in the section “Fiscal 2016 LTIP”. For a discussion of the assumptions used in these valuations, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K. For the maximum value that may be received under the PSU awards, see the “Maximum” column under “Estimated Future Payouts under Equity Incentive Plan Awards” under the “Grants of Plan-Based Awards in Fiscal 2014” table below.

(2)

Amounts set forth in this column represent the amount recognized as the aggregate grant date fair value of stock option awards, as calculated in accordance with Topic 718 for the fiscal year in which the awards were granted. In all cases, these amounts do not reflect whether the recipient has actually realized a financial benefit from the exercise of the awards. For a discussion of the assumptions used in this valuation, see note 12 “Share Capital, Option Plans and Share-based Payments” to our Notes to Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K.

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(3)	The amounts set forth in this column for Fiscal 2014 represent payments under the short-term incentive plan.

(4)	Except as otherwise indicated the amounts in “All Other Compensation” primarily include (i) medical examinations; (ii) car allowances, (iii) club memberships reimbursed, and (iv) tax preparation and financial advisory fees paid. “All Other Compensation” does not include benefits received by the Named Executive Officers which are generally available to all our salaried employees.

(5)	Represents amounts we paid or reimbursed for:

(6)	For details of the amounts of fees or expenses we paid or reimbursed please refer to Summary Compensation Table in Item 11 of our Annual Report on Form 10-K for the corresponding fiscal years ended June 30, 2013 and June 30, 2012.

(7)	The amounts set forth for Mr. Barrenechea's salary and non-equity incentive awards represent a prorated amount based on Mr. Barrenechea's date of hire in January 2012 with the Company.

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

(9)	The executive officer was not a Named Executive Officer during the fiscal year, and, therefore compensation details have been excluded.

(10)	Following Mr. Jenkins’ resignation as an executive officer of the Company, we granted 8,376 DSUs with a grant date fair value of $387,474 to Mr. Jenkins as compensation for his service as Chairman of the Board. In addition, “All Other Compensation” includes amounts we paid or reimbursed for:

(11)	The amounts set forth for Mr. Jenkins’ salary and stock awards are detailed in Mr. Jenkins’ letter agreement with the Company, dated as of July 30, 2013, between Mr. Jenkins and the Company filed as Exhibit 10.22 to our Annual Report on Form 10-K for the year ended June 30, 2013.

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(1)	Represents the threshold, target and maximum estimated payouts under our short-term incentive plan for Fiscal 2014. For further information, please see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Short-Term Incentives” above.

(2)	For further information regarding our options granting procedures, please see “Compensation Discussion and Analysis-Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives ” above.

(3)

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

(4)	Represents the threshold, target and maximum estimated payouts under our Fiscal 2016 LTIP PSUs. For further information, please see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - LTIP” above.

(5)	Represents the estimated payouts under our Fiscal 2016 LTIP RSUs and DSU plan. For further information, please see “Compensation Discussion and Analysis - Aligning Officers' Interests with Shareholders' Interests - Long-Term Incentives - LTIP” and “Director Compensation for Fiscal 2014”.

(6)	Mr. Hunter is evaluated on (i) worldwide license revenues, (ii) worldwide professional service and cloud services revenues, and (iii) worldwide professional service and cloud services margin. With respect to worldwide license revenues, there is no threshold or maximum level of payment related to this performance measure.

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

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(2)	Represents each Named Executive Officer's target number of RSUs granted pursuant to the Fiscal 2014, Fiscal 2015, and Fiscal 2016 LTIPs and the market value as of June 30, 2014 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $47.94.

(3)	Represents each Named Executive Officer's target number of PSUs granted pursuant to the Fiscal 2014, Fiscal 2015, and Fiscal 2016 LTIPs and the market value as of June 30, 2014 based upon the closing price for the Company's Common Shares as traded on the NASDAQ on such date of $47.94.

(4)	Represents the number of DSUs granted to Mr. Jenkins, pursuant to his service as a director, and the market value as of June 30, 2014 based upon the closing price for the Company’s Commons Shares as traded on the NASDAQ on such date of $47.94.

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

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

(3)

Relates to (i) the vesting of PSUs and RSUs under our Fiscal 2013 LTIP, (ii) the fully vested RSUs under our Fiscal 2016 LTIP, (iii) the vesting of PSUs and RSUs under our Fiscal 2014 LTIP and Fiscal 2015 LTIP for Mr. Jenkins, and (iv) the vesting of RSUs for Mr. Barrenechea in accordance with his Amending Agreement to the Restricted Share Unit Grant Agreement between Mr. Barrenechea and the Company, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 1, 2012.

•	If the Named Executive Officer 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 relationship between the Company and the Named Executive Officer.

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

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

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

•	The Named Executive Officer's intentional and unauthorized removal, use or disclosure of information relating to the Company, including customer information, which is injurious to the Company or its customers;

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

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

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

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

•	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.

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

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

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

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

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(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 36 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 options. For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.

(4)	Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

(5)

In addition to Mr. Barrenechea’s right to exercise all options which have vested as of the date of termination for 90 days following such termination, all options and RSUs granted to Mr. Barrenechea during Fiscal 2012 (Fiscal 2012 Awards) shall continue to vest during the 24 month period following the date of termination and Mr. Barrenechea shall have another 90 days following this period to exercise the Fiscal 2012 Awards. Following these deadlines, all unvested options and RSUs shall terminate. However, if the triggering event occurs within twelve months of a change

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

(2)	For a period of 90 days following the termination date, the Named Executive Officer has the right to exercise all options which have vested as of the date of termination.

(3)	Employee and medical benefits provided to each Named Executive Officer immediately prior to the occurrence of the trigger event.

(4)	For Mr. Barrenechea, the accelerated vesting includes 100% vesting of his Fiscal 2012 Awards.

•	Payments in Canadian dollars included herein are converted to U.S. dollars using an exchange rate, as of June 30, 2014, of 0.934857; and

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•	The salary and incentive payments are calculated based on the amounts of salary and incentive payments which were payable to each Named Executive Officer as of June 30, 2014; and

•	Payments under the LTIPs are calculated as though 100% of Fiscal 2016 LTIP (granted in Fiscal 2014) and Fiscal 2015 LTIP (granted in Fiscal 2013) 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.

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(1)

Non-management directors may elect to defer all or a portion of their retainer and/or fees in the form of Common Share equivalent units under our Directors' Deferred Share Unit Plan (DSU Plan) based on the value of the Company's shares as of the date fees would otherwise be paid. The DSU Plan became effective February 2, 2010, is available to any non-management director of the Company and is designed to promote greater alignment of long-term interests between directors of the Company and its shareholders. DSUs granted as compensation for directors fees vest immediately whereas the annual DSU grant vests at the Company’s next annual general meeting. No DSUs are payable by the Company until the director ceases to be a member of the Board.

(2)

In Fiscal 2014, Messrs. Jenkins, Fowlie, Jackman, Sadler, and Slaunwhite and Mses. Hamilton, Stevenson and Weinstein received 8,376, 5,314, 4,018, 4,018, 5,748, 4,018, 5,365, and 5,867 DSUs, respectively. The amounts set forth in this column represents the amount recognized as the aggregate grant date fair value of equity-based compensation awards, 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 12 “Share Capital, Option Plan and Share-based Payments” to our consolidated financial statements.

(3)	As of June 30, 2014, Mr. Fowlie holds 60,200 options and 18,348 DSUs.

(4)	As of June 30, 2014, Mr. Jackman holds 60,600 options and 9,682 DSUs.

(5)	As of June 30, 2014, Mr. Sadler holds no options and 17,002 DSUs.

(6)	As of June 30, 2014, Mr. Slaunwhite holds 91,800 options and 22,076 DSUs.

(7)	As of June 30, 2014, Ms. Hamilton holds 12,200 options and 14,562 DSUs.

(8)	As of June 30, 2014, Ms. Stevenson holds 45,000 options and 13,469 DSUs.

(9)	As of June 30, 2014, Ms. Weinstein holds 36,600 options and 19,667 DSUs.

(10)	During Fiscal 2014, Mr. Sadler received $656,112 in consulting fees for assistance with acquisition-related business activities. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees.

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Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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*	Less than 1%

(1)	Information regarding the shares outstanding is based on information filed in Schedule 13G, 13F, or Schedule 13G/A with the SEC. The percentage of Common Shares outstanding is calculated using the total shares outstanding as of June 30, 2014.

(2)	Includes 1,897,302 Common Shares owned, and 4,322 deferred stock units (DSUs) which are exercisable.

(3)	Includes 285,123 options which are exercisable, and 16,901 options which will become exercisable within 60 days of June 30, 2014.

(4)	Includes 158,800 Common Shares owned, 91,800 options which are exercisable, and 18,058 DSUs which are exercisable.

(5)	Includes 98,000 Common Shares owned, 60,200 options which are exercisable and 14,330 DSUs which are exercisable.

(6)	Includes 130,000 Common Shares owned, and 12,984 DSUs which are exercisable.

(7)	Includes 100,000 Common Shares owned, 5,239 options which are exercisable, and 5,854 options which will become exercisable within 60 days of June 30, 2014.

(8)	Includes 24,000 Common Shares owned, 60,600 options which are exercisable, and 5,664 DSUs which are exercisable.

(9)	Includes 8,200 Common Shares owned, 45,000 options which are exercisable, and 9,451 DSUs which are exercisable.

(10)	Includes 3,054 Common Shares owned, 52,349 options which are exercisable, and 2,624 options which will become exercisable within 60 days of June 30, 2014.

(11)	Includes 36,600 options which are exercisable, and 15,649 DSUs which are exercisable.

(12)	Includes 7,000 Common Shares owned, 12,200 options which are exercisable, and 10,544 DSUs which are exercisable.

(13)	Includes 14,700 Common Shares owned, and 3,613 options which are exercisable.

(14)	Includes 2,445,348 Common Shares owned, 687,753 options which are exercisable, 30,022 options which will become exercisable within 60 days of June 30, 2014, and 91,002 DSUs which are exercisable.

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Item 13.	Certain Relationships and Related Transactions, and Director Independence

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Item 14.	Principal Accountant Fees and Services

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(1)	Filed as an Exhibit to the Company's Registration Statement on Form F-1 (Registration Number 33-98858) as filed with the Securities and Exchange Commission (the “SEC”) on November 1, 1995 or Amendments 1, 2 or 3 thereto (filed on December 28, 1995, January 22, 1996 and January 23, 1996 respectively), and incorporated herein by reference.

(2)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2001 and incorporated herein by reference.

(3)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 28, 2002 and incorporated herein by reference.

(4)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 29, 2003 and incorporated herein by reference.

(5)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 13, 2004 and incorporated herein by reference.

(6)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 27, 2005 and incorporated herein by reference.

(7)	Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 3, 2006 and incorporated herein by reference.

(8)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 20, 1999 and incorporated herein by reference.

(9)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on September 12, 2006 and incorporated herein by reference.

(10)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 26, 2008 and incorporated herein by reference.

(11)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 4, 2008 and incorporated herein by reference.

(12)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on May 6, 2009 and incorporated herein by reference.

(13)	Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on April 30, 2010 and incorporated herein by reference.

(14)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on November 9, 2011 and incorporated herein by reference.

(15)	Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on February 8, 2012 and incorporated herein by reference.

(16)	Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, as filed with the SEC on February 2, 2012 and incorporated herein by reference.

(17)	Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on July 3, 2012 and incorporated herein by reference.

(18)	Filed as an Exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on October 2, 2012 and incorporated herein by reference

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(19)	Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 1, 2012 and incorporated herein by reference

(20)	Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on January 25, 2013 and incorporated herein by reference

(21)	Filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on April 25, 2013 and incorporated herein by reference

(22)	Filed as an Exhibit to the Company's Annual Report on Form 10-K, as filed with the SEC on August 1, 2013 and incorporated herein by reference

(23)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 26, 2013 and incorporated herein by reference

(24)	Filed as an Exhibit to the Company's Current Report on Form 8-K/A, as filed with the SEC on November 6, 2013 and incorporated herein by reference.

(25)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on December 20, 2013 and incorporated herein by reference.

(26)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on January 16, 2014 and incorporated herein by reference.

(27)	Filed as an Exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on February 5, 2014 and incorporated herein by reference.

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*	The current portion of the benefit obligation has been included within "Accounts payable and accrued liabilities" in the Consolidated Balance Sheets.

**	These plans were acquired as part of our acquisition of GXS on January 16, 2014.

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*	Included in these balances as of June 30, 2013 are acquired balances of $8.8 million relating to the acquisition of EasyLink.

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*	These balances have been included within "Long-term income taxes payable" within the Consolidated Balance Sheets.

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•	Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

•	Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•	Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

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