MS INTERNATIONAL PLC — AGM Information 2015

Aug 14, 2015

Please read the notes and instructions below and opposite before completing this form.

Admission card

Annual General Meeting ('AGM') of Micro Focus International plc to be held at the Company's offices at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN on 24 September 2015 at 3pm (UK time).

If you attend the AGM, please complete this admission card where indicated and hand it in at the registration desk. It will help you gain admission to the meeting.

	Name(s)_______________
	Signature(s)____________
Date ________	2015

Explanatory Notes:

• 1 If you intend to come to the AGM please complete and return this admission card and bring it with you to the meeting.
• 2 Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, speak and vote at the AGM. A member so entitled may appoint (a) proxy(ies), who need not be (a) shareholder(s), to attend, speak and vote on his/her behalf.
• 3 If you wish to appoint someone other than the Chairman of the AGM as your proxy, please insert his/her name in the space provided and delete 'the Chairman of the meeting, or'.
• 4 To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Company's Registrar, Equiniti on 0871 384 2734 (calls to this number cost 8p per minute plus network extras) or +44 (0)121 415 7047 from outside the UK. Lines open 8.30am to 5.30pm (UK time) (Monday to Friday) or you may copy this form. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which he/she is authorised to act as your proxy. Please also indicate by ticking the additional box provided if the proxy instruction is one of multiple separate instructions being given. All forms must be signed and should be returned together.
• 5 The 'Vote withheld' option on the form of proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
• 6 If the form of proxy is signed by someone else on your behalf, the original or a certified copy of the document evidencing their authority to sign must be returned with the form of proxy. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
• 7 In the case of a joint holding, any holder may sign. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 8 To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast), you must be entered on the Company's Register of Members as at 6pm (UK time) on 22 September 2015 or, if the meeting is adjourned, you must be entered on the Company's Register of Members no later than 6pm (UK time) on the day being two business days prior to the day of the adjourned meeting.
• 9 To be valid, the form of proxy must reach the Company's Registrar, Equiniti, by no later than 3pm (UK time) on 22 September 2015 or if the AGM is adjourned, 48 hours (excluding non-working days) before the time for holding the adjourned AGM. The lodging of a form of proxy does not prevent a member from attending and voting at the AGM in person.
• 10 Electronic Proxy Appointment ('EPA') is available for this AGM. To use this facility please visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown above will be required to complete the procedure. EPA will not be valid if received after 3pm (UK time) on 22 September 2015, or if the AGM is adjourned, 48 hours (excluding non-working days) before the time for holding the adjourned AGM, and will not be accepted if found to contain a computer virus.
• 11 The CREST electronic proxy appointment service is available for this AGM. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST manual, so as to reach the Company's Registrar, Equiniti (CREST participant ID RA19), by no later than 3pm (UK time) on 22 September 2015, or if the AGM is adjourned, 48 hours (excluding non-working days) before the time for holding the adjourned AGM.
• 12 Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the Notice of Annual General Meeting enclosed with this card.
• 13 If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 14 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 6DA, United Kingdom. In the case of a member which is a corporation, the revocation notice must be executed under its common seal or signed on its behalf by a duly authorised officer of the corporation or an attorney for the corporation. 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 not less than one hour before the commencement of the AGM, or if the AGM is adjourned, not less than one hour prior to the adjourned meeting.
• 15 You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

VOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER

I/We hereby appoint the Chairman of the meeting, or [please refer to Explanatory Note 3]

as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* at the Annual General Meeting ('AGM') of Micro Focus International plc (the 'Company') to be held at 3pm (UK time) on 24 September 2015 and at any adjournment thereof.

* For the appointment of more than one proxy, please refer to Explanatory Note 4.

n Please tick here to indicate that this is one of multiple instructions being given.

Please indicate with an 'X' in the appropriate boxes how you wish the proxy to vote in respect of each of the following resolutions.

Ordinary resolutions		For	Against	Vote withheld
	1 To receive the audited financial statements and the reports of the directors and auditors for the year ended 30 April 2015
	2 To declare a final dividend of 33.0 cents per ordinary share
	3 To approve the remuneration report of the directors for the year ended 30 April 2015
	4 To re-elect Kevin Loosemore as a director
	5 To re-elect Mike Phillips as a director
	6 To re-elect Karen Slatford as a director
	7 To re-elect Tom Virden as a director
	8 To re-elect Richard Atkins as a director
	9 To elect Prescott Ashe as a director
	10 To elect David Golob as a director
	11 To elect Karen Geary as a director
	12 To approve the re-appointment of PricewaterhouseCoopers LLP as auditors
	13 To authorise the directors to determine the remuneration of the auditors
	14 To amend the Company's Sharesave Plan 2006
	15 To amend the Company's Employee Stock Purchase Plan 2006
	16 To authorise the directors to allot ordinary shares
	Special resolutions
	17 To empower the directors to allot ordinary shares for cash on a non pre-emptive basis
	18 To authorise the Company to purchase its own shares
	19 To authorise the Company to hold general meetings on 14 clear days' notice

Signature Date

The proxy is to vote as instructed in respect of the resolutions specified above. In the absence of instructions the proxy may vote or abstain as he or she thinks fit on the resolutions specified above and, unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the meeting.

Any alterations to this form of proxy should be initialled.

If you complete and return the form of proxy this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.

Please return this form of proxy. When you have completed and signed this form, please detach and return it to the Company's Registrar, Equiniti, whose address is on the back.

Postage has been paid.

To be valid, the proxy form must be received no later than 3pm (UK time) on 22 September 2015.

✁

The Annual General Meeting of Micro Focus International plc is to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN on 24 September 2015 at 3pm (UK time).

Directions to Micro Focus: From the M4 junction 13, follow the A34 (Newbury bypass) to the Bath Road Junction for Hungerford and Speen – Follow signs for Newbury A4 – Turn right just past the Starting Gate Pub (on left) into Old Bath Road – Micro Focus is located on the left-hand side, approximately ¼ mile along. Please note: Northbrook Street is pedestrianised from 10am till 6pm weekdays.

From South: As inset A4 exit A34.

Public transport: A short taxi ride from rail and bus stations.

Telephone: +44 (0)1635 565200