MS INTERNATIONAL PLC — AGM Information 2017

Sep 4, 2017

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

of

MICRO FOCUS INTERNATIONAL PLC

(Passed 04 September 2017)

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 04 September 2017 at 9 a.m. the following resolutions were passed as ordinary and special resolutions.

ORDINARY RESOLUTION

• 1. In addition and without prejudice to all existing authorities for the purposes of 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 £7,658,063, or if completion of the Merger occurs, up to an aggregate nominal amount of £15,632,421; and
• $(b)$ up to a further aggregate nominal amount of £7,658,063, or if completion of the Merger occurs, up to an aggregate nominal amount of £15,632,421 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 next annual general meeting of the Company or, if earlier, 30 April 2019, 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.

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SPECIAL RESOLUTIONS

• 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 subsections $(1) - (6)$ 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 £1,148,709, or if completion of the Merger occurs, up to a nominal amount of £2,344,863;

and such power shall expire on the date of the next annual general meeting of the Company or, if earlier, 30 April 2019, 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.

• 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 £1,148,709, or if completion of the Merger occurs, up to a nominal amount of £2,344,863; and

18.

$(b)$ 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 next annual general meeting of the Company or, if earlier, 30 April 2019 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 34,438,308 ordinary shares, or if completion of the Merger occurs, 70,298,999 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 is an amount equal to the higher of (i) 105% of the average of the middle market quotations for an 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 ordinary share and the highest current bid for an ordinary share as stipulated by Article 5(6) pf Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse;
• $(d)$ unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or 30 April 2019 (whichever is the earlier); and
• the Company may, before such expiry, make a contract to purchase $(e)$ 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