MS INTERNATIONAL PLC — AGM Information 2012

Sep 26, 2012

Company No: 5134647

The Companies Acts 1985, 1989 and 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

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

PASSED ON 26 SEPTEMBER 2012

At a GENERAL MEETING of the Company duly convened and held on 26 September 2012 at Micro Focus House, 2 East Bridge Street, Belfast, BT1 3NQ the following Resolutions were duly passed, in the case of Resolutions 1, 3 and 4 as Special Resolutions and in the case of Resolution 2 as an Ordinary Resolution:-

SPECIAL RESOLUTION

• 1. 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 26 October 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 \$58,750,999, 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 50 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 \$1, 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 sub-paragraph (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 2013, whichever is earlier):

• (a) B Shares up to an aggregate nominal amount of £32,182,730; and

• (b) C Shares up to an aggregate nominal amount of £0.18,

to the holders of the ordinary shares of 11 4 /11 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 25 October 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 4 September 2012 (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 25 October 2012 (or such other time and/or date as the Directors may in their absolute discretion determine), be and is hereby sub-divided into 10 undesignated shares of 1 3 /22 pence each in the capital of the Company (each an ''undesignated share'') and

forthwith upon such sub-division every 11 undesignated shares of 1 3 /22 pence each be and are hereby consolidated into one new ordinary share of 12.5 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);

(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; and

ORDINARY RESOLUTION

• 1. THAT subject to the passing of resolutions 1 and 3 and also conditional upon Admission occurring by 8.00 a.m. on 26 October 2012 (or such later time and/or date as the Directors may in their absolute discretion determine), and in substitution for all existing authorities, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Act to allot Relevant Securities (as defined in the explanatory notes below):
• (A) up to an aggregate nominal amount of £6,209,522 (such amount to be reduced by the nominal amount allotted or granted under (B) below in excess of such sum); and
• (B) comprising equity securities (within the meaning of section 560 of the Act) up to an

aggregate nominal amount of £12,419,044 (after deducting from such limit the aggregate nominal amount of any Relevant Securities allotted under sub-paragraph (A) above) in connection with an offer by way of rights issue to holders of New Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

(C) and such authority shall expire on the date of the annual general meeting of the Company to be held in 2013 or, if earlier, 1 November 2013, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. This authority shall be in substitution for any previous authorities granted in this regard by the Company, but without prejudice to any allotment of Relevant Securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

• 1. THAT, subject to the passing of resolution 1 and 2 and also conditional upon Admission occurring by 8.00 a.m. on 26 October 2012 (or such later date as the Directors may in their absolute discretion determine), and in substitution for all existing authorities, the Directors be and are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to the general authority conferred by resolution 2 above as if section 561(1) of the Act did not apply to any such allotment and to sell equity securities (within the meaning of section 560 of that Act) if, immediately before the sale, such shares are held by the Company as treasury shares for cash as if section 561(1) of that Act did not apply to such sale, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares:
• (A) in connection with an offer of such securities (but in the case of the authority granted under sub-paragraph (B) of resolution 2, by way of a rights issue only) to holders of New Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such shares and to holders of other equity securities, as required by the rights of those securities or, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems in or under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
• (B) (other than pursuant to sub-paragraph 3(A) above) up to an aggregate nominal amount of £931,428;

and such power shall expire on the date of the annual general meeting of the Company to be held in 2013 or, if earlier, 1 November 2013 but so that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold (as the case may be) after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) of the Act did not apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.

• 1. THAT, subject to the passing of resolution 1 and also conditional upon Admission occurring by 8.00 a.m. on 26 October (or such later time as the Directors may in their absolute discretion determine), and in substitution for all existing authorities, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined by section 693(4) of the Act) of New Ordinary Shares provided that:
• (A) the maximum aggregate number of New Ordinary Shares authorised to be purchased is 22,339,377 New Ordinary Shares;
• (B) the minimum price which shall be paid for each New Ordinary Share is 12.5 pence
• (C) the maximum price which may be paid for each New Ordinary Share is an amount equal to the higher of (i) 105 per cent of the average of the middle market quotations for a New Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Company agrees to buy the shares concerned; and (ii) the higher of the price of the last independent trade of any New Ordinary Share and the highest current bid for a New Ordinary Share as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments (2273/2003);
• (D) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2013 or 1 November 2013 (whichever is the earlier); and
• (E) the Company may, before such expiry, make a contract to purchase New Ordinary Shares under the authority hereby conferred which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of New Ordinary Shares in pursuance of such a contract.