MS INTERNATIONAL PLC — AGM Information 2011

Sep 22, 2011

The Companies Acts 1985, 1989 and 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

MICRO FOCUS INTERNATIONAL PLC (the ''Company'')

PASSED ON 22 SEPTEMBER 2011

At the ANNUAL GENERAL MEETING of the Company duly convened and held on 22 September 2011 at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN the following Resolutions were duly passed, in the case of Resolution 1 as an Ordinary Resolution and in the case of Resolutions 2, 3 and 4 as Special Resolutions:-

ORDINARY RESOLUTION

• 1. THAT the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot Relevant Securities (as defined in the notes to this resolution):
• (a) up to an aggregate nominal amount of £6,591,542; and
• (b) comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £13,183,085 (after deducting from such limit the aggregate nominal amount of any Relevant Securities allotted under sub-paragraph (a) above) in connection with an offer by way of rights issue to holders of Ordinary Shares of 10 pence each in the capital of the Company ('Ordinary Shares') in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

and such authority shall expire on the date of the annual general meeting of the Company to be held in 2012 or, if earlier, 1 November 2012, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. This authority shall be in substitution for any previous authorities granted in this regard by the Company, but without prejudice to any allotment of Relevant Securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

• 1. THAT, subject to the passing of resolution 12 in the Notice of Annual General Meeting, the Directors be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to the general authority conferred by resolution 12 above as if section 561(1) of the Act did not apply to any such allotment and to sell equity securities (within the meaning of section 560 of that Act) if, immediately before the sale, such shares are held by the Company as treasury shares for cash as if section 561(1) of that Act did not apply to such sale, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares:
• (a) in connection with an offer of such securities (but in the case of the authority granted under sub-paragraph (b) of resolution 12, by way of a rights issue only) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such

shares and to holders of other equity securities, as required by the rights of those securities or, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems in or under the laws of any territory, or the requirements of any regulatory body or stock exchange; and

(b) (other than pursuant to sub-paragraph 13(a) above) up to an aggregate nominal amount of £988,731;

and such power shall expire on the date of the annual general meeting of the Company to be held in 2012 or, if earlier, 1 November 2012 but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold (as the case may be) after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

• 1. THAT, subject to, and in accordance with the Company's articles of association, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined by section 693(4) of the Act) of Ordinary Shares provided that:
• (a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 29,642,168 Ordinary Shares;
• (b) the minimum price which shall be paid for the Ordinary Shares is 10 pence for each Ordinary Share;
• (c) the maximum price which may be paid for each Ordinary Share is an amount equal to the higher of (i) 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Company agrees to buy the shares concerned; and (ii) the higher of the price of the last independent trade of any Ordinary Share and the highest current bid for an Ordinary Share as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments (2273/2003);
• (d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2012 or 1 November 2012 (whichever is the earlier); and
• (e) the Company may, before such expiry, make a contract to purchase Ordinary Shares under the authority hereby conferred which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary Shares in pursuance of such a contract.
• 1. THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than annual general meetings) on 14 clear days' notice from the date of the passing of this resolution and expiring at the conclusion of the annual general meeting of the Company to be held in 2012 or 1 November 2012 (whichever is the earlier).