MS INTERNATIONAL PLC — AGM Information 2016

Sep 22, 2016

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

MICRO FOCUS INTERNATIONAL PLC

(Passed 22 September 2016)

At the ANNUAL GENERAL MEETING of the above-named Company, duly convened and held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN on 22 September 2016 at 3 p.m. the following resolutions were passed as ordinary and special resolutions.

ORDINARY RESOLUTIONS

• $\overline{4}$ . To adopt and to authorise the Company to make deferred bonus awards, as set out on page 62 of the Remuneration Report for the year ended 30 April 2016, and to amend the Remuneration Policy, as set out on pages 64 to 76 of the Remuneration Report for the year ended 30 April 2016.
• 1. To adopt and to authorise the Company to implement an Additional Share Grants programme, as set out on page 62 of the Remuneration Report for the year ended 30 April 2016, and summarised in the appendix to this Notice, and to amend the Remuneration Policy, as set out on pages 64 to 76 of the Remuneration Report for the year ended 30 April 2016.
• 1. In accordance with section 551 of the Companies Act 2006 (the "Act") to generally and unconditionally authorise the Directors to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:
• $(a)$ up to an aggregate nominal amount of £7,637,743; and
• $(b)$ up to a further aggregate nominal amount of £7,637,743 in connection with an offer by way of rights issue to holders of ordinary shares of 10 pence each in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

and such authority shall expire on the date of the annual general meeting of the Company to be held in 2017 or, if earlier, 31 October 2017, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require share allotments and grants of rights to subscribe for or convert any security into shares in the Company after such expiry and the Directors may make such allotments and grants 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 allotments or grant of rights already made, offered or agreed to be made pursuant to such authorities.

SPECIAL RESOLUTIONS

• 1. Subject to the passing of Resolution 17 above, to authorise the Directors in accordance with section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the power conferred on the Directors by Resolution 17 and/or to sell ordinary shares held by the Company as treasury shares, as if section 561(1) and sub-sections $(1) - (6)$ of section 562 of the Act did not apply to any such allotment or sale, provided that the power conferred by this resolution shall be limited to:
• $(a)$ the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities made to (but in the case of the power granted under Resolution 17(b) by way of a rights issue only):
  • $(i)$ ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • $(ii)$ holders of other equity securities, as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

subject only 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 requirements of any regulatory body or stock exchange; and

$(b)$ the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph 18(a)(i) above) up to a nominal amount of £1,145,661;

and such power shall expire on the date of the annual general meeting of the Company to be held in 2017 or, if earlier, 31 October 2017 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 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 power 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 powers.

• 1. Subject to the passing of Resolution 17 above, to authorise the Directors in addition to any power granted under Resolution 18 to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the power conferred on the Directors by Resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) and sub-sections (1) – (6) of section 562 of the Act did not apply to any such allotment or sale, such power to be:
• $(a)$ limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,145,661; and
• $(b)$ used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

and such power shall expire on the date of the annual general meeting of the Company to be held in 2017 or, if earlier, 31 October 2017 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

• 1. To generally and unconditionally authorise, in accordance with the Company's articles of association and for the purposes of section 701 of the Act, the Company to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares provided that:
• $(a)$ the maximum aggregate number of ordinary shares authorised to be purchased is 34,346,931 ordinary shares;
• $(b)$ the minimum price which shall be paid for each ordinary share is 10 pence;
• $(c)$ the maximum price which may be paid for each ordinary share shall not be more than the maximum price (exclusive of expenses) stipulated by the Listing Rules from time to time in force published by the Financial Conduct Authority;

• $(d)$ 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 2017 or 31 October 2017 (whichever is the earlier); and

• $(e)$ the Company may, before such expiry, make a contract to purchase ordinary shares under the authority hereby conferred which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of such a contract.

• 1. To authorise the Company to call general meetings (other than annual general meetings) on a minimum of 14 clear days' notice.

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Chairman