THIS CIRCULAR AND THE ACCOMPANYING FORM OF PROXY AND FORM OF ELECTION ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your Ordinary Shares, please forward this Circular, together with the accompanying documents (but not any personalised Form of Proxy or Form of Election), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold part only of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. However, neither this Circular nor any accompanying documents should be forwarded to or sent in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.

This Circular has been prepared for the purposes of complying with English law and the Listing Rules and the information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The distribution of this Circular in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession or distribution of this Circular or the accompanying documents in any jurisdiction, other than the UK, where action for that purpose may be required. Accordingly, neither this Circular nor the accompanying documents may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Circular comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

MICRO FOCUS INTERNATIONAL PLC

(incorporated in England and Wales with registered number 05134647)

Proposed return of value to Shareholders of

45 pence per Existing Ordinary Share,

by way of

one B Share or one C Share for each Existing Ordinary Share,

and a 22 for 25 Share Capital Consolidation,

and

Notice of General Meeting

This Circular should be read as a whole. Your attention is drawn to the Letter from the Chairman which is set out in Part I of this Circular. The letter contains a recommendation that you vote in favour of the Resolution to be proposed at the General Meeting referred to below and sets out certain information relating to the B/C Share Scheme.

Notice of the General Meeting of the Company to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012 is set out at the end of this Circular. A Form of Proxy to be used in connection with the Resolution to be proposed at the General Meeting is enclosed. Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post or (during normal business hours only) by hand but, in any event, so as to be received by the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL by no later than 10.00 a.m. on 4 January 2012. If you have registered for electronic communication, you may complete the proxy form online via your portfolio at www.shareview.co.uk or, if you have not registered for electronic communication, by completing it online at www.sharevote.co.uk so that, in each case, the proxy form is received by Equiniti Limited no later than 10.00 a.m. on 4 January 2012.

If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrars, Equiniti Limited, under CREST participant ID number RA19, so that it is received by no later than 10.00 a.m. on 4 January 2012.

Please read the whole of this Circular. In particular, your attention is drawn to the risk factors set out in Part IV of this Circular. A summary of the action to be taken by Shareholders in relation to the General Meeting is set out on pages 7 and 8 of this Circular and in the accompanying Notice of General Meeting. Completion and return of a Form of Proxy, the giving of a CREST Proxy Instruction, or the completion of a proxy form online will not preclude Shareholders from attending and voting in person at the General Meeting (in substitution for their proxy vote) if they wish to do so and are so entitled.

Application will be made to the UK Listing Authority and the London Stock Exchange, respectively, for the New Ordinary Shares resulting from the proposed Share Capital Consolidation to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities in place of the Existing Ordinary Shares. It is expected that dealings in the Existing Ordinary Shares will continue until 4.30 p.m. on 11 January 2012 and that Admission of the New Ordinary Shares will become effective and dealings in them will commence on the London Stock Exchange at 8.00 a.m. on 12 January 2012.

No application will be made to the UK Listing Authority or to the London Stock Exchange, respectively, for any of the B Shares, C Shares or Deferred Shares to be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares, C Shares or Deferred Shares be listed or admitted to trading on any other securities or investment exchange.

Numis, which is authorised in the UK under FSMA and which is regulated by the FSA, is acting as financial adviser and corporate broker in connection with the Return of Value. Numis is acting exclusively for the Company in connection with the Return of Value and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Numis nor for providing any advice in relation to the Return of Value or the contents of this Circular or any transaction, arrangement or matter referred to herein.

None of the B Shares, C Shares, Deferred Shares nor the New Ordinary Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States or to any US persons unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise.

None of the B Shares, C Shares, Deferred Shares, New Ordinary Shares nor this Circular has been approved, disapproved or otherwise recommended by any US federal or state securities commission or other regulatory authority or any non-US securities commission or regulatory authority nor have such authorities passed upon or endorsed the merits of the Return of Value or confirmed the accuracy or determined the adequacy of this Circular. Any representation to the contrary is a criminal offence in the United States.

The attention of Overseas Shareholders is drawn to paragraph 6 of Part V of this Circular. Shareholders with a registered address in the United States, Canada, Australia, Japan, the Republic of South Africa or New Zealand are only eligible to elect for the Income Option and will automatically receive the C Share Dividend. The other Share Alternative is not being made available to Shareholders resident, or with a registered address, in any of these jurisdictions.

This Circular does not constitute an invitation to participate in the B/C Share Scheme in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer or participate under applicable securities laws or otherwise.

This document is a circular relating to the proposed B/C Share Scheme which has been prepared in accordance with the Listing Rules made under section 73A of the Financial Services and Markets Act 2000.

This Circular includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''anticipates'', ''targets'', ''aims'', ''continues'', ''expects'', ''intends'', ''hopes'', ''may'', ''will'', ''would'', ''could'' or ''should'' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Circular and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Micro Focus Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Micro Focus Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: conditions in the markets; the market position of the Micro Focus Group; earnings, financial position, cash flows, return on capital and operating margins of the Micro Focus Group; anticipated investments and capital expenditures of the Micro Focus Group; changing business or other market conditions; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Circular based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the Listing Rules, Prospectus Rules, the Disclosure and Transparency Rules or other applicable legislation or regulation, neither Micro Focus nor Numis undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this Circular.

Dated 14 December 2011

	Where to find help iv
Expected timetable of principal events 1
PART I	Letter from the Chairman 2
PART II	Frequently asked Questions and Answers 9
PART III	Completing the Form of Election 14
PART IV	Risk Factors related to the proposed B/C Share Scheme 17
PART V	Details of the B/C Share Scheme 18
PART VI	Power to capitalise Reserves and Funds 27
PART VII	Rights and Restrictions attached to the B Shares 28
PART VIII	Rights and Restrictions attached to the C Shares 31
PART IX	Rights and restrictions attached to the Deferred Shares 34
PART X	Taxation 36
PART XI	Additional Information 44
PART XII	Definitions 48
Notice of General Meeting 52

WHERE TO FIND HELP

You will find answers to some of the questions most often asked by shareholders about returns of value and the procedure for participating in the B/C Share Scheme in Part II of this Circular. If you have further questions on the B/C Share Scheme, there is a Shareholder helpline available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays). The Shareholder helpline will remain open until 14 February 2012.

The Shareholder helpline numbers are: 0871 384 2957 (from inside the UK) and +44 (0) 121 415 0227 (from outside the UK). Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2957 are charged at 8 pence per minute from a BT landline (excluding VAT). Other service providers' costs may vary. Calls to +44 (0) 121 415 0227 from outside the UK are chargeable at applicable international rates.

Please note that for legal reasons the Shareholder helpline will only be able to provide information contained in this Circular and the accompanying Form of Election and will be unable to give advice on the merits of the B/C Share Scheme, the Share Alternatives or to provide financial, investment or taxation advice.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy and CREST Proxy Instructions for the General Meeting	10.00 a.m. on 4 January 2012
General Meeting	10.00 a.m. on 6 January 2012
Election Deadline: latest time and date for receipt of Forms of Election or TTE Instructions from CREST holders in relation to the Share Alternatives	4.30 p.m. on 11 January 2012
Latest time and date for dealings in Existing Ordinary Shares	4.30 p.m. on 11 January 2012
Record Time for the Share Capital Consolidation and entitlement to B Shares and/or C Shares. Existing Ordinary Share register closed and Existing Ordinary Shares disabled in CREST	6.00 p.m. on 11 January 2012
Cancellation of trading of Existing Ordinary Shares. New Ordinary Shares admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. Dealings commence in New Ordinary Shares	8.00 a.m. on 12 January 2012
B Shares and C Shares issued	8.00 a.m. on 12 January 2012
CREST accounts credited with New Ordinary Shares	Approximately 8.00 a.m. on 12 January 2012
C Share Dividend becomes payable on C Shares issued pursuant to the Income Option and these C Shares automatically reclassify as Deferred Shares	By 18 January 2012
Redemption of B Shares issued pursuant to the Capital Option	By 18 January 2012
Despatch of cheques, or payment by BACS to mandated Sterling bank accounts, in respect of proceeds under the Income Option	By 24 January 2012
Despatch of cheques or, if held in CREST, CREST accounts credited in respect of proceeds under the Capital Option	By 24 January 2012
Despatch of share certificates in respect of New Ordinary Shares	By 24 January 2012

Notes:

⁽¹⁾ All references in this Circular are to London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to the Company Shareholders by announcement through the Regulatory Information Service.

⁽²⁾ All events in the above timetable following the holding of the General Meeting are conditional on the passing of the Resolution at such meeting.

PART I

LETTER FROM THE CHAIRMAN

Micro Focus International plc

(incorporated in England and Wales with registered number 05134647)

Directors Registered Address

Kevin Loosemore (Executive Chairman) Mike Phillips (Chief Financial Officer) David Maloney (Non-executive senior independent director and Deputy Chairman) Paul Pester (Non-executive director) Tom Skelton (Non-executive director) Karen Slatford (Non-executive director)

The Lawn 22-30 Old Bath Road Newbury Berkshire RG14 1QN

14 December 2011

To: Micro Focus International plc Shareholders, persons with information rights and, for information only, to participants in the Micro Focus Share Plans

Dear Shareholder,

PROPOSED RETURN OF VALUE TO SHAREHOLDERS OF 45 PENCE PER EXISTING ORDINARY SHARE AND NOTICE OF GENERAL MEETING

1. Introduction

The Directors announced on 7 December 2011 that they proposed, subject to Shareholder approval, to return approximately £83.6 million (\$130.6 million) to Shareholders and I am writing to you to provide further details of the proposed return of value to Shareholders (the ''Return of Value''). The Board has decided to effect the Return of Value through a structure involving an issue of B Shares and/or C Shares which may enable all Shareholders, subject to applicable overseas restrictions and tax laws, to elect to receive their cash proceeds as income or capital or any combination of the two.

Under this proposal, referred to as the ''B/C Share Scheme'', for every 1 Existing Ordinary Share held at the Record Time, 45 pence per Existing Ordinary Share (equivalent to approximately 70 cents per Existing Ordinary Share) would be returned to Shareholders through the issue to them of either one B Share, which will be redeemed by the Company for 45 pence, or one C Share, on which a dividend of 45 pence will be payable.

Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) will be able to elect for either B Shares or C Shares as described in paragraph 3 below.

Shareholders who do not make a valid election for either B Shares or C Shares will be deemed to have elected for C Shares in respect of all of their B/C Share Entitlement.

In order to maintain (subject to market fluctuations) the market price for Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the B/C Share Scheme, a proportional share capital consolidation of the Company's Existing Ordinary Shares is also proposed. Shareholders will receive 22 New Ordinary Shares in substitution for every 25 Existing Ordinary Shares held at the Record Time. Details of the Share Capital Consolidation are summarised in paragraph 4 below.

This structure has been chosen to complete the Return of Value because:

* it gives all Shareholders (with the exception of Overseas Shareholders resident, or with a registered address in, a Restricted Territory) choice how they receive their cash, which is intended to afford UK tax-resident Shareholders flexibility in the tax treatment of their proceeds; and
* it treats all Shareholders equally relative to the size of their existing shareholdings in the Company.

This Circular sets out details of the B/C Share Scheme and explains why the Directors consider the B/C Share Scheme to be in the best interests of the Company and Shareholders as a whole.

In order to comply with applicable companies legislation, the B/C Share Scheme and certain related matters require the approval of Shareholders at a general meeting of the Company, to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012. A notice convening the General Meeting is set out at the end of this Circular. The Board is recommending to Shareholders that they vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 519,139 Ordinary Shares, representing approximately 0.28 per cent. of the current issued share capital of the Company (excluding treasury shares).

The terms of the B/C Share Scheme are summarised in paragraphs 3 and 4 of this Part I.

2. Background to the proposed Return of Value

The Board is mindful of its role as custodian of Shareholder value and has spent much time through 2011 exploring ways in which Shareholder value could be optimised. The Company was in an offer period from 26 April 2011 to 22 August 2011 and explored a number of alternative structures to deliver value to Shareholders. No firm offers were forthcoming and therefore the company terminated all offer discussions.

The Board has also reviewed the options for achieving a more efficient capital structure for the Company and has consulted with major institutional shareholders in this regard. The Board's guiding principle has been one of creating flexibility to return value to Shareholders by way of buybacks or cash distribution as appropriate, whilst at the same time ensuring that it does nothing that will constrain the business' ability to return to growth.

In the period from 28 March 2011 to 21 September 2011 the Company completed a 10 per cent. share buyback programme using market purchases under an authority granted at its 2010 Annual General Meeting, at a total cost of \$104.5 million. The average share price paid was 319 pence. At the Company's Annual General Meeting in September 2011 the buyback authority was renewed, but has not yet been utilised to make on market purchases.

On 2 December 2011, the Company entered into a new three year revolving credit facility of up to \$275 million with a group of five banks (the ''Facility''). The banks providing the previous facility, Barclays Corporate, HSBC Bank plc, Lloyds TSB Bank plc and The Royal Bank of Scotland plc, have been joined by Clydesdale Bank PLC in this Facility. This increased Facility is on better terms than the previous facility and has greater flexibility for its use including the ability to add value through suitable acquisitions should appropriate opportunities arise. No significant acquisition is contemplated until further operational progress has been achieved but opportunities may arise to consider bolt on acquisitions that would enhance or accelerate the operational improvements being made.

The Board is confident in the ability of the business to support borrowings under the Facility. Consequently, it is proposing the Return of Value to all Shareholders amounting to approximately \$130.6 million in cash (45 pence per Existing Ordinary Share), by way of a B/C Share Scheme, which gives Shareholders (with the exception of Overseas Shareholders resident, or with a registered address, in a Restricted Territory) a choice between receiving the cash in the form of income or capital.

3. The Share Alternatives

Each Shareholder (with the exception of Overseas Shareholders resident, or with a registered address, in a Restricted Territory) will be able to choose between the two Share Alternatives described below as to how they receive their cash proceeds under the B/C Share Scheme. This is intended to give UK resident Shareholders the flexibility to receive their cash proceeds as income or capital, or any combination of the two. It is also possible that equivalent treatment may be available in certain other jurisdictions (but Shareholders should take their own professional advice in this regard). Each Share Alternative is expected to return 45 pence of cash per B Share or C Share.

Shareholders should read Part X of this Circular which outlines the different tax consequences of the Share Alternatives in the UK and the US. Shareholders who are in any doubt as to their tax position, or who are subject to taxation in a jurisdiction other than the UK or US, should consult an appropriate professional adviser.

Shareholders who do not make a valid election, and all Overseas Shareholders resident, or with a registered address, in a Restricted Territory, will be deemed to have elected for the Income Option in respect of ALL of their B/C Share Entitlement.

Alternative 1—Income Option

For shares validly elected (or deemed elected) to the Income Option, a Shareholder will receive one C Share for each corresponding Existing Ordinary Share held at the Record Time. It is expected that the C Share Dividend of 45 pence will become payable in respect of each such C Share by 18 January 2012 and that the cash proceeds of the C Share Dividend will be sent to relevant Shareholders by 24 January 2012. The cash received under Alternative 1 (Income Option) should be taxed as income for UK individual shareholders. Part X of this Circular provides further details on the UK taxation in relation to the Return of Value.

Once the C Share Dividend has been paid, each relevant C Share will be reclassified as a Deferred Share having negligible value and carrying extremely limited rights. If it so chooses, the Company may then take steps to purchase the Deferred Shares for an aggregate consideration of one penny and then cancel the Deferred Shares. In view of the negligible amount of the aggregate consideration, Shareholders will not be entitled to have any part of the aggregate consideration paid to them.

Alternative 2—Capital Option

For shares validly elected to the Capital Option, a Shareholder will receive one B Share for each corresponding Existing Ordinary Share held at the Record Time and will receive 45 pence in respect of each such B Share. The number of B Shares which will be issued is subject to a maximum limit as explained further in Part V of this Circular. Consequently, if there are insufficient B Shares available to satisfy valid elections for the Capital Option, the Company will issue C Shares proportionately for each corresponding Existing Ordinary Share in respect of such elections in excess of this maximum limit. It is unlikely that ''scaling back'' will occur under Alternative 2 (Capital Option) but even if scaling back does occur, Shareholders will still be paid 45 pence for each Existing Ordinary Share (see ''Scaling back'' below).

Where B Shares are issued to satisfy valid elections for the Capital Option, it is expected that each such B Share will be redeemed by the Company for 45 pence by 18 January 2012 and cancelled by the Company on redemption. It is expected that the redemption proceeds will be sent to relevant Shareholders by 24 January 2012. The cash received under Alternative 2 (Capital Option) should be taxed as capital for UK individual shareholders. Part X of this Circular provides further details on the UK taxation in relation to the Return of Value.

In the event of scaling back, any C Shares issued to satisfy elections for the Capital Option will receive the C Share Dividend (as described above under Alternative 1 – Income Option).

It is intended that all Shareholders will receive the Return of Value at the same time, whether this is effected by the issue of B Shares or C Shares or a combination of the two.

Overseas Shareholders resident, or with a registered address, in a Restricted Territory will not be eligible for the Capital Option and so will be deemed to have elected for the Income Option in respect of all of their B/C Share Entitlement.

Information relating to the B Shares, C Shares and Deferred Shares

None of the B Shares, C Shares or the Deferred Shares will be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares, C Shares or Deferred Shares be listed or admitted to trading on any other recognised investment exchange.

The B Shares, C Shares and Deferred Shares will have limited rights. The rights and restrictions attached to the B Shares, C Shares and the Deferred Shares are set out more fully in Parts VII, VIII and IX of this Circular respectively.

Scaling back

A maximum of approximately 152 million B Shares will be issued, because the number of B Shares that the Company can issue is effectively subject to a limit by reference to certain amounts credited to the Company's share premium account in Sterling. This is in order to achieve the objective of delivering the taxation treatment for certain Shareholders as generally described in Section 1 of Part X of the Circular. To the extent that there are insufficient B Shares to satisfy the elections made by Shareholders for Alternative 2 (Capital Option), B Shares will be proportionately allocated amongst the elections for Alternative 2 (Capital Option) and the element of the elections that cannot be met by B Shares will be met by the issue of C Shares. The scaling back arrangements explained above will mean that those elections for B Shares but met by the issue of C Shares will, for an individual resident (for tax purposes) in the United Kingdom, be taxed as income and not capital. Further details of the scaling back arrangement are set out on pages 18 and 19 of this Circular.

Further information

The two Share Alternatives summarised above are explained in further detail in paragraph 4 of Part V of this Circular. In addition, Part II of this Circular sets out some frequently asked questions to help Shareholders understand what is involved in the B/C Share Scheme, including worked examples on page 10 of how each of the Share Alternatives summarised above would affect Shareholders. Shareholders should also read Part X of this Circular in full.

4. Share Capital Consolidation

As part of the B/C Share Scheme, the Company proposes to undertake the Share Capital Consolidation. The purpose of the Share Capital Consolidation is to seek to ensure that, subject to market fluctuations, the market price of each New Ordinary Share immediately following the implementation of the B/C Share Scheme is approximately the same as the market price of each Existing Ordinary Share immediately beforehand. The Share Capital Consolidation should also allow historical and future financial information in relation to the Company to be compared on a per-share basis before and after the B/C Share Scheme.

The value proposed to be returned pursuant to the B/C Share Scheme represents approximately 12.06 per cent. of the Company's market capitalisation (based on the average closing middle market price for the three business days prior to the posting of the Circular of 373.0 pence per Existing Ordinary Share). As a result of the Share Capital Consolidation, the number of ordinary shares in issue will be reduced by a broadly equivalent percentage (being 12.0 per cent.), with Shareholders receiving 22 New Ordinary Shares for every 25 Existing Ordinary Shares held at the Record Time.

Following the Share Capital Consolidation, it is expected that there will be approximately 163 million New Ordinary Shares (excluding treasury shares) in issue on the Admission Date.

The New Ordinary Shares will, subject to Admission, be traded on the London Stock Exchange's main market for listed securities and will be equivalent in all material respects to the Existing Ordinary Shares. After the B/C Share Scheme, Shareholders will own the same proportion of the Company as they did immediately beforehand, subject to fractional entitlements.

A fractional entitlement will arise as a result of the Share Capital Consolidation unless a holding of Existing Ordinary Shares is exactly divisible by 25. For example, a Shareholder holding 90 Existing Ordinary Shares would be entitled to 79 New Ordinary Shares and a fractional entitlement of 0.2 of a New Ordinary Share after the Share Capital Consolidation. These fractional entitlements will be aggregated and sold in the market and, as the proceeds from the sale of any such fractional entitlement (net of any expenses) will be less than £5.00, Shareholders will have no entitlement or right to the proceeds of sale but instead any such proceeds will be retained by the Company.

Following the Capital Reorganisation, New Ordinary Share certificates are expected to be sent to Shareholders who hold their Existing Ordinary Shares in certificated form by 24 January 2012, and the CREST accounts of Shareholders who hold their Existing Ordinary Shares in uncertificated form are expected to be credited with New Ordinary Shares at approximately 8.00 a.m. on 12 January 2012.

5. Tax

A guide to certain UK tax consequences of the B/C Share Scheme under current UK law and HM Revenue & Customs' practice is set out in Section 1 of Part X of this Circular and a summary of certain US tax consequences of the Income Option for Shareholders under current US tax law is set out in Section 3 of Part X of this Circular.

Any Shareholder who validly elects for the Capital Option or whose proceeds from the Capital Option are (a) paid to an account maintained in the US, (b) despatched to such Shareholder at an address in the US, (c) paid to such Shareholder who made an election from within the US, or (d) paid to such Shareholder who has been or will be sent a confirmation of redemption or sale at an address in the US, may be subject to US information reporting and backup withholding and is referred to the summary of certain aspects of the US information reporting and backup withholding rules set out in Section 2 of Part X of this Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK or the US, or who are in any doubt as to the potential tax consequences of the B/C Share Scheme, should consult an appropriate professional adviser.

6. Overseas Shareholders

Overseas Shareholders' attention is drawn to paragraph 6 of Part V of this Circular. In particular, Overseas Shareholders (other than those in Restricted Territories) should note that, by making a valid election for the Capital Option, such Shareholders will be deemed to represent, warrant, undertake and/or agree (as applicable) in the terms set out in paragraph 6 of Part V of this Circular. Furthermore, Overseas Shareholders resident, or with a registered address, in a Restricted Territory will be deemed to have elected for the Income Option in respect of all of their B/C Share Entitlement. The tax consequences of the B/C Share Scheme may vary for Overseas Shareholders and, accordingly, Overseas Shareholders should consult their own independent professional adviser without delay.

7. Micro Focus Share Plans

Separate e-mails are being sent to participants in the Micro Focus Share Plans in respect of the B/C Share Scheme.

Other than in relation to (i) the options granted to US participants of the Micro Focus Employee Stock Purchase Plan 2006 and (ii) the Kevin Loosemore Awards (see below), the effect of the Share Capital Consolidation should be to preserve the prevailing value immediately before the B/C Share Scheme of each Ordinary Share under option or award, subject to any market fluctuations. As a result, the value of each option and award under the Micro Focus Share Plans after the Share Capital Consolidation should remain approximately the same. Other than in relation to the options granted to US participants of the Micro Focus Employee Stock Purchase Plan 2006 and the Kevin Loosemore Awards, no adjustments, therefore, are proposed to be made to options or awards that have been made under the Micro Focus Share Plans. Accordingly, the number of Ordinary Shares over which participants have options or awards, the exercise price and the other terms of the relevant options or awards will remain unchanged. Where subsisting options or awards are subject to performance conditions, the Company's remuneration committee will consider whether amendments to the original conditions are required (in line with the terms of the relevant plans) in light of the proposed Return of Value to Shareholders and the Share Capital Consolidation to ensure that the performance targets are not materially less challenging in its opinion. Any such amendment will be made at the discretion of the Company's remuneration committee and will be notified to relevant option/award holders.

Holders of options granted to US participants under the Micro Focus Employee Stock Purchase Plan 2006 will receive a cash compensation payment to take account of the reduction in value of such options resulting from the proposed Return of Value to Shareholders. This is because, unlike other Micro Focus Share Plans, the value of these options will not be preserved following the Share Capital Consolidation. The terms of such compensation payment will be determined in the discretion of the Company's remuneration committee on a fair and reasonable basis, and communicated to the relevant participants. However, any such compensation will, in any event, only be paid to the extent that the related options are exercised.

As part of Kevin Loosemore's terms of recruitment as Executive Chairman, two share awards were made to him in April 2011 (the ''Kevin Loosemore Awards''). The delivery of shares under these awards is, in the ordinary course, subject to (i) continued employment for a period of 3 years, (ii) the achievement of certain performance conditions and (iii) in relation to one of the awards, Mr Loosemore maintaining a minimum shareholding in the Company.

The Kevin Loosemore Awards and associated shareholding requirement will be reduced in line with the Share Capital Consolidation, and the performance conditions will be amended so that they are not materially less challenging in the opinion of the Company's remuneration committee, notwithstanding the proposed Return of Value to Shareholders and related Share Capital Consolidation.

Further details of the implications of the proposed B/C Share Scheme on options and awards that have been made under the Micro Focus Share Plans are set out in paragraph 11 of Part V of this Circular.

8. General Meeting

Implementation of the B/C Share Scheme and certain related matters require the approval of Shareholders at a general meeting of the Company. Accordingly there is set out at the end of this Circular a notice convening the General Meeting to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012.

The Resolution proposed at the General Meeting will adopt the new Articles of Association incorporating the rights and restrictions attaching to the B Shares, C Shares and Deferred Shares and approve and authorise certain steps to be taken by the Company and its Directors for the purposes of implementing the B/C Share Scheme.

A summary explanation of the Resolution to be proposed at the General Meeting can be found at paragraph 12 of Part V of this Circular.

9. Action to be taken

Action Shareholders should take in relation to the General Meeting

Shareholders will find enclosed a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to be present at the meeting, you are asked to complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL, so as to arrive as soon as possible, but in any event by no later than 10.00 a.m. on 4 January 2012. The Form of Proxy is pre-paid and can be posted free of charge from inside the United Kingdom. If you have registered for electronic communication, you may complete the proxy form online via your portfolio at www.shareview.co.uk or, if you have not registered for electronic communication, by completing it online at www.sharevote.co.uk so that, in each case, the proxy form is received by Equiniti Limited no later than 10.00 a.m. on 4 January 2012.

If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti Limited (under CREST participant ID number RA19), so that it is received no later than 10.00 a.m. on 4 January 2012.

Completion of a Form of Proxy, the giving of a CREST Proxy Instruction, or the completion of a proxy form online will not prevent you from attending the General Meeting and voting in person (in substitution for your proxy vote) if you wish to do so and are so entitled.

Action Shareholders should take in relation to the B/C Share Scheme

The procedure for making elections under the B/C Share Scheme depends on whether your Existing Ordinary Shares are held in certificated or uncertificated form and is summarised below.

Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) may elect for any combination of the Share Alternatives provided that the total number of Existing Ordinary Shares in respect of which an election is made does not exceed a Shareholder's total holding as at the Record Time.

Shareholders need to make their own decision regarding any election(s) they make under the B/C Share Scheme between the Share Alternatives and are recommended to consult their own independent professional adviser.

(a) Existing Ordinary Shares held in certificated form

Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) who hold Existing Ordinary Shares in certificated form should make any election for the Share Alternative(s) suitable for them by completing the Form of Election, in accordance with the instructions printed thereon, and returning it as soon as possible and, in any event, so as to be received by post or using the accompanying reply paid envelope if posting from inside the United Kingdom or (during normal business hours only) by hand by the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 4.30 p.m. on 11 January 2012. Shareholders who do not complete and return a valid Form of Election by 4.30 p.m. on 11 January 2012 will be deemed to have elected for the Income Option in respect of their entire B/C Share Entitlement.

Overseas Shareholders with a registered address in a Restricted Territory will not be sent a Form of Election and will be deemed to have elected for the Income Option in respect of all of their B/C Share Entitlement.

(b) Existing Ordinary Shares held in uncertificated form

Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) who hold their Existing Ordinary Shares in uncertificated form should refer to the applicable procedures and related timings set out in paragraph 4 of Part XI of this Circular. Any Shareholder whose TTE Instruction does not settle by 4.30 p.m. on 11 January 2012 will be deemed to have elected for the Income Option in respect of their entire B/C Share Entitlement.

The CREST Manual may also assist you in making a TTE Instruction.

10. Recommendation

The Board, which has received financial advice from Numis, considers the terms of the B/C Share Scheme and the Resolution to be in the best interests of Shareholders as a whole. In providing its advice to the Board, Numis has relied upon the Board's commercial assessments. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 519,139 Ordinary Shares, representing approximately 0.28 per cent. of the total issued share capital of the Company (excluding treasury shares) as at 12 December 2011 (being the latest practicable date prior to the publication of this Circular).

The Board makes no recommendation to Shareholders in relation to elections for the B/C Share Scheme itself. Shareholders need to take their own decision in this regard and are recommended to consult their own independent professional adviser.

Yours sincerely

Kevin Loosemore Executive Chairman

PART II

FREQUENTLY ASKED QUESTIONS AND ANSWERS

To help you understand what is involved in the B/C Share Scheme, the following sets out some frequently asked questions and answers. Shareholders should read both the questions and answers below and the Circular as a whole carefully. In the event of any inconsistency between the contents of this Part II and the contents of Parts I and V of this Circular, the contents of Parts I and V of this Circular shall prevail.

Is there a meeting to approve the B/C Share Scheme? How do I vote?

As the B/C Share Scheme requires the approval of Shareholders, a general meeting of the Company has been convened for 10.00 a.m. on 6 January 2012 at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN. A summary explanation of the Resolution is set out at paragraph 12 of Part V of this Circular. The Resolution being proposed at the General Meeting will require a majority of 75 per cent. or more of the votes cast in order to be passed.

All Shareholders are entitled to attend and vote at the General Meeting, but are not obliged to do so. If you choose not to attend, we would encourage you to exercise your right to vote at the meeting by signing and returning the enclosed Form of Proxy so that it is received by the Company's Registrars, Equiniti, by no later than 10.00 a.m. on 4 January 2012. Alternatively, if you have registered for electronic communication, you may complete the proxy form online via your portfolio at www.shareview.co.uk or, if you have not registered for electronic communication, by completing it online at www.sharevote.co.uk. If you hold your Existing Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti under CREST participant ID number RA19 so that it is received by no later than 10.00 a.m. on 4 January 2012.

What do I need to do next?

First, whether or not you intend to be present at the General Meeting, we would encourage you to vote on the Resolution being proposed in connection with the B/C Share Scheme by appointing a proxy as described above.

Secondly, you should consider whether or not you are resident in or have a registered address in the United States, Canada, Australia, Japan, the Republic of South Africa or New Zealand (referred to as ''Restricted Territories''). Shareholders resident, or with a registered address, in a Restricted Territory will be deemed to have elected for the Income Option in respect of all of their B/C Share Entitlement and so will not be sent Forms of Election. If you are such a Shareholder, you do not need to take any further action in respect of your election to any of the Share Alternatives.

If your registered address is not in a Restricted Territory and you are not resident in a Restricted Territory, you will be able to choose between the two alternatives as to how and when to receive your proceeds from the B/C Share Scheme. Further details of these choices are set out in paragraph 3 of Part I and paragraph 4 of Part V of this Circular. You do not have to elect the same alternative for all of your Existing Ordinary Shares: you may choose a combination of the two.

Before making any election or elections between the Share Alternatives available under the B/C Share Scheme, you are recommended to consult your own independent professional adviser. In particular, Overseas Shareholders should read paragraph 6 of Part V of this Circular.

How do I elect for my chosen Share Alternative(s)?

Assuming you do not have a registered address in a Restricted Territory and you are not resident in a Restricted Territory and you hold your existing shares in certificated form, you can indicate your choice by completing and signing the enclosed Form of Election and returning it so as to be received by Equiniti by no later than 4.30 p.m. on 11 January 2012. Instructions on how to complete the Form of Election are printed on the form itself.

Shareholders who hold their existing shares in CREST will not be sent a Form of Election. They will, however, be able to make their election by way of a TTE Instruction through the CREST system to be received by Equiniti by not later than 4.30 p.m. on 11 January 2012. Further information for Shareholders who hold their existing shares in CREST is contained in paragraph 4 of Part XI of this Circular.

Shareholders who are resident or have a registered address in a Restricted Territory will not be sent a Form of Election and will be deemed to have elected for the Income Option in respect of ALL of their B/C Share Entitlement.

What is the impact of the B/C Share Scheme on the value of my Micro Focus shares?

The purpose of the Share Capital Consolidation, which forms part of the B/C Share Scheme, is to try to make sure that (subject to market fluctuations) the market price of each New Ordinary Share immediately following the implementation of the B/C Share Scheme is approximately the same as the market price of each Existing Ordinary Share immediately beforehand.

In addition, you will continue to own the same proportion of the Company (subject to fractional entitlements) as you did before.

Under the Share Capital Consolidation, every 25 Existing Ordinary Shares you hold will be consolidated into 22 New Ordinary Shares, thus reducing the aggregate number of Ordinary Shares in issue. Expressed as a percentage, the reduction in the number of Ordinary Shares as a result of the Share Capital Consolidation is broadly equivalent to the percentage of the Company's market capitalisation at 13 December 2011 proposed to be returned to Shareholders under the B/C Share Scheme. Therefore, the value of your holding of New Ordinary Shares plus the amount to be returned per Existing Ordinary Share held at the Record Time should, subject to market fluctuations, approximately equal the value of your holding of Existing Ordinary Shares.

If you currently hold Existing Ordinary Shares in certificated form you will be issued with a new share certificate in respect of your New Ordinary Shares following the issue of New Ordinary Shares. Your existing share certificate should then be destroyed.

If you currently hold Existing Ordinary Shares in uncertificated form your CREST account will be credited with New Ordinary Shares.

To give you an idea of how the B/C Share Scheme would affect your shareholding we have set out

Alternative 1 – Income Option
Number of Existing Ordinary Shares held at the Record Time	Number of C Shares you will receive	Number of New Ordinary Shares you will receive	Dividend expected to be despatched by 24 January 2012
100	100	88	£45.00
500	500	440	£225.00
1,000	1,000	880	£450.00

How will the B/C Share Scheme affect my shareholding?

some examples below:¹

Alternative 2 – Capital Option

Number of Existing Ordinary Shares held at the Record Time	Number of B Shares (and/ or possibly C Shares) you will receive	Number of New Ordinary Shares you will receive	Proceeds payable on redemption of B Shares and (if applicable) on payment of the C Share Dividend expected to be despatched by 24 January 2012
100	100	88	£45.00
500	500	440	£225.00
1,000	1,000	880	£450.00

¹ If, immediately before the Share Capital Consolidation, your holding of Existing Ordinary Shares does not divide exactly by 25, you will be left with a fractional entitlement to a New Ordinary Share. Fractional entitlements will be aggregated into New Ordinary Shares and sold in the market and, as the proceeds from the sale of any fractional entitlement will be less than £5.00, Shareholders will have no entitlement or rights to the proceeds of sale and any such proceeds will be retained by the Company. See paragraph 4 of Part I and paragraph 3 of Part V of this Circular for further details. This will mean that, following the Share Capital Consolidation, no Shareholder will be left with a fraction of a New Ordinary Share.

Do I have to elect for one of the two alternatives? What happens if I do nothing?

Shareholders who do not make a valid election will be deemed to have elected for the Income Option in respect of ALL of their B/C Share Entitlement.

What if I sell or have sold or transferred all or some of my existing shares?

If you sell or have sold or otherwise transferred all of your existing shares at any time prior to the Record Time, please forward this Circular, together with the accompanying documents (but not any personalised Form of Proxy or Form of Election), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold part only of your holding of existing shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. However, such documents should not be forwarded to or sent in or into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.

Can I trade my New Ordinary Shares?

Subject to Admission, New Ordinary Shares will be traded on the London Stock Exchange's main market for listed securities and will be equivalent in all material respects (including as to the right to transfer) to Existing Ordinary Shares. It is expected that dealings in Existing Ordinary Shares will continue until 4.30 p.m. on 11 January 2012 and that Admission of the New Ordinary Shares will become effective and dealings in them will commence on the London Stock Exchange at 8.00 a.m. on 12 January 2012 meaning there should not be any period when you cannot trade either your Existing Ordinary Shares or your New Ordinary Shares on the London Stock Exchange's main market for listed securities.

Can I trade my B Shares, C Shares and/or Deferred Shares?

Although the B Shares and C Shares are transferable (subject, in the case of the C Shares, to the applicable restrictions set out in the revised Articles of Association (please refer to Part VIII of this Circular for further details)), neither they nor the Deferred Shares will be admitted to the Official List or to trading on the London Stock Exchange's main market for listed securities or listed or admitted to trading on any other recognised investment exchange. There will be no formal market for the B Shares or C Shares and your ability to trade or sell the B Shares or C Shares is therefore likely to be limited.

Should you wish to transfer some or all of your B Shares issued pursuant to the Capital Option and/ or any of your C Shares (subject, in the case of C Shares, to the applicable restrictions set out in the revised Articles of Association) you should send the relevant duly completed instrument(s) of transfer, together with any supporting documentation, to Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by Equiniti by 5.00 p.m. on the second Business Day prior to the Effective Date in the case of B Shares issued pursuant to the Capital Option and C Shares issued pursuant to the Income Option. If you transfer such shares prior to the Effective Date and deliver the relevant instrument(s) of transfer and any supporting documents as set out above, you will not be entitled to any proceeds which may become payable on such shares pursuant to the B/C Share Scheme.

The Deferred Shares are not transferable (other than in the circumstances set out in Part IX of this Circular) meaning you will not be able to trade or sell such shares.

What if I am a citizen, resident or national of a country other than the UK?

Shareholders who are not resident in the UK, or who are citizens, residents or nationals of a country other than the UK, should read the additional information set out in paragraph 6 of Part V of this Circular. In particular, Overseas Shareholders should note that, by making a valid election for the Capital Option, such Shareholders will be deemed to represent, warrant, undertake and/or agree (as applicable) to the terms set out in paragraph 6 of Part V of this Circular. Furthermore, Overseas Shareholders who are resident or have a registered address in a Restricted Territory will be deemed to have elected for the Income Option in respect of all their B/C Share Entitlement. Shareholders who are subject to tax in a jurisdiction other than the UK or the US, or who are in any doubt as to their tax position, should consult their own independent professional adviser since the tax consequences of the B/C Share Scheme may vary for such Shareholders.

What is my tax position?

A guide to certain UK tax consequences of the B/C Share Scheme under current UK law and H M Revenue & Customs' published practice is set out in Section 1 of Part X of this Circular and a summary of certain US tax consequences of the Income Option for Shareholders under current US tax law is set out in Section 3 of Part X of this Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK or the US, or who are in any doubt as to the potential tax consequences of the B/C Share Scheme, are strongly recommended to consult their own independent professional adviser.

What happens if I do not get my Form of Election back in time?

If you hold your Existing Ordinary Shares in certificated form and do not complete and return a valid Form of Election so that it is received by Equiniti by 4.30 p.m. on 11 January 2012 or, if you are a CREST Shareholder and you do not send a valid TTE Instruction for settlement by 4.30 p.m. on 11 January 2012, you will be deemed to have elected for the Income Option in respect of ALL of your B/C Share Entitlement.

When will I receive my proceeds from the B/C Share Scheme and how will these be paid?

In respect of valid elections (or deemed elections) to the Income Option, it is expected that relevant Shareholders will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, payments are expected to be made by BACS to mandated accounts in respect of the C Share Dividend by 24 January 2012. All payments in respect of the C Share Dividend will be made in Sterling.

In respect of valid elections to the Capital Option, it is expected that relevant Shareholders will be sent cheques or, if Shareholders hold their existing shares in CREST, their CREST accounts are also expected to be credited, by 24 January 2012.

In respect of any dividends payable, your present dividend mandate, where in respect of a Sterling bank account, will (unless revoked or amended) be deemed to be valid for dividends payable under the B/C Share Scheme. All dividend payments under the B/C Share Scheme will be made in Sterling.

What is the impact on Micro Focus Share Plans?

Options and awards granted under the Micro Focus Share Plans which remain unexercised at the Record Time do not entitle the holders of such options and awards to participate in the B/C Share Scheme. The B/C Share Scheme will not affect the legal rights of the holders of such options, and the number of Ordinary Shares over which participants have options or awards, the exercise price and the other terms of the relevant options or awards will remain unchanged. However, where subsisting options or awards are subject to performance conditions, the Company's remuneration committee will consider whether amendments to the original conditions are required (in line with the terms of the relevant plans) in light of the proposed Return of Value to Shareholders and the Share Capital Consolidation to ensure that the performance targets are not materially less challenging in its opinion. Any such amendment will be made at the discretion of the Company's remuneration committee and will be notified to relevant option/award holders.

Other than in relation to (i) the options granted to US participants of the Micro Focus Employee Stock Purchase Plan 2006 and (ii) the Kevin Loosemore Awards, the Share Capital Consolidation, which forms part of the B/C Share Scheme, is designed to maintain the intrinsic value of awards and options over Ordinary Shares held under the Micro Focus Share Plans following implementation of the B/C Share Scheme. A summary of the implications of the B/C Share Scheme for holders of awards or options over Ordinary Shares in the Micro Focus Share Plans is set out in paragraph 11 of Part V of this Circular.

As part of Kevin Loosemore's terms of recruitment as Executive Chairman, two share awards were made to him in April 2011. The delivery of shares under these awards is, in the ordinary course, subject to (i) continued employment for a period of 3 years, (ii) the achievement of certain performance conditions and (iii) in relation to one of the awards, Mr Loosemore maintaining a minimum shareholding in the Company.

Separate e-mails are also being sent to participants in the Micro Focus Share Plans in respect of the B/C Share Scheme.

What if I have any more questions?

If you have read this Circular and have any further questions, please telephone the Shareholder helpline, which is available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and which will remain open until 14 February 2012. The Shareholder helpline numbers are: 0871 384 2957 (from inside the UK) and +44 (0) 121 415 0227 (from outside the UK). Please note that calls to the Shareholder helpline numbers may be monitored or recorded. Calls to 0871 384 2957 are charged at 8 pence per minute from a BT landline (excluding VAT). Other service providers' costs may vary. Calls to +44 (0) 121 415 0227 from outside the UK are chargeable at applicable international rates. Please note that for legal reasons the Shareholder helpline will only be able to provide information contained in this Circular and will be unable to give advice on the merits of the B/C Share Scheme, the Share Alternatives or to provide financial, investment or taxation advice.

Shareholders are recommended to consult their own independent professional adviser before making any election(s) under the B/C Share Scheme.

PART III

COMPLETING THE FORM OF ELECTION

To make an election, Shareholders who hold their Existing Ordinary Shares in certificated form must complete the Form of Election sent to them with this Circular. Shareholders who hold their Existing Ordinary Shares in CREST will not be sent a Form of Election and instead should make their election by means of a TTE Instruction and should refer to paragraph 4 of Part XI of this Circular for further information.

Overseas Shareholders resident or with a registered address in the United States, Canada, Australia, Japan, the Republic of South Africa or New Zealand will be deemed to have elected for the Income Option in respect of all of their B/C Share Entitlement and will automatically receive the C Share Dividend. The Capital Option is not being offered to Shareholders resident, or with a registered address, in any of these jurisdictions. Accordingly, this Form of Election is not being and must not be mailed or otherwise forwarded, distributed or sent into the United States, Canada, Australia, Japan, the Republic of South Africa or New Zealand. The attention of Overseas Shareholders is drawn to paragraph 6 of Part V of the Circular.

Shareholders wishing to receive the C Share Dividend (i.e. the Income Option) in respect of ALL of their B/C Share Entitlement and Overseas Shareholders resident, or with a registered address, in a Restricted Territory should NOT complete or return the Form of Election or make an election through CREST. C Shares will be issued and the C Share Dividend paid automatically in respect of all of the B/C Share Entitlement in relation to which a Shareholder has not elected for any of the other Share Alternatives.

The following instructions describe what Shareholders should do when completing a Form of Election. Shareholders need to take their own decision regarding any election(s) they make under the B/C Share Scheme and are recommended to consult their own independent professional adviser.

References to ''Boxes'' are to the boxes on the Form of Election.

Number of Existing Ordinary Shares held

Box 1B shows the number of Existing Ordinary Shares registered in the name(s) of the Shareholder(s) at 6.00 p.m. on 12 December 2011 and is for information purposes only. If Shareholders do not sell or transfer any Existing Ordinary Shares registered in their name(s) or purchase additional Existing Ordinary Shares between that date and the Record Time (expected to be 6.00 p.m. on 11 January 2012), then this number will also be the same as their B/C Share Entitlement in respect of which they may make an election. If Shareholders sell or transfer any Existing Ordinary Shares registered in their name(s) and/or purchase additional Existing Ordinary Shares, they should ensure that their election corresponds to the number of Existing Ordinary Shares that will be registered in their name(s) at the Record Time.

How Shareholders may elect for one Share Alternative in respect of all of their B/C Share Entitlement

To elect for the Income Option in respect of ALL of their B/C Share Entitlement, Shareholders should take no further action. Shareholders who do not complete or return the Form of Election will automatically receive only C Shares in respect of all of their B/C Share Entitlement, on which the C Share Dividend is expected to be paid.

To elect for the Capital Option in respect of ALL of their B/C Share Entitlement, Shareholders should mark an ''X'' where indicated in Box 2B.

How Shareholders may split their B/C Share Entitlement between more than one Share Alternative

To split their B/C Share Entitlement between more than one Share Alternative, a Shareholder should enter (in numbers) the number of their B/C Share Entitlement they wish to elect for the Capital Option in Box 2B. The balance will automatically be defaulted to the Income Option.

The default position where a Shareholder makes an election which is less than their total B/C Share Entitlement

If a Shareholder enters a number in Box 2B of the Form of Election, which is less than their total B/C Share Entitlement, they will be deemed to have elected for the Income Option in respect of the balance of their holding.

Dematerialisation of Existing Ordinary Shares following election

If the Existing Ordinary Shares to which any election made on the enclosed Form of Election relates are currently held in certificated form and are ''dematerialised'' into uncertificated form (i.e. held in CREST) after the relevant Form of Election has been submitted but before the Election Deadline, such election will become invalid. Shareholders who subsequently hold such Existing Ordinary Shares in uncertificated form in CREST will need to give a valid TTE Instruction in place of the submitted Form of Election by the Election Deadline.

Overseas Shareholders

Each Shareholder by whom, or on whose behalf, a Form of Election is executed or TTE Instruction is given, irrevocably represents, warrants, undertakes and agrees to and with the Company that such Shareholder has observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due from such Shareholder in any territory in connection with any election for any of the Share Alternatives (or any transaction resulting therefrom) and such Shareholder has not taken or omitted to take any action which may result in the Company or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the B/C Share Scheme or such Shareholder's election for any of the Share Alternatives (or any transaction resulting therefrom).

General

The Directors shall have absolute discretion to determine all questions as to the form and validity (including time and place of receipt) of any Form of Election or TTE Instruction, which determination shall be final and binding. The Directors also reserve the absolute right to waive any defect or irregularity in relation to, or in relation to the receipt of, any Form of Election completed by or on behalf of any Shareholder, and such determination shall be binding on such Shareholder(s). The Directors shall not be liable to Shareholders for any loss arising from the determination of questions as to the form and validity (including time and place of receipt) of any Form of Election or TTE Instruction, unless attributable to their own wilful default, fraud or negligence and the Directors shall not be under any duty to give notification of any defect or irregularity in any Form of Election or incur any liability for failure to give any such notice.

Once the Election Period has ended, any election made is irrevocable. If the Election Period is extended, the period for exercising withdrawal rights will also be extended (these rights are described more fully in paragraph 5 of Part V of this Circular). No authority conferred by or agreed by the signing of a Form of Election will be affected by, and all such authority will survive, the death or incapacity of the Shareholder executing such form or giving such instruction. All obligations of such Shareholder will be binding upon the heirs, personal representatives, successors and assigns of such Shareholder.

B Shares and/or C Shares which are transferred or otherwise disposed of shall remain subject to the relevant Shareholder's election (or deemed election) for any Share Alternative(s) made in respect of such B Shares and/or C Shares.

Signing the Form of Election

The Form of Election shows the name of the Shareholder, or names of joint Shareholders, of Existing Ordinary Shares by reference to which an election can be made in respect of the corresponding B/C Share Entitlement. The Shareholder, or all joint Shareholders, must sign the Form of Election (in Box 3). The signatures of Shareholders who are individuals signing need to be witnessed. The witness must be over 18 years of age and cannot be the Shareholder, or one of the joint Shareholders, or otherwise have any financial interest in the relevant shares or in the proceeds resulting from the execution of the Form of Election. However, one person may separately witness the signature of all joint Shareholders. If the Form of Election is signed under a power of attorney, the original power of attorney should be sent to Equiniti with the Form of Election.

Final instructions on completing a Form of Election

Shareholders returning a Form of Election must sign where applicable in Box 3.

All Shareholders named on a Form of Election must sign the Form of Election. Once completed, signed and witnessed, this Form of Election should be returned in the reply paid envelope provided. No stamps will be needed if posted in the United Kingdom. To be valid, Forms of Election must be returned so as to be received by Equiniti by the Election Deadline (expected to be 4.30 p.m. on 11 January 2012). If Shareholders do not use the envelope provided, postage will be payable and the Form of Election should be sent to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, England.

Shareholders who do not validly complete and return their Form of Election will be deemed to have elected for the Income Option in respect of all of their B/C Share Entitlement.

Shareholders who need assistance in completing the Form of Election or have any queries relating to it should telephone the Shareholder helpline on 0871 384 2957 (+44 (0) 121 415 0227 if calling from outside the United Kingdom) between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays). Calls to 0871 384 2957 are charged at 8 pence per minute from a BT landline (excluding VAT). Other service providers' costs may vary. Calls to +44 (0) 121 415 0227 from outside the UK are chargeable at applicable international rates.

Please note that the Shareholder helpline will not give advice on the merits of the B/C Share Scheme or the Share Alternatives or provide financial, investment or taxation advice.

PART IV

RISK FACTORS RELATED TO THE PROPOSED B/C SHARE SCHEME

Shareholders should consider carefully all of the information set out in this Circular including, in particular, the risks described below, as well as their personal circumstances, prior to making any decision regarding the B/C Share Scheme.

The risks below are not intended to be presented in any assumed order of priority and should be read in conjunction with all other information contained in this Circular.

The B/C Share Scheme is conditional

There is no guarantee that the B/C Share Scheme will take place. The B/C Share Scheme is conditional on the approval of Shareholders and will not proceed if it is not approved by Shareholders. The approval of the Resolution requires not less than 75 per cent. of Shareholders voting at the General Meeting in person or by proxy to vote in favour of them.

It is possible that Shareholders may not approve the proposed B/C Share Scheme. If the B/C Share Scheme does not occur, the Group will have paid arrangement fees under the Group's new debt facility and may be liable for non-utilisation fees payable in relation to the amount not drawn down under the Facility.

Increased debt

Following the proposed Return of Value, the Group will have indebtedness that is more substantial than at present in relation to its Shareholders' equity. The anticipated level of debt of the Company will have several important effects on its future operations, including the following:

(a) the Company will have to maintain and/or generate cash balances to service its debt and to satisfy its covenants;
(b) the Company may be restricted in the future from obtaining additional financing; and
(c) the Company will be required to comply with certain financial covenants contained in loan and related documentation, further restricting its financial and operating flexibility.

These effects increase with higher levels of debt. However, the Board is confident in the ability of the business to support borrowings under the Facility, taking into account the strongly cash generative nature of the business and the relatively low level of net debt to Facility EBITDA which is envisaged.

Net debt to Facility EBITDA (being Adjusted EBITDA before Amortisation of Capitalised Development Costs) is limited (under the terms of the Facility) to 2 times in the period to 30 April 2013 and 1.5 times thereafter. If a \$130.6 million return of value had been made as at 31 October 2011 then the Company's gross borrowings under the Facility would have been approximately \$208.6 million and net debt would have been approximately \$178.2 million. Based on the Company's reported Facility EBITDA in the twelve months to 31 October 2011 of \$184.2 million this would have represented a net debt to Facility EBITDA multiple of 0.97 times.

Exchange Rate Risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures. As the Group's reporting currency is in US dollars but the Return of Value is being made in UK sterling, the Group is exposed to foreign exchange rate fluctuations between the date of this document and the date that the Return of Value is paid to shareholders. As a result, the Group is considering ways in which to hedge such exposure where possible and practicable.

Current tax legislation and practice may change

The general guide to certain UK tax consequences of the B/C Share Scheme for Shareholders set out in Section 1 of Part X of this Circular is based on current UK law and HM Revenue & Customs' practice as at the date of this Circular. The summaries of certain US tax consequences of the B/C Share Scheme for Shareholders set out in Sections 2 and 3 of Part X of this Circular are based on current US law and practice as at the date of this Circular. Current legislation and practice may change (including in the period from the date of this Circular and the date(s) on which any proceeds of the B/C Share Scheme are received by Shareholders) and any such change may affect the taxation liabilities of Shareholders in relation to the B/C Share Scheme.

PART V

DETAILS OF THE B/C SHARE SCHEME

1. B/C Share Scheme

The B/C Share Scheme and the Share Capital Consolidation comprises the Capital Reorganisation (described in paragraph 3 of this Part V) and the Share Alternatives (described in paragraph 4 of this Part V).

The aggregate amount to be returned under the B/C Share Scheme will depend on the number of Existing Ordinary Shares in issue at the Record Time. However, based on the number of Existing Ordinary Shares in issue on 12 December 2011, the aggregate amount to be returned under the B/C Share Scheme would amount to approximately £83.6 million (\$130.6 million).

2. Conditions to the implementation of the B/C Share Scheme

The B/C Share Scheme is conditional on:

(A) the approval by Shareholders of the Resolution to be proposed at the General Meeting; and
(B) Admission.

If these conditions are not satisfied by 8.00 a.m. on the Admission Date, or such later time and/or date as the Directors may determine, no B Shares or C Shares will be allotted or issued, the Share Capital Consolidation will not take place, no New Ordinary Shares will be created and the B/C Share Scheme will not take effect.

3. Capital Reorganisation

The proposed Capital Reorganisation consists of the allotment and issue of B Shares and C Shares and the Share Capital Consolidation, each described below.

Allotment and issue of B Shares and C Shares

It is proposed that the Company capitalise a sum not exceeding approximately \$114.1 million standing to the credit of the Company's share premium account and then to apply the resulting amount at a \$/£ exchange rate to be fixed by the Directors for the purpose of paying up in full B Shares with a nominal value of 45 pence each and C Shares with a nominal value of 0.0000001 pence each, on the basis that the aggregate nominal value of the B Shares and C Shares so issued shall not exceed approximately £68.7 million, as described below.

The B Shares and C Shares will be issued to Shareholders on the basis of one B Share or one C Share for each Existing Ordinary Share held at the Record Time, which is expected to be 6.00 p.m. on 11 January 2012.

The exact number of B Shares and C Shares to be issued will depend upon (in addition to the factors described below) the elections made by each Shareholder between the Share Alternatives, but in total will be equal to the number of Existing Ordinary Shares in issue at the Record Time. As at 12 December 2011 (the latest practicable date prior to the publication of this Circular) there were 185,746,837 Existing Ordinary Shares in issue (excluding treasury shares).

The number of B Shares which may be issued is effectively subject to a maximum limit (a) by reference to the aggregate amount of the Company's share premium account and the value of such aggregate amount in Sterling, and (b) by virtue of the objective of achieving the taxation treatment for certain Shareholders as generally described in Section 1 of Part X of this Circular. In order for the redemption proceeds to be taxed as generally described in Section 1 of Part X of this Circular, the B Shares must be paid up in full as to the Sterling redemption amount out of the amounts standing to the credit of the Company's share premium account that represent new consideration for tax purposes and have not previously been taken into account in payments to Shareholders, being a maximum amount of approximately £68.7 million. The share premium account is denominated in US dollars. As such, the number of B Shares which may be issued will depend on the \$/£ exchange rate fixed by the Directors for the purpose of the issue of the B Shares. Further, given the Company's proposal to return in aggregate approximately £83.6 million to Shareholders under the B/C Share Scheme, it will also be necessary for the Company to allot and issue a certain number of Sterlingdenominated C Shares, again paying up such shares using the Company's US dollar-denominated share premium account as converted into Sterling using the \$/£ exchange rate fixed by the Directors for the purpose, in order to complete the return of cash pursuant to the B/C Share Scheme.

The maximum number of B Shares which may be issued, and the actual number of B Shares and C Shares to be allotted and issued, will be determined by the Directors (in their absolute discretion) taking account of the foregoing. However, based on a £/\$ exchange rate of £1/\$1.562 (being the exchange rate derived from the WM/Reuters Closing Spot Rates on 12 December 2011, the latest practicable date prior to publication of this Circular) and assuming that all Shareholders had validly elected for the Capital Option, the Company would have been able to allot and issue (credited as fully paid) a maximum of 152,747,711 B Shares with a nominal value of 45 pence each. If elections are made for a greater number of B Shares than are able to be issued, the scaling-back arrangements described in paragraph 4 below would apply, but in all events it is intended that Shareholders would receive the same amount of cash proceeds, whether this is effected through B Shares, C Shares or a combination of the two.

The rights and restrictions to be attached to the B Shares and the C Shares are more fully set out in Parts VII and VIII, respectively, of this Circular.

No application has been, or will be, made for the B Shares or the C Shares to be admitted to listing on the Official List or admitted to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares or C Shares be listed or admitted to trading on any other recognised investment exchange.

No share certificates will be issued in respect of the B Shares issued to satisfy elections for the Capital Option, the C Shares or the Deferred Shares, and no CREST accounts will be credited with such shares.

The Company will announce the exact number of B Shares and C Shares issued under the proposed Capital Reorganisation on the Admission Date.

Share Capital Consolidation

Under the proposed Share Capital Consolidation, the Existing Ordinary Shares will be subdivided and consolidated so that Shareholders will receive 22 New Ordinary Shares for every 25 Existing Ordinary Shares held at the Record Time. The nominal value of each New Ordinary Share will be 11⁴ /11 pence.

The intention is that, subject to market fluctuations, the market price of one New Ordinary Share immediately following the implementation of the B/C Share Scheme should be approximately equal to the market price of one Existing Ordinary Share immediately beforehand. The ratio used for the Share Capital Consolidation has been set by reference to the average closing middle market price for the three business days prior to the posting of this Circular of 373.0 pence per Existing Ordinary Share. The effect of this will be to reduce the number of Ordinary Shares in issue to reflect the return of 45 pence per Existing Ordinary Share to Shareholders under the B/C Share Scheme. However, Shareholders will own the same proportion of the Company as they did beforehand, subject to fractional entitlements.

Subject to Admission, New Ordinary Shares will be traded on the London Stock Exchange's main market for listed securities in the same way as Existing Ordinary Shares and will be equivalent in all material respects to the Existing Ordinary Shares (including as to dividend, voting and other rights), with the exception of the difference in nominal value and the New Ordinary Shares being subject to the rights of the B Shares and the C Shares.

Application will be made for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities with a premium listing, with Admission expected to take place and dealings expected to commence at 8.00 a.m. on the Admission Date. The Company will apply for the New Ordinary Shares to be admitted to CREST with effect from Admission so that general market transactions in the New Ordinary Shares may be settled within the CREST system.

Share certificates representing the New Ordinary Shares will be issued following the Capital Reorganisation and sent to Shareholders by 24 January 2012. Shareholders who hold their Existing Ordinary Shares in CREST will automatically have their New Ordinary Shares credited to their CREST account. The relevant CREST accounts will be credited at approximately 8.00 a.m. on the Admission Date.

Fractional entitlements to New Ordinary Shares

Unless a holding of Existing Ordinary Shares is exactly divisible by 25, a Shareholder will have a fractional entitlement to a New Ordinary Share following the Share Capital Consolidation. So, for example, a Shareholder holding 90 Existing Ordinary Shares would, after the Share Capital Consolidation, be entitled to 79 New Ordinary Shares and a fractional entitlement of 0.2 of a New Ordinary Share. By contrast, a Shareholder holding 100 Existing Ordinary Shares would, after the Share Capital Consolidation, be entitled to 88 New Ordinary Shares and no fractional entitlement.

These fractional entitlements will all be aggregated into New Ordinary Shares and sold in the market and, as the proceeds from the sale of any such fractional entitlement (net of any expenses) will be less than £5.00, Shareholders will have no entitlement or right to the proceeds of sale and so will not receive a cheque or have their CREST account credited in respect of that entitlement due to the administrative costs incurred in doing so; rather, the net proceeds will be retained by the Company.

4. Share Alternatives

Shareholders (with the exception of Overseas Shareholders resident, or with a registered address, in a Restricted Territory) may choose between the two Share Alternatives (the Income Option and the Capital Option), or a combination of the two Share Alternatives, in respect of their B/C Share Entitlement. Details of how to make an election are set out in Part III of this Circular and on the Form of Election enclosed with this Circular in respect of Existing Ordinary Shares held in certificated form and, in respect of Existing Ordinary Shares held in CREST, in paragraph 4 of Part XI of this Circular. If you elect for more than one Share Alternative, you will need to specify a whole number of your B/C Share Entitlement for each Share Alternative you choose.

Overseas Shareholders with a registered address in a Restricted Territory will not be sent Forms of Election and will be deemed to have elected for the Income Option in respect of their entire B/C Share Entitlement.

Shareholders who do not complete and return a valid Form of Election or TTE Instruction by 4.30 p.m. on 11 January 2012 will be deemed to have elected for the Income Option in respect of ALL of their B/C Share Entitlement. Shareholders who complete a valid Form of Election or TTE Instruction in respect of less than their entire B/C Share Entitlement will be deemed to have elected for the Income Option for those Existing Ordinary Shares in respect of which no election has been made.

Shareholders should read the general guidance on certain aspects of the UK and US tax consequences of the proposed B/C Share Scheme set out in Part X of this Circular. Shareholders who are in any doubt as to their tax position, or who are subject to tax in a jurisdiction other than the United Kingdom or the United States, should consult an appropriate professional adviser.

Alternative 1—Income Option

Shareholders who elect, or are deemed to have elected, for the Income Option in respect of some or all of their B/C Share Entitlement will receive one C Share in respect of each Existing Ordinary Share held at the Record Time and validly elected to such Share Alternative. Shareholders with a registered address in a Restricted Territory, or who do not make a valid election, will automatically be deemed to have elected for the Income Option in respect of all their Existing Ordinary Shares.

The C Share Dividend of 45 pence will become automatically payable on each such C Share on the Effective Date. It is expected that Shareholders entitled to receive the C Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, that payments will be made by BACS to mandated accounts in respect of the C Share Dividend, on the Payment Date. All payments in respect of the C Share Dividend will be made in Sterling.

The C Shares upon which the C Share Dividend becomes payable will be automatically reclassified as Deferred Shares, with the Shareholder receiving one Deferred Share for each such C Share. The Deferred Shares will carry extremely limited rights as more fully described in Part IX of this Circular and will have negligible value.

The Company may purchase all Deferred Shares then in issue at any time for an aggregate consideration of one penny and no further action will be required from Shareholders. In view of the negligible amount of the aggregate consideration, Shareholders will not be entitled to have any part of the aggregate consideration paid to them.

No share certificates will be issued in respect of the C Shares or the Deferred Shares and no CREST accounts will be credited with C Shares or Deferred Shares. Neither the C Shares nor the Deferred Shares will be listed on the Official List or traded on the London Stock Exchange's main market for listed securities or listed or admitted to trading on any other recognised investment exchange.

The rights and restrictions attached to the C Shares and the Deferred Shares are more fully set out in Parts VIII and IX of this Circular respectively.

Overseas Shareholders resident or with a registered address in a Restricted Territory will automatically be deemed to have elected for the Income Option in respect of all their B/C Share Entitlement. The attention of Overseas Shareholders (and, in particular, Overseas Shareholders resident, or with a registered address, in a Restricted Territory) is generally drawn to paragraph 6 of this Part V.

Alternative 2—Capital Option

Shareholders (other than Overseas Shareholders resident or with a registered address in a Restricted Territory) who elect for the Capital Option will receive one B Share or, to the extent that the scalingback arrangements described further below are applied, one C Share in respect of each Existing Ordinary Share held at the Record Time and validly elected to such Share Alternative. The circumstances in which Shareholders may receive C Shares rather than B Shares under this Capital Option are described further below.

It is proposed that the Company capitalise a sum not exceeding approximately \$114.1 million standing to the credit of the Company's share premium account and then to apply the resulting amount at a £/\$ exchange rate to be fixed by the Directors for the purpose of paying up in full B Shares with a nominal value of 45 pence each and C Shares with a nominal value of 0.0000001 pence each on the basis that the aggregate nominal value of the B Shares and C Shares so issued shall not exceed approximately £68.7 million, as described in paragraph 3 of this Part V above.

The number of B Shares which will be issued is subject to a maximum limit as described in paragraph 3 of this Part V above. The maximum number of B Shares which may be issued, and the actual number of B Shares and C Shares to be allotted and issued, will be determined by the Directors (in their absolute discretion) as described above in paragraph 3 of this Part V.

Where the number of B Shares that would, absent the application of such limit, fall to be allotted and issued solely on the basis of elections made by Shareholders exceeds the actual number of B Shares to be allotted and issued as determined by the Directors, the Company will issue C Shares proportionately amongst such elections. If the proportion of B Shares and C Shares a Shareholder is entitled to would result in a fractional entitlement to a B Share or a C Share, the number of B Shares to which a Shareholder is entitled will be reduced down to the nearest whole number and the number of C Shares to which a Shareholder is entitled will be rounded up to the nearest whole number. The proportions in which B Shares and C Shares are issued to satisfy elections for the Capital Option will not affect the total amount of cash to be returned to each Shareholder, however, the scaling back arrangements will mean that those elections for B Shares but met by the issue of C Shares will be taxed as income and not capital.

Where B Shares are issued to satisfy valid elections for the Capital Option, each such B Share will be redeemed by the Company for 45 pence on the Effective Date. Each such B Share will be cancelled on redemption.

Any C Shares issued to satisfy elections, or deemed elections, for B Shares will have the C Share Dividend paid on them (as they would under the Income Option).

It is expected that Shareholders entitled to receive payments in respect of the proceeds from the redemption of B Shares issued pursuant to the Capital Option will be sent cheques or, if Shareholders hold their Existing Ordinary Shares in CREST, will have their CREST accounts credited, on the Payment Date.

Each B Share redeemed pursuant to the Capital Option will be cancelled.

The B Shares issued pursuant to the Capital Option, the C Shares and the Deferred Shares will not be listed on the Official List or traded on the London Stock Exchange's main market for listed securities, nor will such shares be listed or admitted to trading on any other recognised investment exchange. No share certificates will be issued in respect of the B Shares issued pursuant to the Capital Option, the C Shares or the Deferred Shares and no CREST accounts will be credited with such shares.

The rights and restrictions attached to the B Shares, the C Shares and the Deferred Shares are more fully set out in Parts VII, VIII and IX respectively of this Circular.

The attention of Overseas Shareholders (and, in particular, Overseas Shareholders resident, or with a registered address, in a Restricted Territory) is generally drawn to paragraph 6 of Part V of this Circular.

5. Withdrawal rights

Any election for a Share Alternative, whether made by the signing of a Form of Election or the giving of a TTE Instruction, may be withdrawn by a Shareholder at any time up to 3.30 p.m. prior to the Election Deadline. Thereafter, such election will be irrevocable. If an election is validly withdrawn, the Shareholder may make a new election during the Election Period, but if a new valid election is not made by the Election Deadline, the Shareholder will be deemed to have elected for the Income Option to the extent the Shareholder has not otherwise made a valid election. After the end of the Election Period, any election made will be irrevocable. If the Election Period is extended, withdrawal rights will be correspondingly extended.

Shareholders wishing to withdraw their election must call the Shareholder helpline on 0871 384 2957 (from inside the UK) or +44 (0) 121 415 0227 (from outside the UK) between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and then send written notice of such withdrawal to Corporate Actions, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Calls to 0871 384 2957 are charged at 8 pence per minute from a BT landline (excluding VAT). Other service providers' costs may vary. Calls to +44 121 415 0227 from outside the UK are chargeable at applicable international rates. If such Shareholders wish to re-elect in respect of any of the Share Alternatives, they can request a replacement Form of Election or receive instructions on how to re-elect through CREST from the Shareholder helpline. Shareholders will need to take into account the postal time necessary for a replacement Form of Election to reach Equiniti by the Election Deadline (expected to be 4.30 p.m. on 11 January 2012).

For a withdrawal of any election to be effective, a written notice of withdrawal signed by the person(s) who signed the relevant Form of Election or who gave the relevant TTE Instruction must:

(i) specify the name(s) and address(es) of the person(s) who tendered the election to be withdrawn, the account number (which, for Shareholders who hold their Existing Ordinary Shares in certificated form, appears on the front page of the relevant Form of Election) and the exact number of their B/C Share Entitlement to be withdrawn; and
(ii) in the case of an election originally made by a TTE Instruction, be accompanied by a valid ESA Message given by the person(s) who gave the relevant TTE Instruction,

and be received by Equiniti no later than 1.00 p.m. before the Election Deadline.

Telex, facsimile, electronic mail or other electronic means of transmission or any form of copy of written notice will not constitute a written instruction of withdrawal.

Withdrawals may not be rescinded, but re-elections may be made at any time prior to the end of the Election Period. Withdrawals must be received by Equiniti no later than one hour before the Election Deadline (that is, by 3.30 p.m. on 11 January 2012). Any re-elections that are received by Equiniti after the end of the Election Period will be deemed invalid for the purposes of the Share Alternatives. Any Shareholder who withdraws their election in accordance with this paragraph 5 before the end of the Election Period and does not validly re-elect in respect of their B/C Share Entitlement will be deemed to have elected for the Income Option to the extent the Shareholder has not otherwise made a valid election.

The Directors shall determine all questions as to the form and validity (including time and place of receipt) of any notice of withdrawal, in their absolute discretion, which determination shall be final and binding. The Directors also reserve the absolute right to waive any defect or irregularity in relation to, or in relation to the receipt of, any withdrawal by any Shareholder, and such determination will be binding on such Shareholder. None of the Company, any other member of the Group, Equiniti or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification or for any reason with regard to withdrawals and re-elections.

6. Overseas Shareholders

Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of other countries should consult their professional advisers to ascertain whether the return of value pursuant to the B/C Share Scheme (including, as may be relevant in each case, the issue, holding, redemption or disposal of the B Shares, the C Shares and/or the Deferred Shares) will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any Overseas Shareholder to satisfy himself as to full observance of the laws of each relevant jurisdiction in connection with the B/C Share Scheme, including the obtaining of any government, exchange control or other consents which may be required, or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties in such jurisdiction.

The distribution of this Circular in certain jurisdictions may be restricted by law. Persons into whose possession this Circular comes should inform themselves about and observe any such restrictions. Neither this Circular nor any other Circular issued or to be issued by or on behalf of the Company in connection with the B/C Share Scheme constitutes an invitation, offer or other action on the part of the Company in any jurisdiction in which such invitation, offer or other action is unlawful.

The Capital Option is not being made available to Shareholders who are resident in a Restricted Territory, and Shareholders with a registered address in any of the Restricted Territories may not elect for the Capital Option. Any purported election by a Shareholder with a registered address in a Restricted Territory for the Capital Option will be deemed by the Company to be an election for the Income Option in respect of the entirety of that Shareholder's B/C Share Entitlement and accordingly that Shareholder will receive the C Share Dividend.

In the event that the Company is advised that it would or might be in breach of legal or regulatory requirements in any jurisdiction, or the Company would or might be required to make filings or take any other action in any jurisdiction as a result of an election made pursuant to a Form of Election or TTE Instruction by an Overseas Shareholder, such Overseas Shareholder shall be deemed to have elected for the Income Option (unless the Directors otherwise determine in their absolute discretion).

The above provisions of this paragraph 6 relating to Overseas Shareholders may be waived, varied or modified as regards specific Overseas Shareholders or on a general basis by the Company in its absolute discretion.

7. Securities Law considerations in the United States

None of the B Shares, C Shares, Deferred Shares nor the New Ordinary Shares have been or will be registered under the US Securities Act or the state securities laws of the United States and none of them may be offered or sold in the United States or to any U.S. persons unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the state securities laws, either due to an exemption therefrom or otherwise.

8. General Meeting

The General Meeting will be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012. A notice convening the General Meeting is set out at the end of this Circular.

Shareholders will find enclosed with this Circular a Form of Proxy for use at the General Meeting.

Whether or not you intend to attend the General Meeting in person, you are asked to complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL, so as to arrive as soon as possible, but in any event by no later than 10.00 a.m. on 4 January 2012. The Form of Proxy is pre-paid and can be posted free of charge from inside the United Kingdom. If you have registered for electronic communication, you may complete the proxy form online via your portfolio at www.shareview.co.uk or, if you have not registered for electronic communication, by completing it online at www.sharevote.co.uk so that, in each case, the proxy form is received by Equiniti Limited no later than 10.00 a.m. on 4 January 2012.

If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti (under CREST participant ID number RA19), so that it is received no later than 10.00 a.m. on 4 January 2012.

Completion and return of a Form of Proxy, the giving of a CREST Proxy Instruction, or the completion of a proxy form online will not prevent you from attending the General Meeting and voting in person (in substitution for your proxy vote) if you wish to do so (and are so entitled).

9. Dealings and despatch of documents

The return of value pursuant to the B/C Share Scheme will be made by reference to holdings of Existing Ordinary Shares on the Company's register of members as at the Record Time.

B Shares and/or C Shares which are transferred or otherwise disposed of shall remain subject to the relevant Shareholder's election (or deemed election) for any Share Alternatives made in respect of such B Shares and/or C Shares.

It is expected that dealings and settlement within the CREST system of the Existing Ordinary Shares will continue until the Election Deadline when, in the case of Existing Ordinary Shares held in certificated form, the register of members will be closed for transfers and no further transfers of Existing Ordinary Shares will be able to be made. The registration of uncertificated holdings in respect of Existing Ordinary Shares will be disabled in CREST at the Record Time.

With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. Share certificates in respect of New Ordinary Shares will only be issued following the Share Capital Consolidation. It is therefore important that, if you hold certificate(s) in respect of your Existing Ordinary Shares, you retain them for the time being until New Ordinary Share certificates are despatched, which is expected to be by 24 January 2012. On receipt of share certificates in respect of New Ordinary Shares, certificates in respect of Existing Ordinary Shares should be destroyed.

No share certificates will be issued by the Company in respect of B Shares, C Shares or Deferred Shares. Share certificates in respect of New Ordinary Shares will be sent to Shareholders at their own risk.

Temporary documents of title will not be issued in respect of New Ordinary Shares and, pending despatch of definitive share certificates, transfers of New Ordinary Shares held in certificated form will be certified against the register of members held by Equiniti.

It is expected that Shareholders entitled to receive the C Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, payments will be made by BACS to mandated accounts in respect of the C Share Dividend on the Payment Date. All payments in respect of the C Share Dividend will be made in Sterling.

All share certificates and cheques will be sent by post, at the risk of the Shareholder(s) entitled thereto, to the registered address of the relevant Shareholder (or, in the case of joint Shareholders, to the address of the joint Shareholder whose name stands first in the register of members in respect of such joint shareholding).

Your present dividend payment mandate, unless revoked or amended, will be deemed to be valid for dividends from the Company in respect of the New Ordinary Shares. In respect of any dividends payable pursuant to any Share Alternative, your present dividend mandate, where in respect of a Sterling bank account, will (unless revoked or amended) be deemed to be valid for dividends payable by the Company. All payments in respect of any dividend payable pursuant to any Share Alternative will be made in Sterling.

No application has been, or will be, made for the B Shares, C Shares or Deferred Shares to be admitted to listing on the Official List or admitted to trading on the London Stock Exchange's main market for listed securities, nor will they be listed or admitted to trading on any other recognised investment exchange.

10. Amendments to the Articles of Association

A number of amendments to the Articles of Association are required in order to implement the B/C Share Scheme and require approval at the General Meeting. These amendments include:

* the insertion into the Articles of Association of the rights and restrictions attaching to the B Shares, C Shares and Deferred Shares, as set out in Parts VII, VIII and IX respectively of this Circular;
* changes required to article 123 of the existing Articles of Association, which confers a power on the Company to capitalise its reserves and funds, in order that the Company can allot and issue B Shares and C Shares in the manner described in this Circular. These amendments are set out in Part VI of this Circular; and
* changes required to article 103 of the existing Articles of Association, which confers a power on the directors of the Company to borrow an amount up to \$600 million. This is approximately equivalent to the borrowing limit prior to effecting the Return of Value under the existing Articles of Association (which is expressed to a multiple of three times capital and reserves). Since the Return of Value has the effect of reducing the Company's capital and reserves, and therefore the permitted borrowing limit, such amendment is required in order to effect the Return of Value and to maintain the Board's flexibility in the future, albeit that the Board has no current intention that the Company should incur borrowings in excess of the amounts permitted under the Facility.

11. Micro Focus Share Plans

Under the Micro Focus Share Plans, the Company has granted options and awards over Ordinary Shares at varying exercise prices and expiry dates. Participants under the Micro Focus Share Plans are not the beneficial owners of Existing Ordinary Shares under those schemes and so will not participate in the B/C Share Scheme, other than in their capacity as Shareholders (if applicable).

Other than in relation to (i) the options granted to US participants of the Micro Focus Employee Stock Purchase Plan 2006 and (ii) the Kevin Loosemore Awards, it is expected that the Share Capital Consolidation will achieve a largely neutral position for participants under the Micro Focus Share Plans as options or awards over Existing Ordinary Shares will take effect as options or awards over the same number of New Ordinary Shares, which are expected to have approximately the same market value following the Capital Reorganisation as Existing Ordinary Shares, subject to market fluctuations. On this basis, it is anticipated that no adjustment will be made to the number of Ordinary Shares over which participants have options or awards or the relevant strike price of such options or awards. Where subsisting options or awards are subject to performance conditions, the Company's remuneration committee will consider whether amendments to the original conditions are required (in line with the terms of the relevant plans) in light of the proposed Return of Value to Shareholders and the Share Capital Consolidation to ensure that the performance targets are not materially less challenging in its opinion. Any such amendment will be made at the discretion of the Company's remuneration committee and will be notified to relevant option/award holders.

As at 12 December 2011, being the latest practicable date prior to publication of this Circular, the total number of options under the Micro Focus Share Plans outstanding to subscribe for Existing Ordinary Shares was 6,872,208. In aggregate, these outstanding options represented approximately 3.70 per cent. of the issued Existing Ordinary Share capital of the Company (excluding treasury shares). Following the B/C Share Scheme, and assuming no further shares and options are issued between 12 December 2011 and the Share Capital Consolidation becoming effective the outstanding options will represent approximately 4.14 per cent. of the issued New Ordinary Share capital of the Micro Focus Group.

12. Summary explanation of the Resolution

In order to comply with applicable companies legislation, implementation of the B/C Share Scheme requires the approval of Shareholders at a general meeting of the Company. Accordingly there is set out at the end of this Circular a notice convening the General Meeting to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012.

The Resolution will be proposed at the General Meeting as a special resolution (the passing of which requires at least 75 per cent. of the votes cast (whether in person or by proxy) to be in favour) and is required for the implementation of the B/C Share Scheme.

Resolution: To adopt new Articles of Association and to approve the B/C Share Scheme

This Resolution is conditional on Admission occurring by 8.00 a.m. on the Admission Date (or such later date or time as the Directors may determine). A summary of the paragraphs comprising the Resolution follows below:

(A) this paragraph proposes the adoption of new Articles of Association incorporating:

* the rights and restrictions to be attached to the B Shares, C Shares and the Deferred Shares (as set out in Parts VII, VIII and IX respectively of this Circular);
* the amendment of article 123 of the existing Articles of Association to allow the Company to allot and issue B Shares and C Shares in the manner described in this Circular. The text of the amended article 122 is set out in Part VI of this Circular; and
* the amendment of article 103 of the existing Articles of Association to allow the directors of the Company to borrow an amount up to \$600 million. This is approximately equivalent to the borrowing limit prior to effecting the Return of Value under the existing Articles of Association (which is expressed to a multiple of three times capital and reserves). Since the Return of Value has the effect of reducing the Company's capital and reserves, and therefore the permitted borrowing limit, such amendment is required in order to effect the Return of Value and to maintain the Board's flexibility in the future, albeit that the Board has no current intention that the Company should incur borrowings in excess of the amounts permitted under the Facility.
(B) this paragraph proposes to authorise the Directors to:
(i) capitalise a sum not exceeding \$114,092,000, standing to the credit of the Company's share premium account, to pay up in full the B Shares;
(ii) capitalise a sum not exceeding \$30.09, standing to the credit of the Company's share premium account, to pay up in full the C Shares; and
(iii) allot and issue B Shares up to an aggregate nominal amount of £68,736,470 and C Shares up to an aggregate nominal amount of £19.26, on the basis of one B Share or one C Share for each Existing Ordinary Share held at the Record Time. The authority granted to the Directors will expire at the conclusion of the next annual general meeting of the Company or the close of business on 1 November 2012 (whichever is earlier);
(C) this paragraph sets out the procedure for the subdivision and consolidation of the Existing Ordinary Shares into New Ordinary Shares. All fractional entitlements which arise will be aggregated and sold with the net proceeds of the sale, and as the net proceeds of sale from fractional entitlements will be less than £5.00, they will be retained by the Company; and
(D) this paragraph proposes to authorise the Directors to transfer, in accordance with the revised Articles of Association, any Deferred Shares arising on the reclassification of the C Shares following payment of the C Share Dividend.

PART VI

POWER TO CAPITALISE RESERVES AND FUNDS

The following sets out the power of the Company to capitalise reserves and funds, as the same is proposed to be amended in the revised Articles of Association proposed to be adopted at the General Meeting.

The following paragraph will be inserted as a new article 122 in the revised Articles of Association in substitution for and to the exclusion of article 123 in the existing Articles of Association.

122 Capitalisation of profits and reserves

122.1 The Company may, upon the recommendation of the board, at any time and from time to time pass an Ordinary Resolution to the effect that it is desirable to capitalise all or any part of any amount standing to the credit of any reserve or fund (including retained earnings) at the relevant time, whether or not the same is available for distribution, and accordingly that the amount to be capitalised be set free for distribution among the members or any class of members who would be entitled to it if it were distributed by way of dividend and in the same proportions (or, in connection with the arrangements and proposed transactions described in the circular to holders of shares in the capital of the Company dated 14 December 2011 (the ''Circular''), in such proportions as the board determines to give effect to the arrangements and proposed transactions set out in that Circular and to any valid elections made or deemed to be made by holders of shares in the Company in respect of any of the arrangements or proposed transactions set out in the Circular) on the footing that it is applied either:
(a) in or towards paying up the amounts unpaid at the relevant time on any shares in the Company held by those members respectively; or
(b) in paying up in full shares, debentures or other obligations of the Company to be allotted and distributed credited as fully paid up among those members (including, in connection with the arrangements and proposed transactions set out in the Circular, shares of different or multiple classes which would be paid up and allotted and distributed credited as fully paid up among those members in accordance with the arrangements and proposed transactions set out in the Circular and any valid elections made, or deemed to be made, by holders of shares in the Company pursuant to those arrangements and proposed transactions),

or partly in one way and partly in the other, but so that, for the purposes of this Article a share premium account and a capital redemption reserve, and any reserve or fund representing unrealised profits, may be applied only in paying up in full shares of the Company that are to be allotted and distributed as fully paid up.

122.2 The Board shall have power after the passing of any such resolution:
(a) to make such provision (by the issue of fractional certificates or by payment in cash or otherwise) as it thinks fit in the case of shares, debentures or obligations becoming distributable in fractions, such power to include the right for the Company to retain small amounts the cost of distribution of which would be disproportionate to the amounts involved;
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the Company providing (as the case may require) either:
- (i) for the payment up by the Company on behalf of such members (by the application thereto of their respective proportions of the profits resolved to be capitalised) of the amounts, or any part of the amounts, remaining unpaid on their existing shares; or
- (ii) for the allotment to such members respectively, credited as fully paid, of any further shares, debentures or obligations to which they may be entitled upon such capitalisation,
- (iii) and any agreement made under such authority shall be effective and binding on all such members.

PART VII

RIGHTS AND RESTRICTIONS ATTACHED TO THE B SHARES

The following sets out the rights of the B Shares and the restrictions to which they are subject. These are included in the revised Articles of Association proposed to be adopted at the General Meeting.

The following paragraphs will be inserted as a new article 139 in the revised Articles of Association.

139 Rights and Restrictions Attached to B Shares

139.1 General

Notwithstanding Article 7 the redeemable shares of 45 pence each in the capital of the Company (the ''B Shares'') shall have the rights, and be subject to the restrictions, attaching to shares set out in these Articles save that in the event of a conflict between any provision in this Article 139 and any other provision in these Articles, the provisions in this Article 139 shall prevail.

139.2 Form of Election

Together with the Circular (as defined in Article 122 above), holders of ordinary shares in the capital of the Company who held such shares in certificated form were sent a form of election (''Form of Election'') relating to the B Shares and the non-cumulative, irredeemable shares of 0.0000001 pence each in the capital of the Company (the ''C Shares'') proposed to be issued by the Company, as more fully described in the Circular. By way of the Form of Election or, where ordinary shareholders held such shares in uncertificated form, by following the instructions and taking the actions set out in the Circular, ordinary shareholders could (subject always to the directors' determination as described in the Circular as to the number of B Shares and C Shares to be allotted and issued) make an election, on and subject to the terms set out in the Circular, (an ''Election''), inter alia, which would result in the issue to them of B Shares to be redeemed by the Company at the Redemption Time (as defined in Article 139.7(a) below) (the ''Capital Option'').

139.3 Income

The B Shares shall confer no right to participate in the profits of the Company save for the right to redemption under Article 139.7 below.

139.4 Capital

(a) Except as provided in Article 139.6 below, on a return of capital on winding-up (excluding any intra-group reorganisation on a solvent basis), the holders of the B Shares shall be entitled, in priority to any payment to the holders of every other class of share in the capital of the Company (except the C Shares) but pari passu with any payment to the holders of C Shares, to 45 pence per B Share held by them.
(b) On a winding up, the holders of the B Shares shall not be entitled to any further right of participation in the profits or assets of the Company in excess of that specified in Article 139.4(a) above. In the event that there is a winding-up to which Article 139.4(a) applies and the amounts available for payment are insufficient to pay the amounts due on all the B Shares in full, the holders of the B Shares shall be entitled to their pro rata proportion of the amounts to which they would otherwise be entitled.
(c) The aggregate entitlement of each holder of B Shares on a winding-up in respect of all the B Shares held by him shall be rounded up to the nearest whole penny.
(d) The holders of the B Shares shall not be entitled to any further right of participation in the profits or assets of the Company in their capacity as holders of B Shares.

139.5 Attendance and voting at general meetings

(a) The holders of the B Shares shall not be entitled, in their capacity as holders of such B Shares, to receive notice of any general meeting of the Company nor to attend, speak or vote at any such general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the Company (excluding any intragroup reorganisation on a solvent basis), in which case the holders of the B Shares shall have the right to attend the general meeting and shall be entitled to speak and vote only on any such resolution only.

(b) If the holders of the B Shares are entitled to vote at a general meeting of the Company in their capacity as holders of such B Shares, then, subject to any other provisions of these Articles, each holder thereof shall be entitled to vote at such general meeting whether on a show of hands or on a poll as provided in the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant holder of B Shares to vote in the way in which the proxy elects to exercise that discretion.

139.6 Class rights

(a) The Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority or subsequent to the B Shares. The creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the B Shares) shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the B Shares.
(b) A reduction by the Company of the capital paid up or credited as paid up on the B Shares and the cancellation of such shares shall be treated as being in accordance with the rights attaching to the B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the B Shares.
(c) Without prejudice to the generality of the foregoing, the Company is authorised to reduce (or purchase shares in) its capital of any class or classes and such redemption (or purchase) shall not involve a variation of any rights attaching to the B Shares for any purpose or require the consent of the holders of the B Shares.
(d) If at any time a currency other than sterling is accepted as legal tender in the United Kingdom in place of or in addition to sterling, the directors shall be entitled, without the consent of holders of ordinary shares, B Shares, C Shares or Deferred Shares (as defined in Article 140.3 below), to make such arrangements and adjustments in respect of the method of calculation and payment of any of the entitlements of holders of B Shares under these Articles as the directors consider necessary, fair and reasonable in the circumstances to give effect to the rights attaching to the B Shares. Any such arrangements and adjustments shall not involve a variation of any rights attaching to the B Shares for any purpose.

139.7 Redemption of B Shares

Subject to the provisions of the Companies Acts and these Articles, the Company shall redeem, out of the profits available for distribution, the B Shares as follows:

(a) The B Shares in respect of which a valid Election has been made, or is deemed to have been made, for the Capital Option in accordance with the terms described in the Circular and (where applicable) the Form of Election shall be redeemed at such time as the directors may in their absolute discretion determine on a date between 12 January 2012 and 18 January 2012 (inclusive) (or such other dates as the directors may in their absolute discretion determine) (the ''Redemption Time'').
(b) On redemption of a B Share at the Redemption Time, the Company shall be liable to pay to a holder of B Shares 45 pence (the ''Redemption Amount'') for each B Share in respect of which a valid Election has been made, or is deemed to be made, by such holder for the Capital Option in accordance with the terms described in the Circular and (where applicable) the Form of Election. The Company's liability to pay to such holder the Redemption Amount for each such B Share shall be discharged by the Company by a payment to such holder within 14 days of the Redemption Time of the Redemption Amount for each such B Share.
(c) In the absence of bad faith or wilful default, neither the Company nor any of its directors, officers or employees shall have any liability to any person for any loss or damage arising as a result of the determination of the Redemption Time in accordance with Article 139.7(a) above.

(d) All B Shares redeemed shall be cancelled and the Company shall not be entitled to reissue them.

139.8 Transfer

Subject to such of the provisions of these Articles as may be applicable, no transfer of B Shares will be registered after 5.00 p.m. on the second Business Day prior to the Redemption Time unless determined to the contrary by the board.

139.9 Deletion of Article 139 when no B Shares in existence

Following the first issue of B Shares, Article 139 shall remain in force until there are no longer any B Shares in existence, notwithstanding any provision in these Articles to the contrary. Thereafter Article 139 shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 139 are referred to in other Articles) and shall be deleted and replaced with the wording ''Article 139 has been deleted'', and the separate register for the holders of B Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Article 139 before that date shall not otherwise be affected and any actions taken under Article 139 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.

PART VIII

RIGHTS AND RESTRICTIONS ATTACHED TO THE C SHARES

The following sets out the rights of the C Shares and the restrictions to which they are subject. These are included in the revised Articles of Association proposed to be adopted at the General Meeting.

The following paragraphs will be inserted as a new Article 140 in the revised Articles of Association.

140 Rights and Restrictions Attached to C Shares

140.1 General

Notwithstanding Article 7, the C Shares (as defined in Article 139.2 above) shall have the rights, and be subject to the restrictions, attaching to shares set out in these Articles save that in the event of a conflict between any provision in this Article 140 and any other provision in these Articles, the provisions in this Article 140 shall prevail.

140.2 Form of Election

Together with the Circular, holders of ordinary shares in the capital of the Company who held such shares in certificated form were sent a Form of Election relating to the B Shares and C Shares proposed to be issued by the Company, as more fully described in the Circular. By way of the Form of Election or, where ordinary shareholders held such shares in uncertificated form, by following the instructions and taking the actions set out in the Circular, ordinary shareholders could make an Election, on and subject to the terms set out in the Circular, inter alia, which would result in the issue to them of C Shares in respect of which the C Share Dividend (as defined in Article 140.3(a) below) would be paid.

140.3 Income

(a) Subject to the provisions of the Companies Acts and these Articles, out of the profits of the Company available for distribution, a single dividend of 45 pence per C Share (the ''C Share Dividend'') shall automatically become payable (without the need for such dividend to be declared by the Company, the board or any other person and notwithstanding any provision to the contrary in these Articles (including Articles 110 and 111)) at the Redemption Time to holders of C Shares:
(i) in respect of which a valid Election to receive the C Shares has been made, or is deemed to have been made, in accordance with the terms described in the Circular and (where applicable) the Form of Election; and
(ii) who are registered on the Company's relevant register as holding such C Shares (that is, C Shares within (a) above) at the Redemption Time.
(b) The Company's liability to pay the C Share Dividend to such holder of C Shares shall be discharged by the Company by a payment to such holder within 14 days of the Redemption Time of an amount equal to the C Share Dividend.
(c) Each C Share in respect of which the C Share Dividend becomes payable shall immediately thereupon (but without prejudice to the accrued right to receive such dividend) be reclassified as a deferred share of 0.0000001 pence in the capital of the Company having the rights and being subject to the restrictions described in Article 141 (a ''Deferred Share'').
(d) For the avoidance of doubt, the provisions of Article 120 (Unclaimed dividend) shall apply in respect of any and all C Share Dividends payable on or in respect of any C Shares which remain unclaimed.
(e) In the absence of fraud or wilful default, neither the Company nor any of its directors, officers or employees shall have any liability to any person for any loss or damage arising as a result of the determination of the Redemption Time in accordance with Article 139.7(a) above.

140.4 Capital

(a) Except as provided in Article 140.6 below, on a return of capital on winding-up (excluding any intra-group reorganisation on a solvent basis), the holders of each C Share shall be entitled, in priority to any payment to the holders of every other class of share in the capital of the Company (except the B Shares) but pari passu with any payment to the holders of B Shares, to the aggregate of the amount of the nominal capital paid up or credited as paid up on such C Share and an amount of 45 pence per C Share held by them.
(b) On a winding-up, the holders of the C Shares shall not be entitled to any further right of participation in the profits or assets of the Company in excess of that specified in Article 140.4(a) above. In the event that there is a winding-up to which Article 140.4(a) applies and the amounts available for payment are insufficient to pay the amounts due on all the C Shares in full, the holders of the C Shares shall be entitled to their pro rata proportion of the amounts to which they would otherwise be entitled.
(c) The aggregate entitlement of each holder of C Shares on a winding-up in respect of all the C Shares held by him shall be rounded up to the nearest whole penny.
(d) The holders of the C Shares shall not be entitled to any further right of participation in the profits or assets of the Company in their capacity as holders of C Shares.

140.5 Attendance and voting at general meetings

(a) The holders of the C Shares shall not be entitled, in their capacity as holders of such C Shares, to receive notice of any general meeting of the Company nor to attend, speak or vote at any such general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the Company (excluding any intragroup reorganisation on a solvent basis), in which case the holders of the C Shares shall have the right to attend the general meeting and shall be entitled to speak and vote only on any such resolution only.
(b) If the holders of the C Shares are entitled to vote at a general meeting of the Company in their capacity as holders of such C Shares, then, subject to any other provisions of these Articles, each holder thereof shall be entitled to vote at such general meeting whether on a show of hands or on a poll as provided in the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant holder of C Shares to vote in the way in which the proxy elects to exercise that discretion.

140.6 Class rights

(a) The Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority or subsequent to the C Shares. The creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the C Shares) shall be treated as being in accordance with the rights attaching to the C Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the C Shares.
(b) A reduction by the Company of the capital paid up or credited as paid up on the C Shares and the cancellation of such shares shall be treated as being in accordance with the rights attaching to the C Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the C Shares.
(c) Without prejudice to the generality of the foregoing, the Company is authorised to reduce (or purchase shares in) its capital of any class or classes and such redemption (or purchase) shall not involve a variation of any rights attaching to the C Shares for any purpose or require the consent of the holders of the C Shares.
(d) If at any time a currency other than sterling is accepted as legal tender in the United Kingdom in place of or in addition to sterling, the directors shall be entitled, without the consent of holders of ordinary shares, B Shares, C Shares or Deferred Shares, to make such arrangements and adjustments in respect of the method of calculation and payment of any of the entitlements of holders of C Shares under these Articles as the directors

consider necessary, fair and reasonable in the circumstances to give effect to the rights attaching to the C Shares. Any such arrangements and adjustments shall not involve a variation of any rights attaching to the C Shares for any purpose.

140.7 Transfer

Subject to such of the provisions of these Articles as may be applicable, no transfer of C Shares will be registered after 5.00 p.m. on the second Business Day prior to the Redemption Time unless determined to the contrary by the board.

140.8 Deletion of Article 140 when no C Shares in existence

Following the first issue of C Shares, Article 140 shall remain in force until there are no longer any C Shares in existence, notwithstanding any provision in these Articles to the contrary. Thereafter Article 140 shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 140 are referred to in other Articles) and shall be deleted and replaced with the wording ''Article 140 has been deleted'', and the separate register for the holders of C Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Article 140 before that date, and accrued rights in respect of the payment of dividends arising before that date, shall not otherwise be affected and any actions taken under Article 140 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.

PART IX

RIGHTS AND RESTRICTIONS ATTACHED TO THE DEFERRED SHARES

The following sets out the rights of the Deferred Shares and the restrictions to which they are subject. These are included in the revised Articles of Association proposed to be adopted at the General Meeting.

The following paragraphs will be inserted as a new article 141 in the revised Articles of Association.

141 Rights and Restrictions Attached to Deferred Shares

141.1 General

Notwithstanding Article 7, the Deferred Shares (as defined in Article 140.3 above) shall have the rights, and be subject to the restrictions, attaching to shares set out in these Articles save that in the event of a conflict between any provision in this Article 141 and any other provision in these Articles, the provisions in this Article 141 shall prevail.

141.2 Income

The Deferred Shares shall confer no right to participate in the profits of the Company.

141.3 Capital

On a return of capital on a winding-up (excluding any intra-group reorganisation on a solvent basis), there shall be paid to the holders of the Deferred Shares the nominal capital paid up, or credited as paid up, on such Deferred Shares after:

(a) firstly, paying to the holders of the B Shares and the holders of the C Shares pari passu as if the same were consolidated as one class, the amounts they are entitled to receive on a winding up in accordance with their terms; and
(b) secondly, paying to the holders of the ordinary shares the nominal capital paid up or credited as paid up on the ordinary shares held by them respectively, together with the sum of £100,000,000,000 on each ordinary share.

The holders of the Deferred Shares shall not be entitled to any further right of participation in the assets of the Company.

141.4 Attendance and voting at general meetings

The holders of the Deferred Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general meeting of the Company or to attend, speak or vote at any such meeting.

141.5 Class rights

(a) The Company may from time to time create, allot and issue further shares, whether ranking pari passu with or in priority to the Deferred Shares, and on such creation, allotment or issue any such further shares (whether or not ranking in any respect in priority to the Deferred Shares) shall be treated as being in accordance with the rights attaching to the Deferred Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of the Deferred Shares.
(b) The reduction by the Company of the capital paid up on the Deferred Shares shall be in accordance with the rights attaching to the Deferred Shares and shall not involve a variation of such rights for any purpose and the Company shall be authorised at any time to reduce its capital (in accordance with the Companies Acts) without obtaining the consent of the holders of the Deferred Shares.
(c) Without prejudice to the foregoing, the Company is authorised to reduce (or purchase shares in) its capital of any class or classes and such reduction (or purchase) shall not involve a variation of any rights attaching to the Deferred Shares for any purpose or require the consent of the holders of the Deferred Shares.

141.6 Form

The Deferred Shares shall not be listed or traded on any stock exchange nor shall any share certificates be issued in respect of such shares. The Deferred Shares shall not be transferable except in accordance with Article 141.7 below or with the written consent of the directors.

141.7 Transfer and purchase

The Company may at any time (and from time to time) (subject to the provisions of the Companies Acts) without obtaining the sanction of the holder or holders of the Deferred Shares:

(a) appoint any person to execute on behalf of any holder of Deferred Shares a transfer of all of the Deferred Shares or any part thereof (and/or an agreement to transfer the same) to the Company or to such person as the directors may determine (whether or not an officer of the Company), in any case for not more than the aggregate amount of one penny for all the Deferred Shares then being transferred; and
(b) cancel all or any of the Deferred Shares purchased or acquired by the Company in accordance with the Companies Acts.

141.8 Deletion of Article 141 when no Deferred Shares in existence

Article 141 shall remain in force until there are no longer any Deferred Shares in existence, notwithstanding any provision in these Articles to the contrary. Thereafter Article 141 shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 141 are referred to in other Articles) and shall be deleted and replaced with the wording ''Article 141 has been deleted'', and the separate register for the holders of Deferred Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Article 141 before that date shall not otherwise be affected and any actions taken under Article 141 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.

PART X

TAXATION

Section 1. United Kingdom taxation

The following comments do not constitute tax advice and are intended only as a guide to current United Kingdom law and HM Revenue & Customs' published practice (which are both subject to change at any time, possibly with retrospective effect). They relate only to certain limited aspects of the United Kingdom taxation treatment of Shareholders and are intended to apply only to Shareholders who are resident and, if individuals, ordinarily resident in the United Kingdom for United Kingdom tax purposes and who are and will be the absolute beneficial owners of their Existing Ordinary Shares, New Ordinary Shares, B Shares, C Shares and Deferred Shares and who hold, and will hold, them as investments (and not as securities to be realised in the course of a trade). They may not apply to certain Shareholders, such as dealers in securities, insurance companies and collective investment schemes, Shareholders who are exempt from taxation, Shareholders who acquire or acquired their Existing Ordinary Shares under the Micro Focus Share Plans and Shareholders who have (or are deemed to have) acquired their Existing Ordinary Shares by virtue of an office or employment. Such persons may be subject to special rules. The position may be different for future transactions and may alter between the date of this Circular and the implementation of the B/C Share Scheme.

Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult an appropriate professional adviser.

1. Capital Reorganisation

For the purposes of the United Kingdom taxation of capital gains and corporation tax on chargeable gains (''CGT''):

(A) the issue of the B Shares and the C Shares and the Share Capital Consolidation should be treated as a reorganisation of the Company's share capital which should not be treated as a taxable event for CGT purposes;
(B) the receipt of B Shares, C Shares and New Ordinary Shares arising from the Capital Reorganisation should be a reorganisation of the share capital of the Company. Accordingly, the Shareholder's resultant holding of the B Shares, C Shares and New Ordinary Shares will together be treated as the same asset as the Shareholder's holding of the Existing Ordinary Shares and as having been acquired at the same time, and for the same consideration, as that of the holding of Existing Ordinary Shares;
(C) upon a subsequent disposal of all or part of the Shareholder's B Shares, C Shares or New Ordinary Shares, a Shareholder's aggregate CGT base cost in such Shareholder's holding of Existing Ordinary Shares will be apportioned between the B Shares, C Shares and the New Ordinary Shares by reference to their respective values on the first day on which the New Ordinary Shares are issued; and
(D) the sale, on behalf of relevant Shareholders, of fractional entitlements to New Ordinary Shares resulting from the Share Capital Consolidation (where applicable) should not generally constitute a part disposal for CGT purposes. Instead the amount of any payment received by the Shareholder will be deducted from the base cost of the New Ordinary Shares received. If the amount of any payment received exceeds the Shareholder's base cost in the shares, that will give rise to a part disposal of those shares for CGT purposes but that shareholder may elect (in effect) for the excess to be treated as a capital gain and to give up any basis he has in his shares.

The issue of the B Shares and the C Shares, the Share Capital Consolidation and the reclassification of the C Shares into Deferred Shares (where applicable) should not give rise to any liability to United Kingdom income tax (or corporation tax on income) in a Shareholder's hands.

2. Alternative 1—Income Option

The tax treatment of the C Share Dividend will be the same as that of any other dividend paid by the Company. Accordingly, that tax treatment will follow the current tax treatment of dividends, which is as summarised below.

General

There is no United Kingdom withholding tax on dividends paid by the Company.

Individual Shareholders within the charge to United Kingdom income tax

When the Company pays a dividend to a Shareholder who is an individual resident (for tax purposes) in the United Kingdom, the Shareholder will be entitled to a tax credit equal to one-ninth of the dividend received. The dividend received plus the related tax credit (the ''gross dividend'') will be part of the Shareholder's total income for United Kingdom income tax purposes and will, generally, be regarded as the top slice of that income. However, in calculating the Shareholder's liability to income tax in respect of the gross dividend, the tax credit (which equates to 10 per cent. of the gross dividend) is set off against the tax chargeable on the gross dividend.

Basic Rate Taxpayers

In the case of a Shareholder who is liable to income tax at the basic rate only, the Shareholder will be subject to tax on the gross dividend at the rate of 10 per cent. The tax credit will, in consequence, satisfy in full the Shareholder's liability to income tax on the gross dividend.

Higher Rate Taxpayers

To the extent that, after taking into account the Shareholder's other taxable income, the gross dividend falls above the threshold for the higher rate of income tax but below the threshold for the additional rate of income tax, the Shareholder will be subject to tax on the gross dividend at the rate of 32.5 per cent. This means that the tax credit will satisfy only part of the Shareholder's liability to income tax on the gross dividend, so that to that extent the Shareholder will have to account for income tax equal to 22.5 per cent. of the gross dividend (which equates to 25 per cent. of the dividend received). For example, assuming the entire gross dividend falls above the higher rate threshold and below the additional rate threshold, a dividend of £90 from the Company would represent a gross dividend of £100 (after the addition of the tax credit of £10) and the Shareholder would be required to account for income tax of £22.50 on the dividend, being £32.50 (i.e. 32.5 per cent. of £100) less £10 (the amount of the tax credit).

Additional Rate Taxpayers

To the extent that, after taking into account the Shareholder's other taxable income, the gross dividend falls above the threshold for the additional rate of income tax, the Shareholder will be subject to tax on the gross dividend at the rate of 42.5 per cent. This means that the tax credit will satisfy only part of the Shareholder's liability to income tax on the gross dividend, so that to that extent the Shareholder will have to account for income tax equal to 32.5 per cent. of the gross dividend (which equates to approximately 36.1 per cent. of the dividend received). For example, assuming the entire gross dividend falls above the additional rate threshold, a dividend of £90 from the Company would represent a gross dividend of £100 (after the addition of the tax credit of £10) and the Shareholder would be required to account for income tax of £32.50 on the dividend, being £42.50 (i.e. 42.5 per cent. of £100) less £10 (the amount of the tax credit).

Corporate Shareholders within the charge to United Kingdom corporation tax

Shareholders within the charge to United Kingdom corporation tax which are ''small companies'' (for the purposes of United Kingdom taxation of dividends) should not generally expect to be subject to tax on dividends from the Company.

Other Shareholders within the charge to United Kingdom corporation tax should not be subject to tax on dividends from the Company so long as the dividends fall within an exempt class and certain conditions are met. In general, dividends paid to a United Kingdom corporate Shareholder holding less than 10 per cent. of the issued share capital of the payer (or any class of that share capital in respect of which the dividend is paid) is an example of a dividend that falls within an exempt class. Shareholders will need to ensure that they satisfy the requirements of any exempt class before treating any dividend as exempt, and seek appropriate professional advice where necessary.

No payment of tax credit

A Shareholder (whether an individual or a company) who is not liable to tax on dividends from the Company will not be entitled to claim payment of the tax credit in respect of those dividends.

Non-residents

The right of a Shareholder who is not resident (for tax purposes) in the United Kingdom to a tax credit in respect of the C Share Dividend and to claim payment from HM Revenue & Customs of any part of that tax credit will depend on the existence and terms of any double tax treaty between the United Kingdom and the country in which the Shareholder is resident for tax purposes. A Shareholder resident outside the United Kingdom (for tax purposes) may also be subject to foreign taxation on dividend income under local law. Shareholders who are not resident in the United Kingdom (for tax purposes) should consult their own tax adviser concerning their tax liabilities on dividends received from the Company. Shareholders who are subject to United States tax are referred to Section 3 of Part X below.

Taxation of chargeable gains

For CGT purposes, the C Share Dividend (and the consequent reclassification of the C Shares into Deferred Shares) should not be treated as giving rise to a disposal or part disposal of the C Shares.

Shareholders who receive the C Share Dividend should note that, consequent to the Capital Reorganisation, a proportion of the base cost, for CGT purposes, of their Existing Ordinary Shares will be attributed to the C Shares; and this amount will continue to be attributed to those C Shares following their reclassification into Deferred Shares (notwithstanding that the Deferred Shares have limited rights or value). Correspondingly, only a proportion of the base cost for CGT purposes of the original holding of Existing Ordinary Shares will be available on a disposal of New Ordinary Shares.

A disposal of the Deferred Shares will be treated in the same way as outlined in paragraph 3 of Section 1 of this Part X and may result in a Shareholder realising a capital loss.

3. Alternative 2—Capital Option

The redemption of the B Shares should be treated as a disposal of those shares for United Kingdom tax purposes. This may, subject to the Shareholder's individual circumstances and any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of CGT.

Any gain or loss will be calculated by reference to the difference between the purchase or redemption price and the element of the Shareholder's original base cost in their Existing Ordinary Shares that is attributed to the relevant B Shares and C Shares. The amount of the base cost which will be attributed to the B Shares and the C Shares will be determined as outlined in paragraph 1 of Section 1 of this Part X.

The amount of CGT, if any, payable by a Shareholder as a consequence of the redemption of the B Shares and/or the sale of the C Shares who is an individual will depend on his or her own personal tax position. No tax should be payable on any gain realised on a redemption of the B Shares and/or the sale of the C Shares if the amount of the net chargeable gains realised by a Shareholder, when aggregated with other net gains realised by that Shareholder in the year of assessment (and after taking account of allowable losses), does not exceed the annual exemption (£10,600 for 2011/2012). Broadly, any gains in excess of this amount will be taxed at a rate of 18 per cent. for a taxpayer paying tax at the basic rate and 28 per cent. for a taxpayer paying tax at a rate above the basic rate of income tax. Where the gains of a basic rate taxpayer subject to CGT exceed the unused part of his basic rate band, that excess is subject to tax at the 28 per cent. rate.

A corporate Shareholder is normally taxable on all of its chargeable gains, subject to any reliefs and exemptions. Corporate shareholders should be entitled to indexation allowance up to the date the chargeable gain is realised.

4. Dividends payable on the New Ordinary Shares

Dividends payable on the New Ordinary Shares should be subject to United Kingdom income tax or United Kingdom corporation tax on income under the rules applicable to dividends. The current tax treatment of dividends is as outlined in paragraph 2 of Section 1 of this Part X.

5. Stamp duty and stamp duty reserve tax (''SDRT'')

No stamp duty or SDRT should be payable on the issue of the B Shares, C Shares or the New Ordinary Shares (unless the Shareholder receiving B Shares, C Shares or the New Ordinary Shares is a depositary or clearance service, where special rules apply).

No stamp duty or SDRT will be payable on, or as a result of, the redemption of the B Shares. No stamp duty or SDRT will be payable by Shareholders on the Share Capital Consolidation.

No stamp duty or SDRT will be payable by Shareholders on, or as a result of, the reclassification of the C Shares into Deferred Shares.

An agreement to sell B Shares, C Shares or New Ordinary Shares will normally give rise to a liability on the purchaser to SDRT, at the rate of 0.5 per cent. of the actual consideration paid. If an instrument of transfer of the B Shares, C Shares or the New Ordinary Shares is subsequently produced it will generally be subject to stamp duty at the rate of 0.5 per cent. of the actual consideration paid (rounded up to the nearest £5). When such stamp duty is paid, the SDRT charge will be cancelled and any SDRT already paid will be refunded. Stamp duty and SDRT are generally the liability of the purchaser.

For the avoidance of doubt, an acquisition of the Deferred Shares by the Company will not give rise to any liability to stamp duty or SDRT for the selling Shareholder. Any such liability in connection with the sale of C Shares will fall on the Company, not the selling Shareholder. Any such liability in connection with any acquisition of the Deferred Shares by the Company would fall on the Company, not the selling Shareholder.

6. Transactions in Securities

Under section 684 Income Tax Act 2007 (for individuals), HM Revenue & Customs can, in certain circumstances, counteract tax advantages arising in relation to a transaction or transactions in securities. Were section 684 to be successfully invoked against any Shareholder, that Shareholder would be likely to be taxed as though the consideration for the sale of their B Shares was dividend income rather than a capital receipt.

Section 684 Income Tax Act 2007 only applies in relation to distributions by companies which are ''close companies'' (as defined in Chapter 2 of Part 10 of the Corporation Tax Act 2010). Given the Company's shareholder base, the Company should not be treated as a ''close company'' for these purposes.

A similar adjusting provision applies for companies under the provisions of Part 15 of the Corporation Tax Act 2010. Were section 737 Corporation Tax Act 2010 to apply, those Shareholders who elected to receive a capital return might be liable to taxation as if they had received an income amount. The Company has been advised that the necessary circumstances for an adjustment under section 737 Corporation Tax Act 2010 (receipt of consideration in connection with relevant company distribution) are not present.

Section 2. United States information reporting and backup withholding tax

Payments made in respect of the sale of fractions of New Ordinary Shares arising on the Share Capital Consolidation which are not considered to be effected at an office outside the US within the meaning of US Treasury Regulation 1.6045-1 (a)(1) may be reported to the US Internal Revenue Service and the relevant Shareholder as may be required under applicable regulations. A backup withholding tax at the rate of 28 per cent. may be deducted from payments described in the preceding sentence if the relevant Shareholder fails to certify under penalties of perjury: (1) in the case of a Shareholder that is a US person (including a US resident alien), that such Shareholder is a US person, that the taxpayer identification number provided is correct (or that such Shareholder is awaiting a taxpayer identification number) and that such Shareholder is not subject to backup withholding; or (2) in the case of a Shareholder that is a non-US person, that such Shareholder is an exempt foreign person.

The sale of fractions of New Ordinary Shares arising on the Share Capital Consolidation should be considered to be effected at an office outside the US for these purposes (and consequently payments in respect of them not be subject to US information reporting and backup withholding) unless:

(i) the proceeds of redemption or sale by the relevant Shareholder are paid to an account maintained in the United States;
(ii) the proceeds of redemption or sale are despatched to the relevant Shareholder at an address in the United States;
(iii) the relevant Shareholder makes an election from within the United States (by, for example, mailing the completed and signed Form of Election from within the United States); or
(iv) a confirmation of redemption or sale is sent to the relevant Shareholder at an address within the United States.

To prevent the imposition of the backup withholding tax, Shareholders whose proceeds from sale of fractions of New Ordinary Shares arising on the Share Capital Consolidation would not be considered to be paid in a sale effected at an office outside the United States should return the appropriate US Internal Revenue Service Form W-9 or Form W-8 with their Form of Election. If they are a US person, they should submit a duly executed US Internal Revenue Service Form W-9. If they are a non-US person, they should submit a duly executed US Internal Revenue Service Form W-8BEN or other US Internal Revenue Service Form W-8, as appropriate. US Internal Revenue Service forms may be obtained from the US Internal Revenue Service at its website: www.irs.gov.

Notwithstanding the foregoing, certain Shareholders may be exempt from US information reporting and backup withholding even though the appropriate tax form has not been returned. Shareholders should consult their tax advisers as to their qualification for this exemption.

Except with respect to sales of fractions of New Ordinary Shares arising on the Share Capital Consolidation, payments made in respect of the B/C Share Scheme to Shareholders who elect, or are defaulted to, the Income Option or the Capital Option should be exempt from US information reporting and backup withholding even though no tax form has been returned, assuming such payments are considered to be from sources outside the US within the meaning of US Treasury Regulation 1.6042-3(b) (1) (iv) (which the Company believes to be the case).

Copies of the information returns filed with the US Internal Revenue Service may be made available to the tax authorities in the country in which the relevant Shareholder resides.

The backup withholding tax is not an additional tax. A Shareholder may generally obtain a refund or credit of any amounts withheld under the backup withholding rules that exceed its US federal income tax liability, if any, provided any claim for refund or credit is timely filed with the US Internal Revenue Service.

Section 3. General United States taxation

Certain US federal income tax considerations

To ensure compliance with US Treasury Department Circular 230, US Holders (as defined below) are hereby notified that: (a) any discussion of federal tax issues in this Circular is not intended or written to be relied upon, and cannot be relied upon, by US Holders for the purpose of avoiding penalties that may be imposed on US Holders under the US Internal Revenue Code; (b) such discussion is included herein by the Company in connection with the promotion or marketing (within the meaning of Circular 230) by the Company of the transactions or matters addressed herein; and (c) US Holders should seek advice based on their particular circumstances from an independent tax adviser.

The following is a summary of certain material US federal income tax consequences of the B/C Share Scheme for US Holders who are deemed to elect the Income Option and does not describe US federal income tax consequences to any Shareholder electing the Capital Option. Shareholders electing the Capital Option should consult their tax advisers as to the particular tax consequences to them of the B/C Share Scheme.

The summary applies only to US Holders who hold their Existing Ordinary Shares as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, particular Shareholders, and does not address state, local, foreign or other tax laws. The summary also does not address tax considerations applicable to Shareholders that own (actually or constructively) 10 per cent. or more of the voting stock of the Company, nor does the summary discuss all of the tax considerations that may be relevant to certain types of Shareholders subject to special treatment under the US federal income tax laws (such as partnerships or other entities treated as partnerships for US federal income tax purposes, financial institutions, insurance companies, Shareholders liable for the alternative minimum tax, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, Shareholders who acquired their Existing Ordinary Shares in compensatory transactions, dealers in securities or currencies, Shareholders that hold their Existing Ordinary Shares as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes, Shareholders whose functional currency is not the US dollar, and Shareholders resident or ordinarily resident in the United Kingdom).

As used herein the term ''US Holder'' means a beneficial owner of Existing Ordinary Shares that is, for US federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation created or organised under the laws of the United States, any State thereof or the District of Columbia; (iii) an estate the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

The summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986 (the ''Code''), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, as well as on the income tax treaty between the United States and the United Kingdom (the ''Treaty''), all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

The summary assumes that the Company is not a passive foreign investment company (''PFIC'') for US federal income tax purposes, which the Company believes to be the case. The Company's possible status as a PFIC must be determined annually and therefore may be subject to change. If the Company were to be a PFIC, special, possibly materially adverse, consequences would result for US Holders and certain reporting requirements might apply to US Holders. Furthermore, the summary assumes that the Company qualifies for the benefits of the Treaty, which the Company believes to be the case. Finally, the summary assumes that less than 50 per cent. of the Company's shares are owned (actually or constructively) by US Holders.

Summary of certain material US federal income tax consequences

The summary of certain material US federal income tax consequences set out below is for general information only and is subject to the considerations set out above. All US Holders should consult their tax advisers as to the particular tax consequences to them of the B/C Share Scheme, the applicability and effect of state, local, foreign and other tax laws and possible changes in tax law.

(i) In general

For US federal income tax purposes, the transactions contemplated by the Share Capital Consolidation and the Income Option should be treated as a recapitalisation and a distribution of cash by the Company. If a contrary position is successfully asserted by the US Internal Revenue Service, the US federal income tax consequences of the B/C Share Scheme for US Holders could differ from those described below.

(ii) C Share Dividend

The C Share Dividend should be taxable to a US Holder as ordinary dividend income to the extent of the US Holder's share of the available current or accumulated earnings and profits (as determined for US federal income tax purposes) of the Company. To the extent the C Share Dividend exceeds current and accumulated earnings and profits, the distribution will be treated as a non-taxable return of capital to the extent of the US Holder's basis in the Existing Ordinary Shares or New Ordinary Shares, if applicable, and any remaining amount as capital gain.

For taxable years that begin before 2013, distributions treated as dividends paid by the Company will generally be taxable to a US Holder that is an individual, trust, or estate at the special reduced rate normally applicable to long-term capital gains. A US Holder should be eligible for this reduced rate only if it has held the Existing Ordinary Shares and New Existing Shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and if the US Holder is not under any obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Furthermore, this reduced rate will not apply to amounts that the US Holder takes into account as ''investment income'' under the Code. US Holders should consult their tax advisers regarding the application of the relevant rules to their particular circumstances.

Distributions treated as dividends will not be eligible for the dividends-received deduction generally allowed to US corporations under the Code. Such dividends will generally be treated as foreign source income and as ''passive income'' or, in the case of certain US Holders, ''financial services income'' for the purposes of computing allowable foreign tax credits for US federal income tax purposes. Foreign tax credits allowable with respect to each category of income cannot exceed US federal income tax otherwise payable with respect to such income. The consequences of the separate limitation calculation will depend on the nature and sources of each US Holder's income and the deductions allocable thereto. The rules governing the foreign tax credit are complex. Shareholders are urged to consult their tax advisers regarding the availability of the foreign tax credit under their particular circumstances.

(iii) Receipt of C Shares, sub-division and consolidation of Existing Ordinary Shares into New Ordinary Shares, reclassification of C Shares into Deferred Shares and potential cancellation of Deferred Shares

US Holders should not be separately taxed upon the receipt of the C Shares, the sub-division and consolidation of Existing Ordinary Shares into New Ordinary Shares (except to the extent of any fractional entitlement for which cash is received), the reclassification of C Shares into Deferred Shares or the cancellation of the Deferred Shares. US Holders should generally have the same holding period and basis in the New Ordinary Shares received as they had in their Existing Ordinary Shares (except such basis may be reduced to the extent attributable to any fractional entitlement for which cash is received as described below in ''—Fractional entitlement on Share Capital Consolidation'' and except to the extent of any distribution treated as a return of capital as described above in ''— C Share Dividend'').

(iv) Fractional entitlement on Share Capital Consolidation

A US Holder who receives cash proceeds with respect to a fractional entitlement as a result of the Share Capital Consolidation should be treated as if a fractional share of a New Ordinary Share had been received by the US Holder as part of the Share Capital Consolidation and then sold by such US Holder. Accordingly, such US Holder should recognise capital gain or loss equal to the difference between the cash so received and the portion of the tax basis in its New Ordinary Shares that is allocable to such fractional share.

(v) Gain or loss treatment

Any capital gain or loss described in this summary will constitute long-term capital gain or loss if the US Holder's combined holding period for the Existing Ordinary Shares and the New Ordinary Shares is greater than one year as of the date of the Share Capital Consolidation, in the case of capital gain or loss resulting from a fractional entitlement, or the date of the C Share Dividend, in the case of capital gain resulting therefrom. For US Holders who are individuals, any such long-term capital gain generally will be taxed at a maximum US federal income tax rate of 15 per cent. The deductibility of capital losses is subject to limitations. However, regardless of the holding period of a US Holder that is an individual, trust or estate, any loss may be long-term capital loss to the extent such US Holder received ''qualified dividend income'' (dividends taxable at the special reduced rate normally applicable to long-term capital gains pursuant to section 1 (h)(11) of the Code) with respect to any dividend which exceeded 10 per cent. of the US Holder's basis in its Existing Ordinary Shares or New Ordinary Shares or with respect to any dividends on Existing Ordinary Shares or New Ordinary Shares which have ex-dividend dates during the same consecutive 365-day period which in the aggregate exceeded 20 per cent. of the US Holder's basis in its Existing Ordinary Shares or New Ordinary Shares.

Any gain or loss described in the preceding paragraph will generally be treated as US source income or loss and allocated to the ''passive income'' category or, in the case of certain US Holders, the ''financial services income'' category for the purposes of computing allowable foreign tax credits for US federal income tax purposes.

(vi) Consequences of payment in Sterling

Except as discussed in the following paragraph, amounts of the C Share Dividend that are paid in Sterling should be included in a US Holder's income in a US dollar amount calculated by reference to the exchange rate in effect on the date the amounts are received by such US Holder, regardless of whether the payment is in fact converted into US dollars. If those amounts are converted into US dollars on the date of receipt, a US Holder generally should not be required to recognise foreign currency gain or loss in respect of the dividend income. Otherwise, any gain or loss recognised on a sale or other disposition of the Sterling amount received will generally be US source ordinary income or loss.

Amounts with respect to a fractional share entitlement and amounts of the C Share Dividend in excess of current and accumulated earnings and profits and the US Holder's basis in the Existing Ordinary Shares or New Ordinary Shares that, in either case, are paid in Sterling should be included in a cash-basis US Holder's income in a US dollar amount calculated by reference to the exchange rate in effect on the payment date, regardless of whether the payment is in fact converted into US dollars on such date. An accrual method US Holder may elect to have this rule apply to it. Any such election by an accrual basis US Holder will apply for the taxable year in which it is made and all subsequent taxable years, unless revoked with the consent of the US Internal Revenue Service. An accrual-method US Holder who does not so elect should realise for US federal income tax purposes an amount equal to the US dollar value of the Sterling amount to which such US Holder becomes entitled on the date of the Share Capital Consolidation, with respect to a fractional share entitlement, or on the date of the C Share Dividend, with respect to amounts thereof in excess of current and accumulated earnings and profits and the US Holder's basis in the Existing Ordinary Shares or New Ordinary Shares. A cash-basis US Holder may have foreign currency gain or loss if the Sterling amount received is converted into US dollars on a date other than the payment date.

The discussion set forth above is included for general information only. US Holders are urged to consult their tax advisers to determine the particular tax consequences to them of the B/C Share Scheme, including the applicability and effect of US state, local and non-US tax laws.

PART XI

ADDITIONAL INFORMATION

1. Summary of the rights and restrictions attaching to the New Ordinary Shares

The rights and restrictions attaching to the New Ordinary Shares will be the same as the rights and restrictions set out in the Articles of Association in respect of the Existing Ordinary Shares, amended as proposed at the General Meeting. These may be summarised as regards income, return of capital and voting, as follows:

Income

Subject to the payment of the C Share Dividend on the C Shares, the holders of the New Ordinary Shares shall be entitled to be paid any further profits of the Company available for distribution and determined to be distributed. Any dividend payable on the New Ordinary Shares which has remained unclaimed for 12 years from the date when it was declared or became due for payment shall be forfeited and shall revert to the Company unless the Board decides otherwise.

Capital

On a return of capital on a winding-up (excluding any intra-group reorganisation on a solvent basis), after paying such sums as may be due in priority to the holders of any other class of shares in the capital of the Company (including the B Shares and the C Shares), any further such amount shall be paid to the holders of the New Ordinary Shares rateably according to the amounts paid up or credited as paid up in respect of each New Ordinary Share and £100,000,000,000 per New Ordinary Share. Any further such amount remaining after payments to the holders of New Ordinary Shares shall be paid to the holders of the Deferred Shares up to the nominal value paid up or credited as paid up on such shares in accordance with the Articles of Association as adopted pursuant to the Resolution.

Voting

The holders of the New Ordinary Shares shall be entitled, in respect of their holding of such shares and subject to relevant provisions of the revised Articles of Association, to receive notice of any general meeting of the Company and to attend and vote at any such general meeting. At any such meeting, on a show of hands, every holder of New Ordinary Shares present in person shall have one vote and every such holder present in person or by proxy shall upon a poll have one vote for every New Ordinary Share of which he is the holder.

2. Form

The New Ordinary Shares and the B Shares, C Shares and Deferred Shares are not renounceable and (with the exception of the Deferred Shares, which are not generally transferable and, in respect of the C Shares, subject to the applicable restrictions set out in the revised Articles of Association) will be transferable by an instrument of transfer in usual or common form. The New Ordinary Shares and the B Shares, C Shares and Deferred Shares will be in registered form. The Company will apply for the New Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the New Ordinary Shares may take place within the CREST system in respect of general market transactions.

3. CREST

Shareholders who hold their Existing Ordinary Shares in CREST will, following the Share Capital Consolidation, have their CREST accounts credited with New Ordinary Shares under ISIN GB00B7786072 on the Admission Date.

4. Electing in CREST

Shareholders holding their Existing Ordinary Shares in CREST will not be sent a Form of Election with this Circular. Their election will be by means of a TTE Instruction.

Such Shareholders should take (or procure to be taken) the action set out below to transfer by means of a TTE Instruction the number of Existing Ordinary Shares held at the Record Time (expected to be 6.00 p.m. on 11 January 2012) in respect of which they are making an election to an escrow balance, specifying Equiniti in its capacity as a CREST receiving agent (under participant ID 6RA44) as the escrow agent, as soon as possible and in any event so that the transfer to escrow settles not later than 4.30 p.m. on 11 January 2012. If Shareholders sell or transfer any Existing Ordinary Shares registered in their name(s) before the Record Time or purchase additional Existing Ordinary Shares, they should take care to ensure that their election is in respect of the number of Existing Ordinary Shares that will be registered in their name(s) at the Record Time.

If Shareholders are CREST personal members, they should refer to their CREST sponsor before taking any action. CREST sponsors will be able to confirm details of Shareholders' participant ID and the member account ID under which their Existing Ordinary Shares are held. In addition, only CREST sponsors will be able to give the TTE Instruction to Euroclear by which Shareholders are making their election.

To make an election, Shareholders should give (or, if they are a CREST personal member, procure that their CREST sponsor gives) a TTE Instruction, which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:

* the number(s) of Existing Ordinary Shares to be transferred to the escrow account;
* the member account ID;
* the participant ID;
* the corporate action ISIN, which is GB00B079W581;
* the corporate action number of the B/C Share Scheme. This is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST;
* the intended settlement date for the transfer to escrow, which should be as soon as possible and in any event not later than 4.30 p.m. on 11 January 2012;
* the standard delivery instruction priority of 80; and
* the name and contact number inserted in the shared note field.

In order for an uncertificated election to be valid, the TTE Instruction must comply with the requirements as to authentication and contents set out above and must settle by 4.30 p.m. on 11 January 2012.

Electing for the Income Option

Shareholders who hold their Existing Ordinary Shares in CREST and who wish to elect for the Income Option in respect of all their B/C Share Entitlement need take no action. Shareholders who do not give a TTE Instruction will automatically receive the C Share Dividend in respect of all their B/C Share Entitlement.

Shareholders who hold their Existing Ordinary Shares in CREST and who wish to make an election for the Income Option in respect of some of their B/C Share Entitlement should give (or, if they are a CREST personal member, procure that their CREST sponsor gives) a TTE Instruction with the following information, in addition to the information listed above:

* the participant ID of Equiniti, which is 6RA44; and
* the member account ID of Equiniti, which for these purposes is MICRO001.

Electing for the Capital Option

Shareholders who hold their Existing Ordinary Shares in CREST and who wish to elect for the Capital Option in respect of some or all of their B/C Share Entitlement, should give (or, if they are a CREST personal member, procure that their CREST sponsor gives) a TTE Instruction with the following information, in addition to the information listed above:

* the participant ID of Equiniti, which is 6RA44; and
* the member account ID of Equiniti, which for these purposes is MICRO002.

Overseas Shareholders and Shareholders resident or with a registered address in a Restricted Territory

Overseas Shareholders should note that, by making a valid election for the Capital Option, such Shareholders will be deemed to represent, warrant, undertake and/or agree (as applicable) in the terms set out in paragraph 6 of Part V of this Circular. Furthermore, Shareholders resident, or with a registered address, in a Restricted Territory will only be eligible to receive the C Share Dividend under the Income Option, and as a result do not need to take any action.

Validity of Elections

Shareholders who do not make a valid election will be deemed to have elected for the Income Option in respect of ALL of their B/C Share Entitlement.

The default position where a Shareholder makes an election which in total is less than their holding of Existing Ordinary Shares at the Record Time

If Shareholders send a TTE Instruction which details, or TTE Instructions which together detail, a number of Existing Ordinary Shares to be transferred to the escrow account which in total is less than their holding of Existing Ordinary Shares at the Record Time, they will be deemed to have elected for the Income Option in respect of the balance of their holding.

Dematerialisation of Existing Ordinary Shares following election

If the Existing Ordinary Shares to which any election made on the enclosed Form of Election relates are currently held in certificated form and are dematerialised into uncertificated form after the relevant Form of Election has been submitted but before the Election Deadline, such election will become invalid. Shareholders who subsequently hold such Existing Ordinary Shares in uncertificated form in CREST will need to give a valid TTE Instruction in place of the submitted Form of Election by the Election Deadline.

5. Methods of Election—General

The Directors shall determine all questions as to the form and validity (including time and place of receipt) of any TTE Instruction or Form of Election in their absolute discretion which determination shall be final and binding. The Directors also reserve the absolute right to waive any defect or irregularity in relation to, or in relation to the receipt of, any TTE Instruction or Form of Election completed by or on behalf of any Shareholder, and such determination will be binding on such Shareholder. The Directors shall not be liable to Shareholders for any loss arising from the determination of questions as to the form and validity (including time and place of receipt) of any TTE Instruction or Form of Election, unless attributable to their own wilful default, fraud or negligence and the Directors shall not be under any duty to give notification of any defect or irregularity in any TTE Instruction or Form of Election or incur any liability for failure to give any such notice.

After the end of the Election Period, any election made is irrevocable. If the Election Period is extended, withdrawal rights will also be extended (withdrawal rights are described more fully in paragraph 5 of Part V of this Circular). No authority conferred by or agreed to by giving of a TTE Instruction will be affected by, and all such authority will survive, the death or incapacity of the relevant Shareholder giving such instruction. All obligations of such Shareholder will be binding upon the heirs, personal representatives, successors and assigns of such Shareholder.

B Shares and/or C Shares which are transferred or otherwise disposed of shall remain subject to the relevant Shareholder's election (or deemed election) for any Share Alternatives made in respect of such B Shares and/or C Shares.

6. Warrants and options

As at 12 December 2011 (being the latest practicable date prior to the publication of this Circular), the total number of outstanding options to subscribe for Ordinary Shares, and the proportions of issued share capital (excluding treasury shares) that they currently represent and that they will represent following the Return of Value are set out in the table below:

		Percentage of New Ordinary
Number of Options	Percentage of Existing Ordinary Share capital (excluding treasury shares)	Share capital (excluding treasury shares) following the Return of Value

6,872,208	3.70%	4.14%

As at 12 December 2011 (being the latest practicable date prior to the publication of this Circular), there are no outstanding warrants to subscribe for Ordinary Shares.

7. Consent

Numis has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and references to it in the form and context in which they appear.

8. Documents available for inspection

Copies of the following documents may be inspected at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL, during usual business hours on any weekday (public holidays excepted), up to and including the date of the General Meeting and will also be available for inspection at the General Meeting for at least 15 minutes before the General Meeting and until the General Meeting ends:

(a) the existing Articles of Association of the Company;
(b) the new Articles of Association of the Company proposed to be adopted at the General Meeting, showing the amendments proposed to the Company's existing Articles of Association;
(c) the written consent referred to in paragraph 7 of this Part XI; and
(d) a copy of this Circular.

14 December 2011

PART XII

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

Admission	admission of the New Ordinary Shares to (i) the Official List and (ii) trading on the London Stock Exchange's main market for listed securities becoming effective, in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards;
Admission and Disclosure Standards	the requirements contained in the publication ''Admission and Disclosure Standards'' dated April 2010 containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities;
Admission Date	12 January 2012 (or such other date as the Directors may determine);
Articles of Association	the articles of association of the Company;
B/C Share Entitlement	the entitlement of Shareholders to receive one B Share or one C Share for each Existing Ordinary Share held at the Record Time and, where the context requires, the aggregate entitlement of a Shareholder to receive B and/or C Shares;
B/C Share Scheme or Return of Value	the proposed transactions comprising the Capital Reorganisation and the return of 45 pence per Existing Ordinary Share by way of the Share Alternatives (including the proposed transactions comprising the issuance of the B Shares and/or the C Shares);
B Shares	the redeemable shares of 45 pence each in the capital of the Company carrying the rights and restrictions set out in Part VII of this Circular;
BACS	the Bankers Automated Clearing System;
Board or Directors	the board of directors of Micro Focus International plc;
Business Day	a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business;
C Share Dividend	the proposed dividend of 45 pence per C Share;
C Shares	the non-cumulative irredeemable shares of 0.0000001 pence each in the capital of the Company carrying the rights and restrictions set out in Part VIII of this Circular;
Capital Option	the allotment of B Shares to be redeemed by the Company on the Effective Date, or such later date as the Directors may determine, and possibly (in the event that the allotment of B Shares needs to be scaled back) the allotment of C Shares;
Capital Reorganisation	the proposed reorganisation of the Company's share capital comprising the issue of the B Shares and/or the C Shares and the Share Capital Consolidation;
Circular	this document;
Companies Act	the Companies Act 2006, as amended;
Company or Micro Focus	Micro Focus International plc, a company incorporated under the laws of England and Wales (registered number 05134647) having its registered office at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN;

CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations);
CREST Manual	the CREST manual issued by Euroclear;
CREST member	a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations);
CREST participant	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);
CREST Proxy Instruction	the instruction whereby CREST members send a CREST message appointing a proxy for the General Meeting and instructing the proxy how to vote and containing the information set out in the CREST Manual;
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
CREST sponsor	a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system participant (as defined in the CREST Regulations);
CREST sponsored member	a CREST member admitted to CREST as a sponsored member;
Deferred Shares	the deferred shares of 0.0000001 pence each in the capital of the Company carrying the rights and restrictions summarised in Part IX of this Circular;
Disclosure and Transparency Rules or DTRs	the Disclosure and Transparency Rules of the FSA;
EBITDA	earnings before interest, taxes, depreciation and amortisation;
Effective Date	such date as the Directors in their absolute discretion may determine between 12 January 2012 and 18 January 2012 (inclusive) (or such other date as the Directors in their absolute discretion may determine), being the date on which the C Share Dividend will become payable and the B Shares issued under the Capital Option will be redeemed;
Election Deadline	4.30 p.m. on 11 January 2012 (or such other time and/or date as the Directors may in their absolute discretion determine);
Election Period	the period from the date of this Circular until the Election Deadline, during which time Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) may make elections for one or more of the Share Alternatives;
Equiniti	Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA;
ESA Message	a message through CREST to Equiniti in its capacity as escrow agent requesting a withdrawal of Existing Ordinary Shares from the escrow balance;
Euroclear	Euroclear UK & Ireland Limited;
Existing Ordinary Shares	the ordinary shares of 10 pence each in the capital of the Company;
Facility	US\$ 275,000,000 revolving credit facility agreement dated 1 December 2011 between (1) Micro Focus International plc (as Company), (2) Micro Focus Group Limited (as Original Borrower), (3) the subsidiaries of Micro Focus International plc listed in Part 1 of Schedule 1 of the Facility (as Original Guarantors), (4) Barclays Corporate, Clydesdale Bank PLC, HSBC Bank plc, Lloyds TSB Bank plc and The Royal Bank of

	Scotland plc (as Arranger), (5) the financial institutions listed in Part 2 of Schedule 1 of the Facility (as Original Lenders) and (6) Barclays Bank plc (as Agent);
Facility EBITDA	EBITDA as defined for the purposes of the Facility, being the Company's Adjusted EBITDA before Amortisation of Capitalised Development Costs;
Form of Election	the form enclosed with this Circular by which Shareholders (other than Overseas Shareholders resident, or with a registered address, in a Restricted Territory) holding Ordinary Shares in certificated form may elect for the Share Alternatives;
Form of Proxy	the form of proxy enclosed with this Circular for use by Shareholders in connection with the General Meeting;
FSA	the UK Financial Services Authority;
FSMA	the Financial Services and Markets Act 2000, as amended;
General Meeting	the general meeting of the Company, to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012, or any adjournment thereof, notice of which is set out at the end of this Circular;
Group	Micro Focus Group and its subsidiaries and subsidiary undertakings from time to time;
Income Option	the allotment of C Shares in respect of which the C Share Dividend will become payable on the Effective Date;
Kevin Loosemore Awards	the meaning set out in paragraph 7 of Part I of this Circular;
Listing Rules	the Listing Rules of the UK Listing Authority;
London Stock Exchange	London Stock Exchange plc;
Micro Focus Share Plans	Micro Focus' existing employee share schemes (including, for the avoidance of doubt, the Kevin Loosemore Awards);
member account ID	the identification code or number attached to any member account in CREST;
New Ordinary Shares	the ordinary shares of 114 /11 pence each in the Company, arising as a result of the Share Capital Consolidation;
Notice of General Meeting	the notice of the General Meeting which appears at the end of this Circular;
Numis	Numis Securities Limited;
Official List	the Official List of the FSA;
Ordinary Shares	as the context permits, Existing Ordinary Shares or New Ordinary Shares;
Overseas Shareholders	Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of a country other than the United Kingdom or who have a registered address which is not in the United Kingdom. For the avoidance of doubt, Shareholders who are not resident in the United Kingdom include Shareholders who are resident in the Channel Islands or the Isle of Man;
participant ID	the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant;
Payment Date	such date as the Directors in their absolute discretion may determine between 18 January 2012 and 24 January 2012 (inclusive) (or such other date as the Directors in their absolute discretion may determine but being, in any event, a date within

	14 days of the Effective Date) being the date on which cash is expected to be sent to Shareholders under the Income Option and the Capital Option;
Prospectus Rules or PR	the Prospectus Rules published by the FSA under section 73A of FSMA;
Record Time	6.00 p.m. on 11 January 2012 (or such other time and date as the Directors may determine);
Regulatory Information Service	any of the services set out in schedule 12 to the Listing Rules;
Resolution	the resolution to be proposed at the General Meeting to approve the Return of Value, as set out in the Notice of General Meeting;
Restricted Territories	the United States, Canada, Australia, Japan, the Republic of South Africa and New Zealand and Restricted Territory means any of them;
Share Alternatives	the Income Option and the Capital Option, or any of them as the context may require;
Share Capital Consolidation	the proposed subdivision and consolidation of share capital, as more fully described in paragraph 3 of Part V of this Circular;
Shareholders	holders of Ordinary Shares and, where the context so requires, holders of B Shares and/or C Shares and/or Deferred Shares;
Sterling or £	the lawful currency of the United Kingdom;
TTE Instruction	a transfer to escrow instruction (as defined by the CREST Manual);
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland;
UK Listing Authority	the FSA in its capacity as competent authority under the Financial Services and Markets Act 2000;
uncertificated or uncertificated form	Ordinary Shares which are recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
United States or US	the United States of America, its territories, possessions, any state of the United States of America or the District of Columbia;
US dollar or US\$ or \$	the lawful currency of the United States;
US Securities Act	the United States Securities Act of 1933 (as amended) and the rules and regulations promulgated thereunder; and
WM/Reuters Closing Spot Rates	the fixings calculated by The WM Company based on data provided by Reuters at or around 4.00 p.m. (London time).

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Micro Focus International plc (the ''Company'') will be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012 for the purposes of considering and, if thought fit, passing the following resolution. The resolution will be proposed as a special resolution.

SPECIAL RESOLUTION

THAT, conditional upon the New Ordinary Shares (as defined below) being admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities by 8.00 a.m. on 12 January 2012 (or such later time and/or date as the directors may in their absolute discretion determine) (''Admission''):

(A) the draft articles of association produced to the meeting, marked ''A'' and signed by the Chairman of the meeting for identification purposes, (the ''New Articles of Association'') be and are hereby approved and adopted as the articles of association of the Company with effect from Admission in substitution for, and to the exclusion of, all existing articles of association of the Company;
(B) the Directors of the Company be and are hereby generally and unconditionally authorised:
(i) to capitalise a sum not exceeding \$114,092,000 standing to the credit of the Company's share premium account and to apply such sum in paying up in full up to the maximum number of redeemable shares of 45 pence each in the capital of the Company carrying the rights and restrictions set out in article 139 of the New Articles of Association (the ''B Shares'') that may be allotted pursuant to the authority given by sub-paragraph (B)(iii)(a) below;
(ii) to capitalise a sum not exceeding \$30.09 standing to the credit of the Company's share premium account and to apply such sum in paying up in full up to the maximum number of non-cumulative irredeemable shares of 0.0000001 pence each in the capital of the Company carrying the rights and restrictions set out in article 140 of the New Articles of Association (the ''C Shares'') that may be allotted pursuant to the authority given by subparagraph (B)(iii)(b) below; and
(iii) pursuant to section 551 of the Companies Act 2006 (the ''Act'') to exercise all powers of the Company to allot and issue credited as fully paid up (provided that the authority hereby confirmed shall expire at the conclusion of the next annual general meeting of the Company or the close of business on 1 November 2012, whichever is earlier):
- (a) B Shares up to an aggregate nominal amount of £68,736,470; and
- (b) C Shares up to an aggregate nominal amount of £19.26,

to the holders of the ordinary shares of 10 pence in the capital of the Company (the ''Existing Ordinary Shares'') on the basis of one B Share or one C Share for each Existing Ordinary Share held and recorded on the register of members of the Company at 6.00 p.m. on 11 January 2012 (or such other time and/or date as the directors may determine), in accordance with (I) the terms of the circular sent by the Company to its shareholders on 14 December 2011 (the ''Circular''), (II) the Directors' determination (as described in the Circular) as to the number of B Shares and C Shares to be allotted and issued, and (III) subject to the terms set out in the Circular and the aforementioned directors' determination, valid elections made (or deemed to be made) by the holders of the Existing Ordinary Shares pursuant to the terms of the Circular as to whether to receive B Shares and/or C Shares;

(C) each Existing Ordinary Share, as shown in the register of members of the Company at 6.00 p.m. on 11 January 2012 (or such other time and/or date as the directors may in their absolute discretion determine), be and is hereby sub-divided into 22 undesignated shares of ⁵ /11 pence each in the capital of the Company (each an ''undesignated share'') and forthwith upon such sub-division every 25 undesignated shares of ⁵ /11 pence each be and are hereby consolidated into one new ordinary share of 11⁴ /11 pence each in the capital of the Company (each a ''New Ordinary Share''), provided that, where such consolidation would result in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share (if any) to which other members of the Company would be similarly so entitled and the directors of the Company be and are hereby authorised to sell (or appoint any other person to sell) to any person all the New Ordinary Shares representing such fractions at the best price reasonably obtainable to any person(s), and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant members who would otherwise be entitled to the fractions so sold, save that (I) any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company, and (II) any due proportion of such proceeds of less than £5.00 (net of expenses) shall be retained by the directors for the benefit of the Company and the relevant member shall not be entitled thereto (and, for the purposes of implementing the provisions of this paragraph, any director of the Company (or any person appointed by the directors of the Company) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the directors consider necessary or desirable to effect the transfer of such New Ordinary Shares to, or in accordance with the directions of, any buyer of such New Ordinary Shares); and

(D) the directors of the Company be and are hereby authorised to do all such things as they consider necessary or expedient to transfer the Deferred Shares (if any) arising on reclassification of the C Shares in accordance with the New Articles of Association.

By Order of the Board.

Jane Smithard Company Secretary 14 December 2011

Registered office

Micro Focus International plc The Lawn 22-30 Old Bath Road Newbury Berkshire RG14 1QN United Kingdom

Registered in England Number: 05134647

Notes:

1. A Shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a Shareholder of the Company. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice of General Meeting. In order to be valid an appointment of proxy must be returned by post, by courier or by hand to the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL, United Kingdom, and must be received by 10.00 a.m. (UK time) on 4 January 2012, or if the General Meeting is adjourned, 48 hours prior to the adjourned meeting. A proxy may also be appointed electronically and further details are set out at Note 2 and Note 7 below. Appointment of a proxy does not preclude a Shareholder from attending the General Meeting and voting in person. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact the Company's Registrars, Equiniti on 0871 384 2957 (calls to this number cost 8 pence per minute from a BT landline, other providers' costs may vary) or +44 (0) 121 415 0227 from outside the UK. Lines open 8.30 a.m. to 5.30 p.m. (Monday to Friday).
1. To appoint a proxy electronically log on to the Company's Registrars' website at www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, printed on the face of the accompanying Form of Proxy. Full details of the procedures are given on the website. Alternatively, if you have already registered with the Registrars' online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk and clicking on 'Company Meetings'. Instructions are given on the website. If you are a member of CREST, you may use the CREST electronic appointment service, details of which are set out at Note 7. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the ''Act'') to enjoy information rights (a ''Nominated Person'') may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/ she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
1. The statement of the rights of Shareholders in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons. Such rights can only be exercised by Shareholders of the Company.
1. A Shareholder has a right to put to the Directors any questions relating to the business to be dealt with at the General Meeting and subject to the exemptions under section 319A of the Act the Company must answer any such questions.
1. The Company, pursuant to the Uncertificated Securities Regulations 2001, specifies that only those Shareholders on the Register of Members as at 6.00 p.m. (UK time) on 4 January 2012 shall be entitled to attend or vote at the General Meeting in respect of the number of shares registered in their names at that time (or, in the event of any adjournment, at 6.00 p.m. (UK time) on the day which is two days before the day of the adjourned meeting). Changes to entries on the ordinary register after 6.00 p.m. (UK time) on 4 January 2012 shall be disregarded in determining the right of any person to attend or vote at the General Meeting (unless the General Meeting is adjourned in which case the previous provisions of this Note 5 apply).
1. As at 12 December 2011 (being the last practicable business day prior to the publication of this Notice) the Company's issued share capital consists of 206,135,557 Ordinary Shares, carrying one vote each. As at 12 December 2011 the Company holds 20,388,720 Ordinary Shares in treasury. Therefore, after excluding treasury shares, the total number of voting rights in the Company as at 12 December 2011 are 185,746,837.
1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by 10.00 a.m. on 4 January 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. If all shares have been sold or transferred by the addressee, this Notice and any other relevant documents should be passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
1. A copy of this Circular including the Notice of General Meeting can be found on the Company's website, www.microfocus.com, free of charge.
1. Copies of the following documents will be available for inspection at the registered office of the Company (being the location of the General Meeting) during usual business hours (Saturdays, Sundays and English public holidays excepted) from the date of this Notice until the conclusion of the General Meeting and at the General Meeting itself for at least 15 minutes prior to the General Meeting:
a) a copy of the Circular;
b) a copy of the written consent referred to in paragraph 7 of Part XI of the Circular; and
c) a copy of the proposed new articles of association of the Company marked to show the changes being proposed, together with a copy of the existing articles of association of the Company.
1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL, United Kingdom. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Equiniti by 10.00 a.m. (UK time) on 4 January 2012, or if the General Meeting is adjourned, 48 hours prior to the adjourned meeting.
1. You may not use any electronic address provided in either this Notice of General Meeting or any related document (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.
1. In accordance with section 311A of the Act, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice will be available on the Company's website www.microfocus.com.

AI assistant

MS INTERNATIONAL PLC — AGM Information 2011

7799_rns_2011-12-14_ecf9219b-14d2-4a53-b963-c2741e042939.pdf

MICRO FOCUS INTERNATIONAL PLC

Proposed return of value to Shareholders of

45 pence per Existing Ordinary Share,

by way of

and a 22 for 25 Share Capital Consolidation,

Notice of General Meeting

WHERE TO FIND HELP

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PART I

LETTER FROM THE CHAIRMAN

Micro Focus International plc

PROPOSED RETURN OF VALUE TO SHAREHOLDERS OF 45 PENCE PER EXISTING ORDINARY SHARE AND NOTICE OF GENERAL MEETING

1. Introduction

2. Background to the proposed Return of Value

3. The Share Alternatives

Alternative 1—Income Option

Alternative 2—Capital Option

Information relating to the B Shares, C Shares and Deferred Shares

Scaling back

Further information

4. Share Capital Consolidation

5. Tax

6. Overseas Shareholders

7. Micro Focus Share Plans

8. General Meeting

9. Action to be taken

Action Shareholders should take in relation to the General Meeting

Action Shareholders should take in relation to the B/C Share Scheme

(a) Existing Ordinary Shares held in certificated form

10. Recommendation

PART II

FREQUENTLY ASKED QUESTIONS AND ANSWERS

Is there a meeting to approve the B/C Share Scheme? How do I vote?

What do I need to do next?

How do I elect for my chosen Share Alternative(s)?

What is the impact of the B/C Share Scheme on the value of my Micro Focus shares?

How will the B/C Share Scheme affect my shareholding?

Do I have to elect for one of the two alternatives? What happens if I do nothing?

What if I sell or have sold or transferred all or some of my existing shares?

Can I trade my New Ordinary Shares?

Can I trade my B Shares, C Shares and/or Deferred Shares?

What if I am a citizen, resident or national of a country other than the UK?

What is my tax position?

What happens if I do not get my Form of Election back in time?

When will I receive my proceeds from the B/C Share Scheme and how will these be paid?

What is the impact on Micro Focus Share Plans?

What if I have any more questions?

PART III

COMPLETING THE FORM OF ELECTION

Number of Existing Ordinary Shares held

How Shareholders may elect for one Share Alternative in respect of all of their B/C Share Entitlement

How Shareholders may split their B/C Share Entitlement between more than one Share Alternative

The default position where a Shareholder makes an election which is less than their total B/C Share Entitlement

Dematerialisation of Existing Ordinary Shares following election

Overseas Shareholders

General

Signing the Form of Election

Final instructions on completing a Form of Election

PART IV

RISK FACTORS RELATED TO THE PROPOSED B/C SHARE SCHEME

The B/C Share Scheme is conditional

Increased debt

Exchange Rate Risk

Current tax legislation and practice may change

PART V

DETAILS OF THE B/C SHARE SCHEME

1. B/C Share Scheme

2. Conditions to the implementation of the B/C Share Scheme

3. Capital Reorganisation

Allotment and issue of B Shares and C Shares

Share Capital Consolidation

Fractional entitlements to New Ordinary Shares

4. Share Alternatives

Alternative 1—Income Option

Alternative 2—Capital Option

5. Withdrawal rights

6. Overseas Shareholders

MS INTERNATIONAL PLC AGM Information 2011