MS INTERNATIONAL PLC — AGM Information 2017

May 26, 2017

Company Number: 5134647

THE COMPANIES ACT 2006 __________________________________

COMPANY LIMITED BY SHARES ____________________________________

RESOLUTIONS -of-MICRO FOCUS INTERNATIONAL PLC

(Passed 26 May 2017) _______________________________

At a General Meeting of the above-named Company, duly convened and held at 10 Paternoster Square, London EC4M 7LT on 26 May 2017 at 2 p.m. the following resolutions were passed. Resolution 1 was passed as an ordinary resolution and Resolutions 2 and 3 were passed as special resolutions.

ORDINARY RESOLUTION

1. THAT:

(A) the proposed merger of Seattle MergerSub Inc. (an indirect subsidiary of the Company) ("Merger Sub") with Seattle SpinCo Inc. ("Seattle") (the "Merger") on the terms and subject to the conditions contained in the merger agreement dated 7 September 2016 entered into between, amongst others, the Company, Merger Sub, Hewlett Packard Enterprise Company and Seattle (the "Merger Agreement") and the associated ancillary documents contemplated by the Merger Agreement and summarised in the circular to shareholders dated 9 May 2017 of which this Notice of General Meeting forms part, a copy of which has been produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification only (the "Circular"), be and is hereby approved, and the directors of the Company (the "Directors") (or a duly authorised committee thereof) be and are hereby authorised to take all such steps as they may consider necessary, expedient or appropriate in relation thereto and to carry the same into effect with such modifications, variations, revisions, waivers or amendments to such terms and conditions (providing such modifications, variations, revisions, waivers or amendments do not materially change the terms of the Merger for the purposes of the UK Listing Authority's Listing Rule 10.5.2) as they shall in their absolute discretion deem necessary, expedient or

appropriate;

• (B) the limit (on moneys borrowed less Current Asset Investments as defined in Article 102 of the Company's articles of association) of US\$2,500 million pursuant to Article 102.2 of the Company's articles of association be increased to US\$10,000 million; and
• (C) in addition and without prejudice to all existing authorities for the purposes of section 551 of the Companies Act 2006 (the "Act"), the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot, as is contemplated in subsections 551(1)(a) and 551(1)(b) of the Act respectively, Ordinary Shares up to a nominal amount of £25,000,000 as the Consideration Shares (as defined in the Circular) to be issued pursuant to the Merger Agreement, such authority to expire on 7 March 2018, save that the Company may, before such expiry make an offer or agreement which would or might require such Ordinary Shares to be allotted after such expiry and the Directors may allot such Ordinary Shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

SPECIAL RESOLUTIONS

• 1. THAT, subject to the passing of Resolution 1:
• (A) pursuant to section 21(1) of the Act, the articles of association of the Company be altered by:
• (i) deleting the current article 122 and substituting therefor a new article 122, as set out in full in section E of Part VII (Details of the Return of Value) of the Circular; and
• (ii)deleting the current articles 139, 140, 141A and 141B and substituting therefor new articles 139 and 140 as set out in full in section F of Part VII (Details of the Return of Value) of the Circular;
• (B) the Directors of the Company be and are hereby generally and unconditionally authorised:
• (i) to capitalise a sum not exceeding US\$650,000,000, standing to the credit of the Company's merger reserve and/or share premium account, and to apply such sum in paying up in full up to the maximum number of redeemable shares in the capital of the Company, with such nominal value as the Directors may determine, carrying the rights and restrictions set out in article 139 of the articles of association of the Company as amended by this Resolution (the "B Shares") that may be allotted pursuant to the authority given by subparagraph (B)(ii) below; and
• (ii)in addition and without prejudice to all existing authorities for the purposes of section 551 of the Act, pursuant to section 551 of the Act to exercise all powers of the Company to allot and issue credited as fully paid up (provided that the authority hereby conferred shall expire at the close of business on 7 March 2018) B Shares up to an aggregate nominal amount of £475,000,000 to the holders of the ordinary shares of 10 pence in the capital of the Company as shown in the register of members of the Company at 6.00 p.m. on the date falling the Business Day prior to the expected date of Admission (as defined below) (the "Existing Ordinary Shares") (other than in respect of

Existing Ordinary Shares held in treasury) on the basis of one B Share for each Existing Ordinary Share held and recorded on the register of members of the Company at 6.00 p.m. on that date (or such other time and/or date as the Directors may in their absolute discretion determine) (the "Record Time"), (but excluding any such shares which were issued on terms that they are not entitled to such allotment), in accordance with the terms of the Circular;

• (C) subject to the New Ordinary Shares (as defined below) being admitted to the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities by 8.00 a.m. on 1 September 2017 (or such other time and/or date as the Directors may in their absolute discretion determine) ("Admission"), all of the issued Ordinary Shares be consolidated into one share of a nominal value equal to the aggregate nominal value of all of such Ordinary Shares (the "Interim Share"), which shall be allocated to the holders of the Existing Ordinary Shares in proportion to their holdings of Existing Ordinary Shares prior to the consolidation set out in this subparagraph (C) and, immediately thereafter, the Interim Share be subdivided and redesignated into:
• (i) such number of new ordinary shares of 10 pence each in the capital of the Company (the "New Ordinary Shares" and each being a "New Ordinary Share") as is equal to "X", rounded down to the nearest whole number, where X is calculated in accordance with the following formula:

$$
X \qquad \ \ = \left( \frac{M-R}{M} \right) \times E
$$

Where:

E = the number of Existing Ordinary Shares in issue at the Record Time

M = the closing mid-market price (in pence) of an Existing Ordinary Share (as derived from the daily official list of London Stock Exchange plc) on the third Business Day prior to the expected date of Admission

R = the aggregate sterling amount of the Return of Value (as defined in the Circular) as determined by the Board divided by the number of Existing Ordinary Shares in issue at the Record Time

The New Ordinary Shares created as a result of the subdivision and redesignation referred to in this subparagraph (C) shall be allocated to the holders of the Existing Ordinary Shares in proportion to their holdings of Existing Ordinary Shares prior to the consolidation set out in this subparagraph (C), provided that, where such allocation would result in any member being entitled to a fraction of a New Ordinary Share, such fraction shall 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) 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 donated by the Company to a suitable charity and the relevant member shall not be entitled thereto (and, for the purposes of implementing the provisions of this paragraph, any Director (or any person appointed by the Directors) 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

• (ii) such number of deferred shares of 10 pence each in the capital of the Company (each a "Deferred Share") having the rights set out in the articles of association of the Company as proposed to be amended by this Resolution as, in aggregate, shall have a nominal value equal to the aggregate nominal value of all of the Existing Ordinary Shares less the aggregate nominal value of all of the New Ordinary Shares arising pursuant to subparagraph (C)(i) above, which shall be allocated to the holders of the Existing Ordinary Shares in proportion to their holdings of Existing Ordinary Shares prior to the consolidation set out in this subparagraph (C) provided that, where such consolidation would result in any member of the Company being entitled to a fraction of a Deferred Share, such fraction shall, so far as possible, be aggregated with the fractions of a Deferred Share (if any) to which other members of the Company would be similarly so entitled and the Directors be and are hereby authorised to issue all the Deferred Shares representing such fractions to a nominee, identified by the Directors, who shall hold such Deferred Shares on behalf of the members of the Company entitled to such fractions of a Deferred Share; and
• (D) the Directors be and are hereby authorised to do all such things as they consider necessary or expedient to transfer the Deferred Shares arising as a result of the subdivision and redesignation provided for in subparagraph (C) above in accordance with the articles of association of the Company as amended by this Resolution.
• 1. THAT, conditional upon Admission, pursuant to section 21(1) of the Act, the articles of association of the Company be altered by:
• (i) deleting the current articles 128.3 and 131 and substituting therefor new articles 128.3 and 131 as set out in full in Part X (Additional Amendments to the Articles of Association) of the Circular; and
• (ii) incorporating new articles 58.7, 58.8, 115.4, 123.12, 128.8, 131, 141, 142, 143, 144, 145 and 146, with the existing articles 58.7 and 58.8 moving to articles 58.9 and 58.10, respectively, as set out in

full in Part X (Additional Amendments to the Articles of Association) of the Circular.