MS INTERNATIONAL PLC — AGM Information 2018

Jul 31, 2018

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. When considering what action to take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser.

If you sell or have sold or otherwise transferred all of your Ordinary Shares please send this document (but not the accompanying personalised Form of Proxy) immediately to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, the distribution of this document into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents.

This document is not a prospectus and it does not constitute or form any part of an offer or invitation to purchase or subscribe for, sell, dispose of or issue any securities or a solicitation of an offer or invitation to purchase or subscribe for, sell, dispose of or issue any securities pursuant to this document. This document is being sent to Shareholders solely in connection with the General Meeting.

MICRO FOCUS INTERNATIONAL PLC

(incorporated in England and Wales under the Companies Act 1985 with registered number 05134647)

Proposed Disposal of the SUSE Business

and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of Micro Focus which is set out in Part I (Letter from the Chairman of Micro Focus) of this document in which the Board recommends that you vote in favour of the Resolution. This document is being made available to all Shareholders, including any Shareholders not resident in the United Kingdom. You should read the whole of this document and, in particular, the risk factors in Part II (Risk Factors) of this document.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole sponsor, corporate broker and financial adviser to Micro Focus in connection with the Transaction. Numis is acting exclusively for Micro Focus in connection with the Transaction and for no-one else and will not be responsible to anyone other than Micro Focus for providing the protections afforded to the clients of Numis nor for providing any advice in relation to the Transaction or the contents of this document or any transaction, arrangement or matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Numis and any person affiliated with it assumes no responsibility whatsoever and makes no representation or warranty, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or any other statement made or purported to be made in connection with Micro Focus or the Transaction and nothing contained in this document is, or shall be, relied upon as a promise or representation in this respect whether as to the past, present or future, in connection with Micro Focus, the Transaction or the contents of this document or any transaction, arrangement or matter referred to herein. Numis and any person affiliated with it accordingly disclaimsto the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this document or any such statement.

Notice to Shareholders

Notice of the General Meeting, to be held at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT on 21 August 2018 at 11 a.m., is set out at the end of this document. Whether or not you intend to be present at the General Meeting, please complete the Form of Proxy accompanying this document in accordance with the instructions printed on it and return it to Micro Focus' Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so that it is received by no later than 11 a.m. on 17 August 2018 (or, in the event of an adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). As an alternative to completing and returning the accompanying Form of Proxy, you may register the appointment of a proxy electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number on the Form of Proxy. To be valid, the electronic submission must be received by not later than 11 a.m. on 17 August 2018 (or, in the event of an adjournment of the General Meeting, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). If you hold your Ordinary Sharesin uncertificated form (i.e. in CREST), you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Micro Focus' Registrars (under CREST participant RA19) by no later than 11 a.m. on 17 August 2018 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Completion and return of a Form of Proxy, or the electronic appointment of a proxy or CREST Proxy Instruction, will not preclude you from attending, speaking or voting at the General Meeting or any adjournment thereof, if you are entitled and wish to do so.

Notice to holders of ADRs

Holders of ADRs should refer to paragraph 9 of Part I (Letter from the Chairman of Micro Focus) of this document for further information on how to vote in respect of the General Meeting.

Capitalised terms, other than those used in Part III (Financial Information relating to the SUSE Business) and Section A of Part IV (Pro Forma Financial Information) of this document, have the meaning ascribed to them in Part VII (Definitions).

This document is dated 31 July 2018.

NOTICE TO ALL INVESTORS

No person has been authorised to give any information or make any representations to Shareholders with respect to the Transaction other than the information contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of Micro Focus or the Directors or by Numis or any other person involved in the Transaction. None of the above take any responsibility or liability for, and can provide no assurance as to the reliability of, other information that you may be given. Subject to the Listing Rules, the Prospectus Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, neither the delivery of this document nor holding the General Meeting shall, under any circumstances, create any implication that there has been no change in the affairs of Micro Focus or the SUSE Business since the date of this document or that the information in this document is correct as at any time subsequent to its date.

The contents of this document are not to be construed as legal, business or tax advice. Each Shareholder should consult its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice respectively.

ROUNDINGS

Certain data in this document, including financial, statistical and operating information, have been rounded. As a result of rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. Percentages have also been rounded and accordingly may not add up to 100 per cent.

CURRENCY AND EXCHANGE RATE

In this document, references to £ and pence are to the currency of the United Kingdom; references to US\$ and cents are to the currency of the US.

NON-IFRS MEASURES

The Board believes that the non-IFRS measures used in this document provide investors with a means of evaluating, and an understanding of how Micro Focus evaluates, Micro Focus' and the SUSE Business' performance and results on a comparable basis that is not otherwise apparent on an IFRS basis. This is because non-recurring, infrequent or non-cash items that the Board believes not to be indicative of the core performance of the business may not be excluded when preparing financial measures under IFRS.

The non-IFRS measures used in this document should not be considered superior to, nor a substitute for, measures calculated in accordance with IFRS. In addition, these non-IFRS measures should not be considered in isolation, but in conjunction with measures calculated in accordance with IFRS. These non-IFRS measures are not uniformly defined by all companies, and therefore comparability may be limited.

Micro Focus evaluates its results of operations on both an as reported and a constant currency basis. The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. The Directors believe that providing constant currency information provides valuable supplemental information regarding the results of operations of Micro Focus, consistent with how the Directors evaluate the performance of Micro Focus. Constant currency percentages are calculated by converting prior local currency financial results using the current period exchange rates and comparing these adjusted amounts to the current period reported results.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this document (including information incorporated by reference in this document), oral statements made regarding the Transaction, and other information published by Micro Focus or the SUSE Business may contain certain statements about Micro Focus and the SUSE Business that constitute or are deemed to constitute "forward-looking statements" (including within the meaning of the US Private Securities Litigation Reform Act of 1995). The forward-looking statements contained in this document may include, but are not limited to, statements about the expected effects on Micro Focus and the SUSE Business of the Transaction, the anticipated timing and benefits of the Transaction, Micro Focus' and the SUSE Business' anticipated standalone or combined financial results and outlooks and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "intends", "will", "likely", "may", "anticipates", "estimates", "projects", "should", "would", "expect", "positioned", "strategy", "future" or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of Micro Focus or the SUSE Business (as the case may be) and are subject to uncertainty and changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. As such, forward-looking statements should be construed in light of such factors. Neither Micro Focus nor the SUSE Business, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur or that if any of the events occur, that the effect on the operations or financial condition of Micro Focus or the SUSE Business will be as expressed or implied in such forward-looking statements. Forward-looking statements contained in this document based on past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. In addition, these statements are based on a number of assumptions that are subject to change.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Risks, uncertainties and assumptions include, but are not limited to: the satisfaction of the conditions to the Transaction and other risks related to Completion and actions related thereto; Micro Focus' and the Purchaser's ability to complete the Transaction on the anticipated terms and schedule, including the ability to obtain Shareholder or regulatory approvals; general business and economic conditions globally, industry trends, competition, changes in government and changes in regulation and policy; changes in Micro Focus' business strategy; political and economic uncertainty; future capital expenditures, expenses, revenues, earnings, operational efficiencies, economic performance, indebtedness, financial condition, losses and future prospects of Micro Focus; business and management strategies and the expansion and growth of the operations of Micro Focus; the risk that disruptions from the Transaction will impact Micro Focus' business, as well as other factors described in Part II (Risk Factors) of this document. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Forward-looking statements included herein are made as of the date hereof. Subject to any requirement under applicable law (including as may be required by the Market Abuse Regulation, the Prospectus Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules, as applicable), Micro Focus is not under any obligation to update or revise any forward-looking statements, whether as a result of new information, future/subsequent events or otherwise. Investors should not place undue reliance on forwardlooking statements, which speak only as of the date of this document.

Neither the content of the Micro Focus website nor any other website accessible via hyperlinks on such website, is incorporated into, or forms part of, this document.

PROFIT FORECAST

Other than as expressly stated, no statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per Ordinary Share for the current or future financial years will necessarily match or exceed the historical published earnings per Ordinary Share.

CONTENTS

		Page
	Expected Timetable of Principal Events	6
PART I	Letter from the Chairman of Micro Focus	7
PART II	Risk Factors	14
PART III	Financial Information relating to the SUSE Business	19
PART IV	Pro Forma Financial Information Section A: Accountant's Report on the Pro Forma Financial Information Section B: The Unaudited Pro Forma Financial Information	22 22 24
PART V	Principal Terms of the Transaction	27
PART VI	Additional Information	32
PART VII	Definitions	43
	Notice of General Meeting	49

EXPECTED TIMETABLE OF PRINCIPAL EVENTS(1)

Announcement of the Transaction	2 July 2018
Posting and publication of this Circular and Notice of General Meeting	31 July 2018
Latest time and date for receipt of Forms of Proxy, electronic proxy voting and CREST Proxy Instructions for the General Meeting	11 a.m. on 17 August 2018
General Meeting11 a.m. on 21 August 2018
Completion of the Transaction(2)	Q1 2019
Long Stop Date1 July 2019
(1) References to time in this document are to London time, unless otherwise stated.

(2) Assumes the satisfaction of the conditions to Completion set forth in the Transaction Agreement by Q1 2019.

PART I

LETTER FROM THE CHAIRMAN OF MICRO FOCUS

(incorporated and registered in England and Wales with registered number 05134647)

Directors and officers: Registered Office:

Kevin Loosemore (Executive Chairman) The Lawn Stephen Murdoch (Chief Executive Officer) 22-30 Old Bath Road Chris Kennedy (Chief Financial Officer) Newbury Karen Slatford (Senior Independent Non-executive Director) Berkshire, RG14 1QN Richard Atkins (Independent Non-executive Director) Amanda Brown (Independent Non-executive Director) Lawton Fitt (Independent Non-executive Director) Darren Roos (Independent Non-executive Director) Silke Scheiber (Independent Non-executive Director)

31 July 2018

Dear Shareholder,

Proposed Disposal of the SUSE Business and Notice of General Meeting

1. INTRODUCTION

On 2 July 2018, Micro Focus announced that it had reached a definitive agreement for the sale of the SUSE Business to Marcel BidCo GmbH (the "Purchaser"), a newly incorporated, wholly-owned subsidiary, of EQT VIII, for a total cash consideration of US\$2.535 billion, on a cash and debt free basis and subject to normalisation of working capital (the "Consideration"). EQT VIII is a private equity fund managed and operated by EQT Fund Management S.à r.l., a member of the EQT AB Group. EQT is a leading private equity group.

The Consideration is payable in full and in cash on the Completion Date. The Transaction will be effected through the sale of the Transferring Companies to the Purchaser.

Prior to Completion, the SUSE Business will be separated from the Continuing Group pursuant to the terms of the Transaction Agreement and an agreed separation plan which is expected to take approximately six to nine months from signing of the Transaction to implement.

The principal terms of the Transaction are described in more detail in Part V (Principal Terms of the Transaction) of this document.

Due to the value of the Transaction relative to the market capitalisation of Micro Focus, the Transaction is classified as a Class 1 transaction pursuant to the Listing Rules. As a result, Shareholder approval is required.

Accordingly, a General Meeting is convened for 11 a.m. on 21 August 2018 at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT. At the General Meeting, the Resolution will be proposed to approve the Transaction. The Notice convening the General Meeting can be found at the end of this document.

I am writing to give you further details of the Transaction, including the background and rationale, to explain why your Board considers the Transaction to be in the best interests of Micro Focus and the Shareholders taken as a whole and to recommend that you vote in favour of the Resolution.

2. BACKGROUND TO AND REASONS FOR THE TRANSACTION

The SUSE Business was acquired by Micro Focus in November 2014 as part of the Attachmate acquisition which was announced in September 2014 at an enterprise value of US\$2.35 billion. The SUSE Business generated approximately 21 per cent. of Attachmate's revenues in the 12 months ended 30 April 2014.

By applying Micro Focus strategy, management recognised that the SUSE Business, together with the Linux market and Open Source community, had distinct and attractive characteristics which merited the business being managed separately and differently from the remainder of the Micro Focus Group. Micro Focus announced in April 2015 that with effect from 1 May 2015 there was to be a dedicated focus on the SUSE product portfolio, including increased investment in headcount dedicated to development, customer care and sales and marketing, in order for Micro Focus to capitalise on the growth potential of these products and be responsive to the Open Source community and heritage of the SUSE Business. The SUSE Business has been a distinct reporting segment of Micro Focus since 1 May 2015, and this has remained the case following completion of the HPE Merger in September 2017.

The Board has kept itsstrategic optionsfor the SUSE Business under periodic review. In framing such review, the Board has consistently considered whether Micro Focus' ownership constrains or is likely to constrain the SUSE Business' growth and development, both organic and inorganic and whether the Micro Focus share price fails to reflect adequately the likely standalone value of the SUSE Business. The Board has not been of the view that either of these limitations has generally applied. The Board has also been cognisant of the fact that the separate and distinct positioning of the SUSE Business within the Micro Focus Group would likely indicate to potential strategic acquirers of the SUSE Business that Micro Focus would consider a divestment of the SUSE Business on appropriate terms.

Most recently, following completion of the HPE Merger, a review was undertaken by Micro Focus management of the practicality of separating the SUSE Business and achieving a separate listing of the SUSE Business by way of demerger. The result of this assessment was that the potential of the SUSE Business would start to be constrained due to the likelihood that strategic acquisitions would need to be made in respect of the SUSE Business that did not sit comfortably with the Micro Focus capital structure. The analysis also envisaged a process that would result in a demerger during 2019 at the earliest. The Board decided in early 2018 that whilst the demerger route held certain attractions for the SUSE Business, due to other management priorities in the Micro Focus Group, it was not the time to initiate such a process.

On 19 March 2018, Micro Focus announced a trading update, together with management changes. The trading update included revised constant currency revenue guidance for the 12 months ending 31 October 2018, compared to the pro-forma 12 months ended 31 October 2017, of minus six per cent. to minus nine per cent. Previous guidance was minus two per cent. to minus four per cent. As a result of this revised guidance there was a fall in the value of the Micro Focus share price. Following this announcement, a number of financial sponsors contacted Micro Focus enquiring about a potential sale of the SUSE Business. Thereafter, three of the sponsors submitted unsolicited proposals for the acquisition of the business based upon publicly available information with an enterprise value ranging up to US\$2.5 billion. These proposals were assessed and considered by the Board and its advisors and it was concluded that at the upper end they exceeded the value of the business that had been discussed during the strategic review earlier in the year. At the beginning of May 2018, Micro Focus management met with members of the EQT Equity Advisory Team, who as advisors to EQT VIII had provided the most attractive proposal together with a strategy for the business which aligned very closely with Micro Focus' assessment of the SUSE Business' strategic imperatives, including the need for significant further investment in product development and goto-market strategy. In the meeting further details were provided and the EQT Equity Advisory Team was informed that if EQT VIII were in a position to sign a definitive agreement for the Separation and sale of the SUSE Business by the end of June 2018, then Micro Focus would transact with them without running a wider sale process.

The Board believes that the Transaction provides certainty over the crystallisation of the value of the SUSE Business without the longer timeframe, management distraction and risk associated with an IPO/demerger process. The Directors believe that EQT VIII provides a strong long term investor for the business and allows Micro Focus to continue to focus upon its longstanding and consistent strategy, first set out in 2011, of managing, optimising and consolidating mature infrastructure software businesses.

The intended use of the proceeds of the Transaction is described in paragraph 6 of this Part I (Letter from the Chairman of Micro Focus) below.

3. INFORMATION ON THE SUSE BUSINESS

The SUSE Business, a pioneer in Open Source software, develops, markets and supports an enterprise grade Linux operating system, Open Source software-defined infrastructure and application delivery solutions that give enterprises greater control and flexibility over their IT systems. These solutions (and associated support services) are the result of the SUSE Business' investment over more than 25 years in building a culture of engineering excellence, exceptional service and the creation of an ecosystem of world class partners. The SUSE Business collaborates with these partners and Open Source communities across the industry and around the world to innovate, adapt and secure Open Source technologies and create robust solutions for the world's most compute-intensive and data intensive IT environments across physical, virtual, containerised and Cloud platforms.

Today, thousands of customers around the world rely on these Open Source solutions from the SUSE Business. These solutions range from enterprise Linux to OpenStack private Cloud, software defined distributed storage, Kubernetes container management and Cloud Foundry Platform as a Service – all combined with comprehensive management capabilities.

The Directors believe that a key driver of customer adoption of these solutions is the increasing pressure that organisations face to become more agile and economically efficient in order to achieve competitive advantage and growth. New technology adoption plays an increasingly key role in many industries in enabling enterprise businesses to achieve their growth objectives. The SUSE Business' solutions and services support this process by enabling customers to effectively utilise new Open Source infrastructure software technologies and innovations to fuel their digital transformation.

The Directors believe that the SUSE Business' truly open, Open Source solutions, flexible business practices, lack of enforced vendor lock-in and exceptional service are more critical to customer organisations than ever before. By meeting these market demands, the SUSE Business has created a cycle of success, momentum and continued profitable growth.

The SUSE Business operates in over 40 countries worldwide, including in the US, Germany and China. As at 30 April 2018 the headcount dedicated to the SUSE Business was 1,325. Nils Brauckmann, the Chief Executive Officer of the SUSE Business, together with the key SUSE Business management team, will transfer with the business on Completion. Nils Brauckmann stepped down from the Board of Micro Focus on 11 July 2018 so that he can focus fully on the SUSE Business.

For the 12 month period ended 30 April 2018, the SUSE Business reported revenues of US\$347.3 million, Adjusted Operating Profit of US\$101.0 million and Adjusted EBITDA of \$110.5 million. It had gross assets of US\$803.0 million as at 30 April 2018.

Unaudited financial information on the SUSE Business for the 12 month periods ended 30 April 2015, 30 April 2016, 30 April 2017 and 30 April 2018, prepared in accordance with IFRS and using the accounting policies adopted by Micro Focus, is set out in Part III (Financial Information relating to the SUSE Business) of this document.

4. INFORMATION ON THE PURCHASER AND EQT

The Purchaser is a newly incorporated indirectly wholly-owned subsidiary of EQT VIII which is a private equity fund managed by EQT Fund Management S.à r.l., which is part of a leading private equity group founded in 1994 in Sweden, with offices in 14 countries across Europe, Asia and North America.

EQT Funds invest in companies, sectors and regions where EQT has the specialist expertise to enable a genuine difference to be made through the consistent application of its industrial approach and growth strategy. EQT has approximately 540 employees, of whom 330 are within the investment advisory teams. As at 30 July 2018 (being the latest practicable date prior to the publication of this document), approximately €50 billion has been raised as capital across 27 different EQT Funds.

5. PRINCIPAL TERMS OF THE TRANSACTION

Under the terms of the Transaction Agreement between Micro Focus, the Sellers, the Purchaser and Lux Holdco, the Purchaser will acquire the Transferring Companies for a total cash consideration of US\$2.535 billion payable in cash on Completion, subject to customary completion accounts adjustments based on the amount of debt, cash and working capital in the SUSE Group, in each case as at Completion.

The Transaction Agreement contains certain warranties and indemnities given by the Sellers which are customary for a transaction of this nature.

The Transaction is subject to the satisfaction of a number of conditions: the implementation of the Separation pursuant to an agreed separation plan, Shareholder approval and applicable antitrust, competition, merger control and governmental clearances having been obtained.

A break fee of €5 million is payable by Micro Focus to the Purchaser if the Transaction Agreement is terminated by the Purchaser as a result of Micro Focus requesting additional information from (other than to clarify the terms of the proposal), or entering into discussions with, a competing purchaser. In addition, in the event that following termination of the Transaction Agreement Micro Focus or any member of the Micro Focus Group subsequently enters into an agreement which constitutes the sale of all or substantially all of, or a majority stake in, the SUSE Business with another party on or before 31 December 2018, then the break fee payable to the Purchaser increases to US\$50 million in total.

If the Resolution is approved at the General Meeting, subject to the remaining conditions in the Transaction Agreement being satisfied, Micro Focus and the Sellers will be contractually bound to complete the Transaction even if Micro Focus is approached by a third party following the approval of the Resolution seeking to make a more favourable offer than that of the Purchaser for the SUSE Business or if there is a public takeover of Micro Focus.

Micro Focus and the Purchaser will enter into the Transitional Services Agreement at Completion which will set out the terms and conditions under which Micro Focus will provide various services (such as IT services) to the Purchaser after Completion on a transitional basis. Further details of the Transitional Services Agreement are set out in Section B of Part V (Principal Terms of the Transaction) of this document.

The enterprise value for the SUSE Business of US\$2.535 billion represents an effective multiple of 7.3x revenue and 22.9x Adjusted EBITDA of the SUSE Business for the 12 months ended 30 April 2018.

Further details of the terms and conditions of the Transaction are set out in Part V (Principal Terms of the Transaction) of this document.

6. USE OF PROCEEDS AND FINANCIAL EFFECTS OF THE TRANSACTION

The net cash proceeds arising from the Transaction are expected to be approximately US\$2.1 billion, after estimated Transaction costs (including in relation to the Separation), expenses and tax, and will be payable on Completion which is currently expected to be in the first quarter of calendar year 2019.

Under the terms of the Facility Agreements Micro Focus may be required to use a proportion of the net cash proceeds to repay a proportion of the existing Micro Focus Group debt. The amount of such repayment will depend on a number of factors at Completion, in particular the level of indebtedness and the trailing 12 month Consolidated EBITDA (as defined in the Facility Agreements) of the Continuing Group at the time. The Board does not currently expect any such repayment to represent more than a relatively small proportion of the net cash proceeds.

The Board has a stated net leverage target of 2.7x Adjusted EBITDA and below this level has (subject to compliance with the Facility Agreements) a base case position of returning cash to Shareholders in an efficient manner whether through share buy-backs, special dividends or other forms of return of value. The Board may also assess whether there is a better alternative application of the available funds below this net leverage target that it considers will provide better returns to Shareholders on a risk adjusted basis, such as investment within existing operations and making acquisitions that fit with the Continuing Group's strategy. The net cash proceeds are expected to take Micro Focus below its stated net leverage target and so the Board (subject to compliance with the Facility Agreements) intends to apply the available funds below 2.7x net leverage in these ways.

Pending any such use of the net cash proceeds, they will be placed on deposit or invested in highly liquid money market securities.

The Continuing Group's earnings will be reduced from the date of Completion as a result of the Transaction. On a pro-forma basis, reflecting the HPE Merger, for the 12 months ended 30 April 2018, the SUSE Business generated 8.5 per cent. and 7.7 per cent. of the Micro Focus Group's revenue and Adjusted EBITDA, respectively.

7. INTERIM RESULTS, CURRENT TRADING AND OUTLOOK

As set out in the interim results published by the Micro Focus Group on 11 July 2018, on a pro-forma constant currency basis, Micro Focus' revenues decreased 8.0 per cent. from US\$2,146.0 million for the six months ended 30 April 2017 to US\$1,974.2 million for the six months ended 30 April 2018. On a statutory basis, this represented an increase of 183.6 per cent. from US\$696.0 million for the six months ended 30 April 2017.

On a pro-forma constant currency basis, the Micro Focus Group delivered a 6.4 per cent. growth in Adjusted EBITDA to US\$710.5 million for the six months ended 30 April 2018 from US\$667.8 million for the six months ended 30 April 2017, reflecting progress in the cost management actions related to the HPE Merger integration program. This performance translates to a 36.0 per cent. Adjusted EBITDA margin.

In the interim results announcement, Micro Focus reiterated its constant currency revenue guidance for the 12 months to 31 October 2018 of minus 6 per cent. to minus 9 per cent. compared to the pro-forma 12 months ended 31 October 2017 and an Adjusted EBITDA margin of approximately 37 per cent. at the midpoint of that revenue range. The Micro Focus Group's net debt position as at 30 April 2018 was US\$4,337.4 million, as compared to US\$1,410.6 million at 30 April 2017, representing a net debt to proforma Adjusted EBITDA (US\$1,443.8 million for the 12 months ended 30 April 2018) of 3.0 times. As previously announced by Micro Focus on 16 May 2018, Micro Focus' net debt is expected to reduce to approximately US\$4.2 billion by 31 October 2018, in line with market consensus. Paragraph 11 of Part VI (Additional Information) of this document includes further information on this revenue guidance for the 12 month period to 31 October 2018.

Micro Focus continues to target returns to Shareholders in the range of 15 per cent. to 20 per cent. per annum. Micro Focus believes that it has a strong operational and financial model that can continue to scale and provide excellent returns to Shareholders.

8. DIVIDEND POLICY

The Board intends to continue its dividend policy of paying an annual dividend that is approximately twice covered by the adjusted earnings of the Micro Focus Group.

As a result of Micro Focus extending its current accounting period to the 18 months ending 31 October 2018, Micro Focus is paying two interim dividends and a final dividend for the 18 months ending 31 October 2018. Micro Focus paid the first interim dividend of 34.60 cents on 9 February 2018 and, on 11 July 2018, announced that the second interim dividend will be 58.33 cents per share which will be paid on 24 August 2018.

9. GENERAL MEETING

In view of the value of the Transaction relative to the market capitalisation of Micro Focus, the Transaction is classified as a Class 1 transaction pursuant to the Listing Rules and requires the prior approval of Shareholders.

A General Meeting of Micro Focus is convened for 11 a.m. on 21 August 2018 at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT, at which Shareholders will be asked to approve, on a poll, in accordance with the Articles, an ordinary resolution approving the Transaction substantially on the terms and subject to the conditions summarised in Part V (Principal Terms and Conditions of the Transaction) of this document and authorising the Directors to give effect to the Transaction.

The full text of the Resolution is set out in the Notice convening the General Meeting at the end of this document.

The results of the votes cast at the General Meeting will be announced as soon as possible once known through an RIS and on Micro Focus' website (www.microfocus.com) and in the United States by filing a Form 6-K with the Securities and Exchange Commission. It is expected that this announcement will be made on the same day as the General Meeting.

10. FURTHER INFORMATION

Your attention is drawn to the further information set out in Part II (Risk Factors) to Part VI (Additional Information) of this document and in particular the risk factors set out in Part II (Risk Factors) of this document. You should read all of the information contained in this document and not rely solely on information summarised in this letter, including the summarised financial information.

11. ACTION TO BE TAKEN

Shareholders

A Form of Proxy for use in relation to the General Meeting which covers the Resolution accompanies this document. As an alternative to completing and returning the accompanying Form of Proxy, you may register the appointment of a proxy for the General Meeting by accessing the website at www.sharevote.co.uk. If you hold Ordinary Shares in CREST, you may instead appoint a proxy by completing and transmitting a CREST Proxy Instruction to Micro Focus' registrars, Equiniti (RA19). Guidance notes to assist you to complete the Form of Proxy or to register the appointment of a proxy electronically or to complete and transmit a CREST Proxy Instruction are set out in the notice convening the General Meeting at the end of this document and on the accompanying Form of Proxy.

Whether or not you intend to be present at the General Meeting, you are requested to complete and return the accompanying Form of Proxy in accordance with the instructions printed thereon or to register the appointment of a proxy electronically or, if you hold Ordinary Shares in CREST, to complete and transmit a CREST Proxy Instruction. Completed Forms of Proxy should be returned to Micro Focus' registrars, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA as soon as possible and, in any event, so as to be received not later than 11 a.m. on 17 August 2018. The completion and return of a Form of Proxy or the transmittal of an electronic proxy registration or CREST Proxy Instruction will not prevent you from attending the General Meeting and voting in person if you so wish and are so entitled.

If you have any questions relating to this document and/or the completion and return of the Form of Proxy, an electronic appointment of a proxy or a CREST Proxy Instruction, please contact Equiniti on 0333 207 6534 (or +44 121 415 0855 if calling from overseas). The helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) and will remain open until 21 August 2018 (or such later date as the Directors determine). Calls to +44 121 415 0855 from outside the UK are chargeable at the applicable international rates. Please note that calls to these numbers may be monitored or recorded and no advice on the merits of the Transaction or any financial, legal or tax advice can or will be given.

Micro Focus, pursuant to the Uncertificated Securities Regulations 2001 (as amended) and section 360B(2) of the Companies Act, specifies that only those Shareholders on the register of members as at 6.30 p.m. (UK time) on 17 August 2018 shall be entitled to attend or vote at the General Meeting in respect of the number of Ordinary Shares registered in their names at that time (or, in the event of any adjournment, at 6.30 p.m. (UK time) on the day which is two Business Days before the day of the adjourned meeting).

ADR holders

Deutsche Bank Trust Company Americas (the "Depositary") is the depositary bank for Micro Focus' ADR program. If you are an ADR holder and require further information, please contact Deutsche Bank's transfer agent, American Stock Transfer, by telephone on +1 201 806 4195 (or 1-800-622-1573 if calling from within the United States), by email to db@astfinancial.com or by post to Deutsche Bank ADR Holder Services, AST, Operations Centre, 6201 15th Avenue, Brooklyn, NY 11219, United States.

In terms of the Deposit Agreement, holders of ADRs are not required to be treated as holders of Ordinary Shares and do not have the same rights as holders of Ordinary Shares. Instead, if you are a holder of ADRs, your rights regarding the General Meeting are governed by the terms of the Deposit Agreement.

Consistent with the requirements under the Deposit Agreement, Micro Focus has informed the Depositary of the General Meeting and the record date for the General Meeting and Micro Focus has requested the Depositary, which holds the Ordinary Shares underlying the ADRs, to seek the ADR holders' instructions for the General Meeting. As a result, ADR holders may instruct the Depositary how to vote the Ordinary Shares underlying their own ADRs. The Depositary establishes the ADR voting record date, being the date by which you must hold ADRs in order to be eligible to instruct the Depositary on how to vote. The Depositary has set the ADR voting record date for the General Meeting as 20 July 2018.

Because Micro Focus has asked the Depositary to seek ADR holders' voting instructions, the Depositary will notify ADR holders of the upcoming vote and arrange to deliver Micro Focus' voting materials and form of notice to them. The Depositary then will attempt, as far as practicable, subject to English law and the terms of the Deposit Agreement, to vote the relevant Ordinary Shares as the ADR holders instruct. If an ADR holder instructs the Depositary that it wishes to attend and vote the Ordinary Shares underlying its ADRs at the General Meeting by 10 a.m. (EST) on 13 August 2018 (or 11:59 p.m. (EST) on 12 August 2018 if providing instructions electronically), the Depositary will give a proxy to such ADR holder to vote its deposited Ordinary Shares at the General Meeting. Furthermore, ADR holders can exercise their right to vote the Ordinary Shares underlying their ADRs by surrendering their ADRs to the Depositary and withdrawing the relevant Ordinary Shares. Any holders of ADRs who wish to participate in the General Meeting in such circumstances will need to surrender their ADRs to the Depositary, withdraw the underlying Ordinary Shares from the custodian bank and be registered in Micro Focus' register of members prior to 6.30 p.m. (UK time) on 17 August 2018. ADR holders should note that the Depositary may charge a fee for the surrender of your ADRs and the delivery of the underlying Ordinary Shares. The amount of any such charge should be confirmed directly with the Depositary.

Other than as is set out in this paragraph 11 in respect of the General Meeting, no further action is required from Shareholders and ADR holders in relation to the Transaction.

12. RECOMMENDATION

The Board considers the terms of the Transaction and the Resolution to be in the best interests of Shareholders as a whole. The Board has received financial advice from Numis in relation to the Transaction. In providing its financial advice to the Board, Numis has relied upon the Board's commercial assessment of the Transaction. The Transaction has been unanimously approved by the Board (other than Darren Roos who recused himself from voting as a result of his position as CEO of a portfolio company of an EQT Fund, IFS). Accordingly, the Board (other than Darren Roos) unanimously recommends that you vote in favour of the Resolution to be proposed at the General Meeting as they intend to do with respect to their own directly held shareholdings.

Yours sincerely

Kevin Loosemore Executive Chairman

PART II

RISK FACTORS

You should carefully consider the risks and uncertainties described below, in addition to and together with all the other information in this document, before deciding what voting action to take in relation to your Ordinary Shares. If any of the risks and uncertainties described below actually materialise, the business, financial condition, results of operation and prospects of the Micro Focus Group could be materially and adversely affected by any of these risks. In such case the price of the Ordinary Shares could decline and Shareholders may lose all or part of their investment.

The following risks are risks which the Directors are presently aware of and which the Directors consider to be material in relation to the Transaction, the new material risk factors to the Continuing Group as a result of the Transaction, and the existing material risk factors which may be impacted by the Transaction, as well as the material risk factors to the Micro Focus Group if the Transaction were not to proceed. However, these risks and uncertainties are not the only ones which the Micro Focus Group will face. Additional risks and uncertainties that do not currently exist or that are not currently known to the Directors, or that the Directors currently consider not to be material, or which the Directors consider to be material but which are not related to or will not be impacted by the Transaction, could also have a material adverse effect on the Micro Focus Group's business, results of operation, financial condition or prospects. The risk factors set out below should not be construed as a qualification of the opinion of Micro Focus as to working capital set out in paragraph 8 of Part VI (Additional Information).

The order in which the following risk factors are presented does not necessarily reflect the likelihood of their occurrence or the relative magnitude of their potential material adverse effect on the business, financial condition, results of operation or prospects of the Micro Focus Group or the market price of the Ordinary Shares.

The information given is as of the date of this document, and any forward-looking statements are made subject to the reservations specified under "Caution Concerning Forward-Looking Statements" in the preamble to this document.

PART A – RISKS RELATING TO THE TRANSACTION

The following risks and uncertainties relate to the Transaction:

Completion is subject to a number of conditions which may not be satisfied

Completion is subject to the satisfaction of a number of conditions (the implementation of the Separation pursuant to an agreed separation plan, Shareholder approval and applicable antitrust, competition, merger control and governmental clearances having been obtained), some of which are outside of the parties' control. There is no guarantee that these conditions will be satisfied in a timely manner or at all, in which case Completion may be delayed or may not occur. If the Transaction does not complete, any of the risks and uncertainties set out in section 2 of this Part II (Risk Factors) may adversely affect the Micro Focus Group's business and results of operations.

Purchaser's termination rights in the Transaction Agreement

The Purchaser could become entitled to terminate the Transaction Agreement and withdraw from the Transaction if (i) any of the conditions to the Transaction Agreement become incapable of satisfaction on or before 1 July 2019; (ii) Micro Focus requests certain additional information from (other than to clarify the terms of the proposal), or enters into discussions with, a competing purchaser prior to the passing of the Resolution; or (iii) prior to passing of the Resolution, the Board withdraws its unanimous and unqualified recommendation in this document to vote in favour of the Resolution. A break fee of €5 million is payable by Micro Focus to the Purchaser if the Transaction Agreement is terminated by the Purchaser in the circumstances set out in (ii) above. In addition, in the event that the Transaction Agreement is terminated in any of the circumstances set out in (ii) or (iii) above and following such termination Micro Focus or any member of the Micro Focus Group subsequently enters into an agreement for the sale of all or substantially all of, or a majority stake in, the SUSE Business with another party on or before 31 December 2018, then a break fee of US\$50 million in total is payable by Micro Focus to the Purchaser. If the Transaction does not complete, any of the risks and uncertainties set out in Part B of this Part II (Risk Factors) may adversely affect the Micro Focus Group's business and results of operations.

Warranties and tax covenant in the Transaction Agreement

The Transaction Agreement contains customary warranties and a tax covenant given by the Sellers in favour of the Purchaser which includes an indemnity for any taxation of the SUSE Group arising from the Separation. The Sellers have undertaken disclosure against the warranties to minimise the risk of liability under these warranties. However, any liability to make a payment arising from a successful claim by the Purchaser under the warranties or the tax covenant could have a material adverse effect on the Continuing Group's financial condition.

Delay between signing and Completion

During the extended period to Completion, events or developments may occur, including changes in trading, operations or outlook of the Continuing Group or the SUSE Business, or external market factors, which could make the terms of the Transaction Agreement less attractive for Micro Focus. Micro Focus may only terminate the Transaction Agreement if (i) any of the conditions to the Transaction Agreement become incapable of satisfaction on or before 1 July 2019; or (ii) prior to passing of the Resolution, the Board withdraws its unanimous and unqualified recommendation in this document to vote in favour of the Resolution. If the terms of the Transaction Agreement become less attractive for Micro Focus and Micro Focus is not able to terminate the Transaction Agreement, this may have an adverse effect on the business, financial condition or results of operations of the Continuing Group. Any delay in Completion could also result in additional transaction costs.

The Separation of the SUSE Business from the Continuing Group may be more complex than expected and could cause the Continuing Group to incur unexpected costs

The process of separating the SUSE Business from the Continuing Group may be more complex than expected, involving the separation of a number of business systems (including IT) and support services. Micro Focus will enter into the Transitional Services Agreement at Completion pursuant to which the Continuing Group will provide certain services to the SUSE Business for an initial period until the later of 31 October 2020 and 18 months from Completion (or such shorter period as may be agreed in a service schedule), subject to the Purchaser's ability to extend the term of services it is receiving for up to an additional 18 months.

The Continuing Group could incur unexpected additional costs and/or adverse impacts on the functioning of its business as a result of the Separation process and/or fulfilment of its obligations under the Transitional Services Agreement, which could adversely affect its financial condition and results of operations. Micro Focus' management may be required to allocate time and resources to the Separation and to ensuring that the Continuing Group's obligations under the Transitional Services Agreement are fulfilled. This may limit the management and financial resources available to the Continuing Group, potentially to the detriment of the Continuing Group's overall operational and financial performance.

Risk of assets not transferring or the wrong assets transferring

It is possible that not all of the assets and liabilities which are intended to be transferred to the Purchaser at Completion will in fact transfer and, conversely, some assets and liabilities may transfer to the Purchaser at Completion which are not intended to be transferred, which may be disruptive to the operations of the Continuing Group and/or the SUSE Business. This risk applies where there are asset transfers generally and provisions have been included in the Transaction Agreement to try to minimise and address this risk.

The Transaction may have a disruptive effect on the Continuing Group and the SUSE Business

As a result of the announcement of the Transaction or any delay in its consummation, the SUSE Business' management and employees may be affected, and key persons in management may choose to leave the SUSE Business. Customer sentiment and spending behaviour may also be negatively impacted. This may have a negative effect on the performance of the SUSE Business under Micro Focus' ownership which in turn would adversely affect the overall operational and financial performance of the Micro Focus Group. If the Transaction does not proceed, the management of the SUSE Business and the Micro Focus Group may be required to allocate additional time and cost to the ongoing supervision and development of the SUSE Business. This may limit the management and financial resources available to the rest of the Micro Focus Group, and may adversely affect the Micro Focus Group's financial condition and results of operations.

Costs and expenses related to the Transaction could exceed amounts currently estimated

Micro Focus expects to incur a number of costs in relation to the Transaction, including Separation and post- Completion costs, which could exceed the amounts currently estimated. There may also be further additional and unforeseen expenses incurred in connection with the Transaction either due to delays or otherwise. Such costs and expenses may adversely affect the Continuing Group's business and results of operations.

Micro Focus is exposed to potential approaches from third parties seeking to instigate a public takeover of Micro Focus or acquire the SUSE Business which might delay or prevent execution of the Transaction

As a listed company, Micro Focus is exposed to potential approaches from third parties seeking to instigate a public takeover of Micro Focus which might delay or prevent execution of the Transaction. Although the Transaction Agreement is binding on Micro Focus, if Micro Focus were to receive an attractive takeover offer prior to the approval of the Resolution which was predicated on Micro Focus terminating the Transaction Agreement, the Directors would be obliged to consider that offer in accordance with their fiduciary duties and may decide that the Transaction Agreement should be terminated by the Board withdrawing its recommendation to vote in favour of the Resolution. Separately, Micro Focus might also be approached by a third party seeking to make a more favourable offer than that of the Purchaser for the SUSE Business prior to the approval of the Resolution and as a result, the Directors might determine (in accordance with their fiduciary duties) to withdraw their recommendation of the Resolution and to terminate the Transaction Agreement. In each of these circumstances, Micro Focus may be required to pay a break fee of up to US\$50 million to the Purchaser.

PART B – RISKS RELATING TO THE TRANSACTION NOT PROCEEDING

If the Transaction does not proceed, the following risks and uncertainties may affect the Micro Focus Group's business and results:

Loss of sale proceeds

If the Transaction does not complete, the Micro Focus Group will not receive the cash proceeds from the Transaction and consequently the costs incurred by the Micro Focus Group in connection with the Transaction which are not contingent on Completion would not be offset by such cash proceeds. In addition, the market's perception of a failed Transaction could result in a negative impact on the share price of Micro Focus.

Loss of Shareholder value

The Board believes that the Transaction is in the best interests of Shareholders taken as a whole and that the Transaction currently provides the best opportunity to realise an attractive and certain value for the SUSE Business. If the Transaction does not complete, the subsequent value of the SUSE Business to the Micro Focus Group may be lower than can be realised by way of the Transaction. This could result in the financial position of the Micro Focus Group being materially different to the position it would be in if the Transaction completed.

No assurance of a future sale

If the Transaction does not complete, there could also be no assurance that the Micro Focus Group would be able to dispose of the SUSE Business at a later date, in favourable or equivalent market circumstances, or to dispose of the SUSE Business at all. If the Micro Focus Group were unable to identify another suitable purchaser for the SUSE Business this could lead to a loss of confidence amongst employees and customers and a reduced value of the SUSE Business.

There may be an adverse impact on the Micro Focus Group's reputation if the Transaction does not complete

If the Transaction does not complete, there may be an adverse impact on the reputation of the Micro Focus Group due to amplified media scrutiny arising in connection with the attempted Transaction. Any such reputational risk could adversely affect the Micro Focus Group's business, financial condition and operating results.

PART C – RISKS RELATING TO THE CONTINUING GROUP

If the Transaction is completed, the following risks and uncertainties may affect the Continuing Group or result as a consequence:

Inability to realise Shareholder value from the net proceeds of the Transaction

As stated in Part I (Letter from the Chairman of Micro Focus) of this document, the Board may use the proceeds of the Transaction in part to (i) return value to its Shareholders and/or (ii) continue investing in the Continuing Group in order to drive growth. This investment is likely to include both investment within existing operations as well as potentially making acquisitions that fit with the Continuing Group's strategy and meet the Board's financial criteria. Notwithstanding that the Board is rigorous in its approach to investment appraisal and financial discipline, such acquisitions may not arise and, in any event, the success of any such investments will depend on a number of factors, including the ability to successfully integrate any acquired businesses and external market factors affecting the industry as a whole. It is therefore possible that any such investments made by the Continuing Group will not result in the creation of value for Shareholders.

In the event that the value of the SUSE Business increases following Completion, there is no guarantee that any returns of value to Shareholders and/or investments made by the Continuing Group from the net sale proceeds of the Transaction will provide a better return to Shareholders than if the SUSE Business had been retained by the Micro Focus Group.

Contribution of the SUSE Business to the Micro Focus Group's earnings and cashflows

The SUSE Business was a meaningful contributor to the consolidated earnings and cashflows of the Micro Focus Group in the 12 months ended 30 April 2018. Any material reduction in earnings or cashflows, including as a result of the Transaction, could have an adverse effect on the financial condition of the Continuing Group.

Contribution of the SUSE Business to the Micro Focus Group's growth rates in revenues and earnings

The SUSE Business was a meaningful contributor to the growth rates (reducing the overall rate of decline) in the revenues and earnings of the Micro Focus Group in the 12 months ended 30 April 2018. The removal of the growth rates of the SUSE Business from the Micro Focus Group as a result of the Transaction may impact on the valuation and market's perception of the Continuing Group.

Business separation

Certain business systems and functions will need to be separated as part of the Separation of the SUSE Business from the Continuing Group. Micro Focus will enter into the Transitional Services Agreement at Completion with the Purchaser pursuant to which Micro Focus will agree to provide certain services to the Purchaser for a period following Completion. There could be an impact on the functioning of the Continuing Group's business as a result of the Separation process and the fulfilment of its obligations under the Transitional Services Agreement could adversely affect its financial condition, control environment, results of operations and customer relationships, disrupt synergies in working practices and ongoing implementation projects (such as in relation to Section 404 of the Sarbanes-Oxley Act of 2002) and lead to cost increases. In addition, the Continuing Group could be exposed to liabilities in respect of its obligations under the Transitional Services Agreement.

The Continuing Group's operations will be smaller and less diversified

Following Completion, the Continuing Group's business will be smaller and less diversified. As a result, the Continuing Group may be more susceptible to adverse developments in the remaining business and markets in which it operates. The greater sensitivity to fluctuations in this business and these markets may have an adverse effect on the cash flow, operating results, financial position and ultimately the valuation of the Continuing Group. Moreover, weak performance in the remaining business may have a proportionately greater adverse impact on the financial condition and valuation of the Continuing Group than would have been the case prior to the Transaction.

The reduction in size, diversification and perceived attractiveness of the Continuing Group may make it more difficult to attract and retain key employees

The success of the Continuing Group depends on the efforts, abilities, experience and expertise of its executive management team, and on recruiting, retaining, motivating and developing highly skilled and competent people. There can be intense competition for such personnel and there may at any time be shortages in the availability of appropriately skilled people. The reduction in size, diversification and perceived attractiveness of the Continuing Group following the Transaction may make it more difficult to attract and retain talented employees which could have a material adverse effect on its business, financial condition, results of operations and prospects.

Previous or planned acquisitions

Micro Focus seeks to increase value by investing in its core businesses and potential growth opportunities, which may be through acquisitions. It is possible that Micro Focus' previous and planned acquisitions (including any future acquisitions which may be funded by the proceeds of the Transaction, although there are currently no such acquisitions in progress which are conditional on the Transaction) may not result in the benefits that were originally anticipated, for example, due to integration risk, including where costs are higher than expected or integration of acquired businesses with the Continuing Group causes disruption to either business. Furthermore, acquisitions of target businesses may not be possible or desirable due to unforeseen circumstances or where due diligence brings to light certain issues which negatively impact Micro Focus' assessment of the target business.

The market price of Micro Focus shares and ADRs may go down as well as up

Shareholders should be aware that the value of an investment in the Continuing Group may go down as well as up and can be highly volatile. The price at which the Ordinary Shares and ADRs may be quoted and the price which investors may realise for their Ordinary Shares and ADRs will be influenced by a large number of factors, some specific to the Continuing Group and its operations, and some which may affect the industry as a whole, other comparable companies or publicly traded companies as a whole. The sentiments of the stock market regarding the Transaction will be one such factor and this, together with other factors, including the actual or anticipated fluctuations in the financial performance of the Continuing Group and its competitors, market fluctuations, and legislative or regulatory changes, could lead to the market price of Ordinary Shares and the ADRs going up or down.

PART III

FINANCIAL INFORMATION RELATING TO THE SUSE BUSINESS

1. Nature of financial information

The following historical financial information relating to the SUSE Business has been extracted without material adjustment from the consolidation schedules that underlie the audited consolidated financial information of Micro Focus for the financial years ended 30 April 2015, 30 April 2016 and 30 April 2017 and the unaudited interim financial information of Micro Focus for the six month periods ended 31 October 2017 and 30 April 2018. The SUSE Business was acquired as part of the Attachmate transaction which completed on 20 November 2014. The financial information relating to the SUSE Business for the 12 month period ended 30 April 2015 has been extracted from Micro Focus' accounting records and, for the period in which the SUSE Business was not owned by Micro Focus, from the accounting records of The Attachmate Group. The basis for any allocations made in respect of the 12 month periods ended 30 April 2015, 30 April 2016, 30 April 2017 and 30 April 2018 is explained in the notes to the tables, and the Directors are satisfied that the allocations provide a reasonable basis for the presentation of the historical financial information of the SUSE Business to enable Shareholders to make a fully informed decision.

The historical financial information represents the current composition of the SUSE Business.

The financial information in this Part III (Financial Information relating to the SUSE Business) does not constitute statutory accounts within the meaning of section 434 of the Companies Act. The consolidated statutory accounts for the Micro Focus Group in respect of the 12 month periods ended 30 April 2015, 30 April 2016 and 30 April 2017 have been delivered to the Registrar of Companies. The auditor's reports in respect of those statutory accounts were unqualified and did not contain statements under section 498(2) or (3) of the Companies Act.

The financial information in this Part III (Financial Information relating to the SUSE Business) has been prepared using the IFRS accounting policies used to prepare the consolidated financial statements of the Micro Focus Group for the six month period ended 30 April 2018.

PricewaterhouseCoopers LLP were the auditors for the Micro Focus Group, including the SUSE Business, in respect of the financial years ended 30 April 2015, 30 April 2016 and 30 April 2017 and KPMG were appointed auditors of the Micro Focus Group at the beginning of September 2017 and will complete their first audit of the Micro Focus Group for the 18 month period ending 31 October 2018, the new financial year end of the Micro Focus Group. KPMG have completed two interim reviews of unaudited interim accounts for the six month periods ended 31 October 2017 and 30 April 2018 which have been combined to produce the income statement for the 12 month period ended 30 April 2018 set out below.

2. Income statements of the SUSE Business for the 12 month periods ended 30 April 2015, 30 April 2016, 30 April 2017 and 30 April 2018

	Year ended 30 April 2015 US\$ million (unaudited)	Year ended 30 April 2016 US\$ million	Year ended 30 April 2017 US\$ million	Year ended 30 April 2018 US\$ million (unaudited)
Revenue	221.5	253.8	303.4	347.3
Directly managed costs Allocation of centrally managed costs	(128.1)	(145.1)	(178.6)	(209.7)
from Micro Focus	(34.6)	(28.9)	(26.2)	(36.6)
Total segment costs	–––––––– (162.7)	–––––––– (174.0)	–––––––– (204.8)	–––––––– (246.3)
Adjusted Operating Profit	–––––––– 58.8	–––––––– 79.8	–––––––– 98.7	–––––––– 101.0
Adjusted EBITDA	60.4	81.4	98.9	110.5

Notes:

• 1 The income statements above reflect the allocation of centrally managed costs which are allocated between the Continuing Group and SUSE Business based on identifiable segment costs with the remainder allocated based on other criteria including revenue and headcount.
• 2 Total segment costs exclude share-based payments and amortisation of purchased intangibles and exceptional costs, which are not allocated between the SUSE Group and the Continuing Group. Exceptional costs directly related to the SUSE Business were \$1.2 million of OpenStack acquisition costs for the year ended 30 April 2017 and \$0.2 million of strategic review costs for the year ended 30 April 2018.
• 3 No interest or tax allocation is performed for the purpose of the SUSE Group consolidation. As a result it is not possible to provide a meaningful allocation of the SUSE Group interest and tax charges for these periods.
• 4 The income statement information for the years ended 30 April 2015 and 30 April 2018 presented above is unaudited.
• 5 The income statement information for the year ended 30 April 2015 represents the performance of the business as if it had been owned by Micro Focus for the period 1 May 2014 to 30 April 2015. SUSE was acquired as part of the Attachmate transaction which completed on 20 November 2014.

3.				Net asset statements of the SUSE Business as at 30 April 2017 and 30 April 2018
----	--	--	--	---------------------------------------------------------------------------------

	US\$ million (unaudited)	2018 US\$ million (unaudited)
Non-current assets
Other intangible assets	26.3	25.7
Property, plant and equipment	4.1	4.7
Investments in associates	10.0	10.1
Other non-current assets	637.7	649.7
Deferred tax assets	6.1 ––––––––	6.0 ––––––––
	684.2	696.2
Current assets	––––––––	––––––––
Trade and other receivables	77.7	101.1
Cash and cash equivalents	2.7	5.7
	–––––––– 80.4 ––––––––	–––––––– 106.8 ––––––––
Total assets	764.6	803.0
Current liabilities	––––––––	––––––––
Trade and other payables	27.3	26.1
Provisions	0.0	0.2
Current tax liabilities	(0.1)	(0.4)
Deferred income	209.7 ––––––––	234.4 ––––––––
	236.9 ––––––––	260.3 ––––––––
Non-current liabilities
Deferred income	162.5	171.6
Retirement benefit obligations	7.5	8.1
Long-term provisions	0.4 ––––––––	0.4 ––––––––
	170.4 ––––––––	180.1 ––––––––
Total liabilities	407.3 ––––––––	440.4 ––––––––
Net assets	357.3 ––––––––	362.6 ––––––––

PART IV

PRO FORMA FINANCIAL INFORMATION

SECTION A: Accountant's Report on the Pro Forma Financial Information

The Directors Micro Focus International plc The Lawn 22-30 Old Bath Road Berkshire RG14 1QN

31 July 2018

Dear Sirs

Micro Focus International plc (the "Company")

We report on the pro forma financial information (the "Pro Forma Financial Information") set out in section B of Part IV (Pro Forma Financial Information) of the Company's circular dated 31 July 2018 (the "Circular") which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the proposed disposal of the SUSE Business might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ended 30 April 2018. This report is required by item 13.3.3R of the Listing Rules and is given for the purpose of complying with that Listing Rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with Annex II of the PD regulation and item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules, as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Our work has not been carried out in accordance with auditing standards or other standards and practices generally accepted in the United States of America and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

• (a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
• (b) such basis is consistent with the accounting policies of the Company.

Yours faithfully

KPMG LLP

Chartered Accountants

SECTION B: The Unaudited Pro Forma Financial Information

The unaudited pro forma statement of net assets and the related notes set out in Section B of this part IV (Pro Forma Financial Information) (together the "Unaudited Pro Forma Financial Information") have been prepared to illustrate the effect of the Transaction on the consolidated net assets of the Micro Focus Group as if it had taken place on 30 April 2018.

The Unaudited Pro Forma Financial Information has been prepared in accordance with LR13.3.3 of the Listing Rules and in a manner consistent with the accounting policies adopted by the Micro Focus Group.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and because of its nature, addresses a hypothetical situation. It does not purport to represent what the Continuing Group's financial position would actually have been if the Transaction had been completed on the indicated date.

The Unaudited Pro Forma Financial Information does not constitute financial statements within the meaning of Section 434 of the Companies Act. Shareholders should read the whole of this document and not rely solely on the summarised financial information contained in this Part IV (Pro Forma Financial Information). KPMG's report on the Unaudited Pro Forma Financial Information is set out in Section A of this Part IV (Pro Forma Financial Information).

Unaudited pro forma statement of net assets

(\$ millions)	Micro Focus Group as at 30 April 2018 (Note 1)	SUSE Group as at 30 April 2018 (Note 2)	Net proceeds (Note 3)	Deconso- lidation adjustment (Note 4)	Continuing Group pro forma net assets
Non-current assets
Goodwill	7,695.8	–		(859.6)	6,836.2
Other intangible assets	7,156.0	(25.7)			7,130.3
Property, plant and equipment	183.6	(4.7)			178.9
Investments in associates	10.3	(10.1)			0.2
Derivative asset	73.7	–			73.7
Long term pension assets Other non-current assets	25.7 45.4	– (649.7)		643.5	25.7 39.2
Deferred tax assets	111.9	(6.0)			105.9
	–––––––– 15,302.4	–––––––– (696.2)	–––––––– –	–––––––– (216.1)	–––––––– 14,390.1
	––––––––	––––––––	––––––––	––––––––	––––––––
Current assets Inventories	0.2	–			0.2
Trade and other receivables	1,340.3	(101.1)		19.6	1,258.8
Current tax receivables	11.9	–			11.9
Cash and cash equivalents	573.7	(5.7)	2,515.4		3,083.4
	–––––––– 1,926.1	–––––––– (106.8)	–––––––– 2,515.4	–––––––– 19.6	–––––––– 4,354.3
Total assets	17,228.5	(803.0)	2,515.4	(196.5)	18,744.4
Current liabilities	––––––––	––––––––	––––––––	––––––––	––––––––
Trade and other payables	605.9	(26.1)	459.6		1,039.4
Borrowings	33.0	–			33.0
Finance leases	13.9	–			13.9
Provisions	72.7	(0.2)			72.5
Current tax liabilities	49.9	0.4			50.3
Deferred income	1,404.6 ––––––––	(234.4) ––––––––	––––––––	––––––––	1,170.2 ––––––––
	2,180.0	(260.3)	459.6	–	2,379.3
Non-current liabilities	––––––––	––––––––	––––––––	––––––––	––––––––
Deferred income	332.2	(171.6)			160.6
Borrowings	4,848.5	–			4,848.5
Finance leases	15.6	–			15.6
Retirement benefit obligations	115.0	(8.1)			106.9
Long-term provisions	47.9	(0.4)			47.5
Other non-current liabilities	64.9	–			64.9
Non-current tax liabilities	171.2	–			171.2
Deferred tax liabilities	1,298.2 ––––––––	– ––––––––	––––––––	––––––––	1,298.2 ––––––––
	6,893.5 ––––––––	(180.1) ––––––––	– ––––––––	– ––––––––	6,713.4 ––––––––
Total liabilities Net Assets	9,073.5 –––––––– 8,155.0	(440.4) –––––––– (362.6)	459.6 –––––––– 2,055.8	– –––––––– (196.5)	9,092.7 –––––––– 9,651.7

Notes

1) The Micro Focus Group's financial information as at 30 April 2018 has been extracted, without material adjustment, from the Micro Focus Group's published financial information for the six months ended 30 April 2018.

–––––––– –––––––– –––––––– –––––––– ––––––––

2) These adjustments remove the assets and liabilities relating to the SUSE Group, reflecting the fact that, following the Transaction, the Micro Focus Group will no longer consolidate the results of the SUSE Group. The financial information has been extracted, without material adjustment, from the historical financial information on the SUSE Group set out in Part III (Financial Information relating to the SUSE Business) of this document.

3) The adjustment to cash and cash equivalentsreflectsthe total cash proceeds of US\$2,535.0 million after deducting an estimated working capital adjustment of US\$3.0 million and an estimated net debt adjustment of US\$16.6 million as required by the Transaction Agreement.

Included within trade and other payables is an estimated US\$387.6 million tax charge which will crystallise and be settled after Completion and associated costs of the Transaction (including Separation) of an estimated US\$72.0 million.

Such amounts, where relevant, have been converted to US Dollars at a US Dollar-Sterling exchange rate of 1.37:1, being the closing UK rate as at 30 April 2018.

4) The adjustments of US\$643.5 million and of US\$19.6 million to Other non-current assets and Trade and other receivables, respectively, represent adjustments to remove the Continuing Group's non-trading loan relationship balances with the SUSE Group as at 30 April 2018, which are settled as part of the Transaction Agreement.

Included within the Micro Focus Group's statement of financial position as at 30 April 2018 is US\$859.6 million of goodwill arising on consolidation of the SUSE Group. This goodwill will be de-recognised as a result of the Transaction.

5) No account has been taken of the trading results of the Continuing Group or the SUSE Group for the period since 30 April 2018.

PART V

PRINCIPAL TERMS OF THE TRANSACTION

SECTION A: TRANSACTION AGREEMENT

1. INTRODUCTION

The Transaction Agreement was entered into on 1 July 2018 between Micro Focus, the Sellers, the Purchaser and Lux Holdco, the parent company of the Purchaser. Pursuant to the terms and conditions of the Transaction Agreement, the Sellers have agreed that they will sell the Transferring Companies to the Purchaser (or one or more wholly owned subsidiaries of Lux Holdco nominated by the Purchaser) in accordance with the terms of the Transaction Agreement, subject to the conditions described in paragraph 5 of this Section A of Part V (Principal Terms of the Transaction). Micro Focus is a party to the Transaction Agreement for the purpose of guaranteeing the payment and performance of the obligations of the Sellers under the Transaction Agreement and other Transaction documents and giving certain undertakings and indemnities in connection with the Separation.

2. CONSIDERATION

The consideration for the acquisition of the SUSE Business is US\$2.535 billion payable in cash at Completion, subject to completion accounts adjustments based on the amount of debt, cash and working capital in the SUSE Group, in each case as at Completion. The adjustments will be agreed upon by Micro Focus and the Purchaser based upon completion accounts initially prepared by Micro Focus reflecting the actual financial position of the SUSE Group at Completion. The Purchaser has customary rights in relation to reviewing the draft completion accounts and to the extent the parties cannot resolve any disagreement, a final determination will be made by an independent accounting firm.

The Sellers and Micro Focus have the benefit of the Equity Commitment Letter from EQT VIII SCSp pursuant to which EQT VIII SCSp has undertaken to: (i) provide financing to the Purchaser (or its nominee(s)) in order to fund the consideration of US\$2.535 billion payable at Completion (with such commitment being reduced by the amount of any certain funds finance provided); or (ii) fund a damages claim if the Transaction Agreement is terminated due to a breach by the Purchaser and to fund certain indemnity and cost undertakings in relation to the Separation process.

3. WARRANTIES

Each Seller has provided certain warranties to the Purchaser including, among others, warranties relating to its capacity and authority to enter into and perform its obligations under the Transaction Agreement and other Transaction documents, the ability to sell the shares and interests in the Transferring Companies, together with additional business warranties including, among others, warranties in respect of financial information, intellectual property, litigation, property matters, environmental matters and tax. Each Seller has also entered into a tax covenant, details of which are set out in paragraph 11 of Section A of this Part V (Principal Terms of the Transaction) below.

The business warranties are subject to the disclosures made by the Sellers in a disclosure letter provided to the Purchaser.

Micro Focus has provided certain warranties to the Purchaser relating to its capacity and authority to enter into and perform its obligations under the Transaction Agreement and other Transaction documents.

Each of Luxco Holdco and the Purchaser has provided certain warranties to the Sellers relating to, among other things, its capacity and authority to enter into and perform its obligations under the Transaction Agreement and other Transaction documents. The Purchaser has given certain undertakings in relation to compliance with the terms of the Equity Commitment Letter in order to ensure the availability of cash resources to meet its obligations under the Transaction Agreement.

Save in the event of fraud, the Sellers' liability under the warranties and tax covenant is subject to the following financial thresholds and limitations:

• (a) a de minimis on all warranty claims (other than claims in respect of a breach of a fundamental warranty) under the Transaction Agreement of US\$2,535,000 and a de minimis on all tax covenant claims (other than in respect of the secondary tax liabilities indemnity or the indemnity provided in connection with any taxation of the SUSE Group arising from the Separation, each of which is not subject to any de minimis) of US\$100,000 (meaning that any warranty claims (other than claims in respect of a breach of a fundamental warranty) below US\$2,535,000 and any tax covenant claims (other than in respect of the exclusions noted above) below US\$100,000 will be disregarded for all purposes);
• (b) a threshold on all warranty claims (other than claims in respect of a breach of a fundamental warranty) under the Transaction Agreement of US\$25,350,000 (meaning that the Sellers will not be liable in respect of any warranty claim (other than for breach of a fundamental warranty) unless the amount of damages resulting from all warranty claims exceeds US\$25,350,000 in aggregate). Once this threshold is reached, the Purchaser is entitled to claim all amounts resulting from the warranty claims and not just the excess over that sum; and
• (c) a cap on all warranty claims under the Transaction Agreement and claims under the tax covenant (when aggregated with the total aggregate liability of Micro Focus and the Continuing Group under the Transitional Services Agreement) of US\$507,000,000 (other than in respect of the secondary tax liabilities indemnity which is not subject to a cap and any claims in respect of breaches of fundamental warranties or in respect of the indemnity provided in connection with any taxation of the SUSE Group arising from the Separation, each of which shall be capped at the Consideration received).

The ability of the Purchaser to bring a claim under the warranties (other than the tax warranties and fundamental warranties) expires 18 months after Completion. The ability of the Purchaser to bring a claim under the tax warranties and the tax covenant expires six years after the end of the accounting period in which Completion occurs (except that the tax covenant in respect of a tax liability relating to the application of transfer pricing-related laws and regulations expires six months after the relevant tax assessment underlying the relevant specific tax covenant claim becomes final and binding). The ability of the Purchaser to bring a claim under the fundamental warranties expires five years after Completion. The Purchaser is obliged to take all reasonable steps required by law to mitigate any losses that it suffers as a result of any breach of the warranties given by the Sellers.

4. CONDUCT OF THE SUSE BUSINESS AND RESTRICTIVE COVENANTS

Micro Focus has given certain customary conduct of business covenants in relation to the conduct of the SUSE Business prior to Completion. Such obligations include an obligation to procure that the SUSE Business is carried on in the ordinary course and an obligation to refrain from taking certain actions in respect of the SUSE Business. Such restrictions are subject to a number of carve-outs so as not to restrict, amongst other things: (i) any actions required to be taken by applicable law, regulation or pursuant to preexisting contractual obligations; (ii) any action contemplated by the terms of the Transaction Agreement and/or required to be carried out in order to implement the Separation in accordance with the terms of the Transaction Agreement; or (iii) any action consented to by the Purchaser.

5. CONDITIONS

Completion is conditional on the satisfaction of the following conditions:

• (a) the passing of the Resolution at the General Meeting;
• (b) the implementation of the Separation pursuant to the separation plan;
• (c) the receipt of any necessary clearance from the Committee on Foreign Investment in the United States or confirmation that no such clearances are required; and

(d) all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under The Hart–Scott–Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations made thereunder having expired or been terminated without a "Second Request for Information" having been made in the U.S. Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice and the receipt of applicable consents, authorisations, orders, or approvals required under other competition laws, in Austria, Germany, Cyprus and Ireland and from the European Commission (if referred to the European Commission).

None of the parties to the Transaction Agreement are permitted to waive any of the conditions set out in the Transaction Agreement.

Completion shall take place on the last business day of the month in which the last of the conditions is satisfied, provided that if the last of the conditions is satisfied less than five business days before the last business day of the month, Completion shall take place on the last business day of the following month.

6. TERMINATION

The Transaction Agreement may be terminated by written notice provided by Micro Focus to the Purchaser (save in respect of (b) below) or by the Purchaser to Micro Focus if:

• (a) any of the conditions to the Transaction Agreement become incapable of satisfaction on or before 1 July 2019;
• (b) Micro Focus requests certain additional information from (other than to clarify the terms of the proposal), or enters into discussions with a, competing purchaser prior to the passing of the Resolution; or
• (c) prior to passing of the Resolution, the Board withdraws its unanimous and unqualified recommendation in this document to vote in favour of the Resolution.

A break fee of €5 million is payable by Micro Focus to the Purchaser if the Transaction Agreement is terminated by the Purchaser in the circumstances set out in (b) above. In addition, in the event that the Transaction Agreement is terminated in any of the circumstances set out in (b) or (c) above and following such termination Micro Focus or any member of the Micro Focus Group subsequently enters into an agreement for the sale of all or substantially all of, or a majority stake in, the SUSE Business with another party on or before 31 December 2018, then the break fee payable increases to US\$50 million in total.

The Purchaser has the right to match any final agreement reached between Micro Focus and a competing purchaser prior to 31 December 2018 and Micro Focus shall be bound to proceed with the Purchaser on the basis of such final agreement.

7. SEPARATION

The Transaction Agreement sets out the agreement between Micro Focus and the Purchaser regarding the principal transactions to effect the Separation.

The Separation shall be implemented pursuant to the terms of an agreed separation plan (which may be amended between signing and Completion in accordance with the terms of the Transaction Agreement). The Transaction Agreement identifies the categories of assets and liabilities to be allocated to the SUSE Group and the categories of assets and liabilities to be allocated to the Continuing Group, in each case as part of the Separation, and provides for when and how any transfers, assumptions and/or assignments necessary to implement the agreed allocation of assets and liabilities will occur.

The Transaction Agreement provides for cross- indemnities principally designed to place financial responsibility for the obligations and liabilities of the SUSE Business with the Purchaser and financial responsibility for the obligations and liabilities of the Continuing Business with the Sellers. As detailed in paragraph 11 of Section A of this Part V (Principal Terms of the Transaction) below, the Transaction Agreement also contains a tax covenant which both (i) covers historic tax liabilities in the SUSE Group and (ii) includes an indemnity from the Sellers in connection with any taxation of the SUSE Group arising from the Separation itself, in each case to the extent not provided or reserved for in the completion accounts.

8. EMPLOYEES

The Transaction Agreement governs the allocation of liabilities and responsibilities relating to employees, employee compensation and benefits plans and programs and other related matters in connection with the Separation. The Transaction Agreement also sets out the basis upon which employees will transfer from the Continuing Group to the SUSE Group to the extent necessary to effect the Separation.

The Transaction Agreement provides that the SUSE Group generally will be responsible for liabilities associated with the employees who are assigned to the SUSE Business or who serve in a global functions role supporting the SUSE Business (collectively, the "SUSE Employees"), other than certain of such liabilities that are specifically allocated to the Continuing Group, and the Continuing Group generally will retain liabilities associated with all employees who are not SUSE Employees and all former non-SUSE employees.

9. INTELLECTUAL PROPERTY

The intellectual property provisions of the Transaction Agreement govern: (i) the allocation and transfer by the Continuing Group to members of the SUSE Group of any intellectual property used exclusively or predominantly related to the SUSE Business (which includes all copyrights in the products and services of the SUSE Business) to the extent not already held by the SUSE Group (but excluding certain specific named intellectual property rights) ("SUSE IP"); (ii) the transfer by the SUSE Group to members of the Continuing Group of any intellectual property which is not SUSE IP; (iii) the licensing from the Continuing Group to the SUSE Group of any other intellectual property used by the SUSE Business prior to Completion; and (iv) the licence back from the SUSE Group to the Continuing Group of certain intellectual property transferred to the SUSE Group. In addition, arrangements will be put in place between the parties prior to Completion dealing with: (i) the Continuing Group's use of the SUSE Group's products internally as an end user; and (ii) the Continuing Group's distribution / embedding of certain SUSE products.

10. REAL ESTATE

The terms and conditions of the Transaction Agreement govern the basis on which the SUSE Group will, following Completion, be entitled to use and/or occupy property which was used and/or occupied in connection with the SUSE Business prior to Completion.

From Completion the SUSE Group will generally be granted rights to use and/or occupy real property through either: (i) the assignment of a lease from a member of the Continuing Group to a member of the SUSE Group; (ii) the grant of a lease or sub-lease by a member of the Continuing Group to a member of the SUSE Group; (iii) the transfer of any serviced office arrangements from a member of the Continuing Group to a member of the SUSE Group and/or the termination of serviced office arrangements entered into by the Continuing Group and the entry into new serviced office arrangements by a member of the SUSE Group; or (iv) the grant of a licence to occupy certain premises by a member of the Continuing Group to a member of the SUSE Group pursuant to the terms of the Transitional Services Agreement.

11. TAX

In addition to the tax warranties (discussed in paragraph 3 of Section A of this Part V (Principal Terms of the Transaction) above), the Transaction Agreement contains a tax covenant given by each Seller to the Purchaser (or a wholly owned subsidiary of Lux Holdco nominated to acquire the shares in the Transferring Companies being sold by such Seller) requiring (broadly) each Seller to bear any tax liabilities of the SUSE Group that (i) are attributable to the period up to and including Completion; (ii) arise because certain tax assets for which the Purchaser has paid are not available; or (iii) arise from the Separation itself, in each case (other than (ii)) to the extent such liabilities exceed the relevant provision or reserve (if any) in the completion accounts and subject to exclusions customary for a transaction of this nature.

The Transaction Agreement includes provisions: (i) requiring the Purchaser to notify the Sellers of any matters which could give rise to a liability for the Sellers under the tax covenant (or the tax warranties); and (ii) allocating responsibility between the relevant Seller and the Purchaser for certain mattersrelating to the preparation of tax computations and filing tax returns with respect to accounting periods before and after Completion. The Transaction Agreement also includes customary provisions relating to, amongst other things, the conduct of tax claims, recovery of certain sums from third parties (including tax refunds), overprovisions for tax in the completion accounts and surrenders of tax reliefs. The Transaction Agreement includes a customary reciprocal uncapped indemnity for secondary tax liabilities, as well as an indemnity in the usual form for withholding taxes on, and taxes on receipt of, indemnity payments.

SECTION B: TRANSITIONAL SERVICES AGREEMENT

The Transitional Services Agreement, which will be entered into on Completion, sets out the terms and conditions under which Micro Focus will provide various services (such as IT services) to the Purchaser on a transitional basis, for an initial period until the later of 31 October 2020 and 18 months from Completion (or such shorter period as may be agreed in a service schedule), subject to the Purchaser's ability to extend the term of services it is receiving for up to an additional 18 months. The first and second extension periods shall be for three months each and the third and fourth extension periods shall be for six months each.

Micro Focus agrees to provide the Purchaser and its subsidiaries, as applicable, with specific transitional services which will be set out in the schedules to the Transitional Services Agreement and, subject to certain requirements, such further services as may be required to operate the SUSE Business following Completion in substantially the same manner in which the SUSE Business was operated prior to Completion. Each of Micro Focus and the Purchaser have agreed upon a process pursuant to which they will determine, in good faith, the content and scope of the services to be set out in the schedules to the Transitional Services Agreement prior to Completion.

The Purchaser will pay to Micro Focus the fees set out in the applicable service schedule, which in respect of the initial term shall be representative of the costs previously internally allocated to the services plus an additional sum relating to dis-synergy costs. During any extension of the services beyond the initial term, the Purchaser shall pay to Micro Focus the actual cost of the service plus a margin of (i) 5 per cent. in the first and second extension period; (ii) 10 per cent. in the third extension period; and (iii) 15 per cent. in the fourth extension period.

PART VI

ADDITIONAL INFORMATION

1. RESPONSIBILITY

Micro Focus and the Directors whose names appear in paragraph 3.1(a) of this Part VI (Additional Information) accept responsibility for the information contained in this document. To the best of the knowledge and belief of Micro Focus and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. INFORMATION ON MICRO FOCUS

2.1 Incorporation and principal place of business

Micro Focus was incorporated and registered in England and Wales on 21 May 2004 under the Companies Act 1985 as a private company limited by shares with registered number 05134647 and with the name Hackremco (no. 2158) Limited. On 5 April 2005 Micro Focus was re-registered as a public limited company and changed its name to Micro Focus International plc. The domicile of Micro Focus is England and Wales.

2.2 Registered office

The registered office of Micro Focus is The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN (telephone number +44 (0)1635 565200).

2.3 Regulation

The principal laws and legislation under which Micro Focus operates are the laws of England and Wales.

2.4 Structure

Micro Focus is, and following Completion will continue to be, the ultimate parent company of the Micro Focus Group.

2.5 Share capital

As at 30 July 2018 (being the latest practicable date prior to the publication of this document) the total issued share capital of Micro Focus was £43,647,449.40, comprised of 436,474,494 Ordinary Shares of 10 pence each. As at 30 July 2018 (being the latest practicable date prior to the publication of this document), no shares were held in treasury.

3. DIRECTORS OF MICRO FOCUS

3.1 Directors

The Directors and their respective functions are as follows:

Name	Position
Kevin Loosemore	(Executive Chairman)
	Stephen Murdoch (Chief Executive Officer)
Chris Kennedy	(Chief Financial Officer)
Karen Slatford	(Senior Independent Non-executive Director)
Richard Atkins	(Independent Non-executive Director)
Amanda Brown	(Independent Non-executive Director)
Lawton Fitt	(Independent Non-executive Director)
Darren Roos	(Independent Non-executive Director)
Silke Scheiber	(Independent Non-executive Director)

3.2 Directors' service contracts and letters of appointment and remuneration

(a) Executive Directors' service contracts

The Executive Directors have service contracts with Micro Focus on the following terms:

	Date of	Current
Name	Service	Salary	Contract Expiry Date
Kevin Loosemore	14 April 2011	£750,000	The agreement is terminable by either party on six months' notice.
Stephen Murdoch 16 April 2014		£850,000	The agreement is terminable by either party on six months' notice.
Chris Kennedy	5 January 2018 £700,000		The agreement is terminable by either party on six months' notice.

If an Executive Director is guilty of a material breach of his service contract or commits any crime or act of gross misconduct or dishonesty, Micro Focusis entitled summarily to terminate the service contract without notice and without payment in lieu of notice or other compensation. Such a contract term cannot, however, as a rule of law, affect such Executive Director's statutory rights such as rights in respect of unfair dismissal.

Should an Executive Director, other than Kevin Loosemore, be dismissed in different circumstances to the above, Micro Focus may pay him, in lieu of notice, a sum equal to his basic pay over his notice period. Kevin Loosemore's service contract does not contain such a contract term.

Each of the Executive Directors is subject to a confidentiality undertaking without limitation in time and, save for Kevin Loosemore, to non-competition, non-solicitation, non-dealing and non-hiring restrictive covenants for a period of between six and 12 months after the termination of their respective employment arrangements. Kevin Loosemore is subject to six month non-hiring and non-interference with suppliers restrictive covenants.

Each of the Executive Directors has the benefit of a qualifying third-party indemnity from Micro Focus (the terms of which are in accordance with the Companies Act) and appropriate directors' and officers' liability insurance.

Kevin Loosemore receives a payment in lieu of pension of 20 per cent. of base salary whilst the other Executive Directors receive a contribution of up to 15 per cent.

(b) Non-Executive Directors' letters of appointment

Non-Executive Directors have letters of appointment with Micro Focus on the following terms:

	Effective date of letter	Fees
Name	of appointment	(per annum)
Karen Slatford	5 July 2010	£120,000
Richard Atkins	16 April 2014	£90,000
Amanda Brown	1 July 2016	£90,000
Lawton Fitt	18 October 2017	£80,000
Darren Roos	15 May 2017	£70,000
Silke Scheiber	15 May 2017	£70,000

Each of the Non-Executive Directors is appointed by a letter of appointment for a fixed term of three years or less subject to earlier termination by either the Non-Executive Director or Micro Focus on 90 days' notice. Each Non-Executive Director still serving at the end of his or her term will have his or her appointment reviewed by the Board and the reappointment of that Non-Executive Director may be agreed.

Each Non-Executive Director is entitled to reimbursement of reasonable expenses.

Non-Executive Directors do not participate in the Micro Focus Group's share incentives or otherwise receive performance related pay, and do not receive any pension contributions or benefits in kind.

The Non-Executive Directors are subject to confidentiality undertakings without limitation in time.

Each of the Non-Executive Directors has the benefit of a qualifying third-party indemnity from Micro Focus (the terms of which are in accordance with the Companies Act) and appropriate directors' and officers' liability insurance.

Amanda Brown's fees are paid directly to her employer, Hiscox Limited.

3.3 As at 30 July 2018 (being the latest practicable date prior to the publication of this document), the interests (all of which are or will be beneficial unless otherwise stated) of the Directors and (so far as is known to them or could with reasonable diligence be ascertained by them) their connected persons (within the meaning of section 252 of the Companies Act) in the share capital of Micro Focus, including interests arising pursuant to any transaction notified to Micro Focus pursuant to DTR 3.1.2R or article 19 of the Market Abuse Regulation (as applicable), were as follows:

(a)Directors' shareholdings

		Percentage of
		Ordinary Shares
	Number of	beneficially
Name	Ordinary Shares	held at present(1)
Kevin Loosemore(2)	744,405	0.17%
Stephen Murdoch	5,390	0.00%
Chris Kennedy	14,437	0.00%
Karen Slatford	17,704	0.00%
Richard Atkins(3)	16,710	0.00%
Amanda Brown	4,631	0.00%
Lawton Fitt	–	0%
Darren Roos	18,704	0.00%
Silke Scheiber	–	0%

(1) Based on 436,474,494 Ordinary Shares in issue as of 30 July 2018 (being the latest practicable date prior to the publication of this document).

(2) 44,386 shares are owned by Kevin Loosemore's wife, Joy Loosemore.

(3) 12,902 Ordinary Shares are held by Richard Atkins' wife, Julie Atkins.

(b)Directors' share awards

Micro Focus International plc Incentive Plan 2005

	Number at
	Exercise Price
Name	30 April 2018	Price	Date for exercise
Kevin Loosemore(1)	192,157	0.0p	27 June 2015 to 26 June 2022
Kevin Loosemore(1)	142,132	0.0p	26 June 2016 to 25 June 2023
Kevin Loosemore(1)	115,192	0.0p	27 June 2017 to 26 June 2024
Kevin Loosemore(1)	111,275	0.0p	17 July 2018 to 16 July 2025
Kevin Loosemore(1)	69,156	0.0p	26 July 2019 to 25 July 2026
Kevin Loosemore(1)	67,965	0.0p	17 July 2020 to 16 July 2027
Stephen Murdoch(1)	46,237		0.0p 27 December 2015 to 26 December 2022
Stephen Murdoch(1)	39,884	0.0p	26 June 2016 to 25 June 2023
Stephen Murdoch(1)	56,421	0.0p	27 June 2017 to 26 June 2024
Stephen Murdoch(1)	44,510	0.0p	17 July 2018 to 16 July 2025
Stephen Murdoch(1)	26,024	0.0p	23 March 2019 to 22 March 2026
Stephen Murdoch(1)	39,640	0.0p	26 July 2019 to 25 July 2026
Stephen Murdoch(1)	36,664	0.0p	17 July 2020 to 16 July 2027
Chris Kennedy(1)	46,275	0.0p	11 January 2021 to 10 January 2028

(1) Performance condition requires that cumulative earnings per share growth over a three year vesting period is at least equal to RPI plus 3 per cent. per annum (at which point 25 per cent. of awards will vest) and for full vesting the cumulative earnings per share growth will be required to be RPI plus 9 per cent. per annum. Straight line vesting will apply between these points. Performance against these objectives is determined by the committee based on Micro Focus' audited results.

Additional Share Grant

Name	Number	Price	Date for exercise
Kevin Loosemore(1)	947,140	0.0p	1 November 2017 to 31 October 2024
Stephen Murdoch(1)	405,917	0.0p	1 November 2017 to 31 October 2024

(1) 100% of Ordinary Shares subject to the ASG may be acquired on exercise due to the satisfaction in full of the applicable performance conditions.

Name	Number	Price	Date for exercise
Kevin Loosemore(2)	1,100,000	0.0p	7 September 2019 to 6 September 2026
Stephen Murdoch(2)	500,000	0.0p	7 September 2019 to 6 September 2026
Chris Kennedy(2)	500,000	0.0p	7 September 2019 to 6 September 2026

• (2(a)) The percentage of ordinary shares subject to the ASG which may be acquired on exercise on or after the vesting date is as follows:
• (i) 0% if the Shareholder Return Percentage (as defined in 2b below) is 50% or less;
• (ii) 100% if the Shareholder Return Percentage is 100% or more; and
• (iii) a percentage determined on a straight line basis between (i) and (ii) above.
• (2(b)) The 'Shareholder Return Percentage' will be calculated by deducting 1817.75 pence per share (the 'Reference Price'), being the average of the 20 days before 1 August 2016 (being the date of the heads of agreement relating to the HPE Merger), from the sum of the 'Vesting Price' (calculated as the average closing share price over the period of 20 days ending on the day prior to the vesting date) plus the total of all dividends per share between completion of the HPE Merger and the vesting date. This will be divided by the Reference Price, multiplying the resulting figure by 100 to obtain the Shareholder Return Percentage.

Deferred Share Bonus Plan(1)

Name	Number	Price	Vesting Date
Stephen Murdoch	5,051	0.0p	25 July 2020

• (1) For all Executive Directors there is a mandatory conversion of one third of any cash bonus earned into awards over Ordinary Shares subject to the terms of the Deferred Share Bonus Plan. Kevin Loosemore is exempt as his annual bonus has been 150 per cent. since 2011, and its treatment was covered in his service contract which predates the remuneration policy. An award under the Deferred Share Bonus Plan can comprise an option to acquire Ordinary Shares, a conditional right to receive Ordinary Shares or an award of Ordinary Shares that must be given back if the award lapses. Awards will normally vest in full after three years, subject to continued employment with Micro Focus.
• 3.4 Save as disclosed in paragraph 3.3 of this Part VII (Additional Information), none of the Directors nor any person connected with them, has any interest, whether beneficial or non-beneficial, in the share capital of Micro Focus or of any of its subsidiary or associated undertakings.

4. SUBSTANTIAL SHAREHOLDINGS

So far as the Directors are aware, as at 30 July 2018 (being the latest practicable date prior to the publication of this document), the following persons were interested, directly or indirectly, in three per cent. or more of Micro Focus' issued share capital:

		Number of issued
		Ordinary Shares
Name	Percentage	share capital (1)
Dodge & Cox	13.15	57,376,132
FMR LLC	10.26	44,779,540
Causeway Capital Management	7.13	31,118,340
BlackRock, Inc	6.15	26,822,436
Elliott Capital	5.10	22,250,000
DTC Retail	4.20	18,348,394
Capital Group	3.15	13,757,588
Vanguard Group	3.10	13,533,435

(1) Based on 436,474,494 Ordinary Shares in issue as of 30 July 2018 (being the latest practicable date prior to the publication of this document).

Save as disclosed in this paragraph 4, the Directors are not aware of any person who will, directly or indirectly, following Completion have an interest in Ordinary Shares which represents three per cent. or more of Micro Focus' issued share capital.

5. DETAILS OF KEY INDIVIDUALS TO SUSE

The key individuals to the SUSE Business and their respective functions are:

Nils Brauckmann	Chief Executive Officer
Ronald De Jong	President of Sales
Ralf Flaxa	President of Engineering
Michael Miller	Present of Strategy, Alliances and Marketing
Dr. Thomas Di Giacomo	Chief Technology Officer

6. MATERIAL CONTRACTS

6.1 Continuing Group

The following contracts are material contracts (entered into outside the ordinary course of business) which: (i) have been entered into within the two years prior to the date of this document by members of the Continuing Group; or (ii) contain provisions under which any member of the Continuing Group has an obligation or entitlement which is or may be material to the Continuing Group as at the date of this document.

(a) Transaction Agreement

A summary of the principal terms of the Transaction Agreement is set out in Section A of Part V (Principal Terms of the Transaction) of this document.

(b) HPE Merger Agreement

A summary of the principal terms of the HPE Merger Agreement is set out in Section A of Part V (Principal Terms of the Transaction) of the HPE Circular, which is hereby incorporated by reference.

(c) Ancillary Agreements to the HPE Merger Agreement

Summaries of the principal terms of the Separation and Distribution Agreement, HPE Transitional Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Real Estate Matters Agreement and Intellectual Property Matters Agreement are set out in Section B of Part V (Principal Terms of the Transaction) of the HPE Circular, which are hereby incorporated by reference.

(d) New Micro Focus Facility Agreement

A summary of the principal terms of the New Micro Focus Facility Agreement is set out in Section C of Part V (Principal Terms of the Transaction) of the HPE Circular, which is hereby incorporated by reference.

(e) New Seattle Facility Agreement

A summary of the principal terms of the New Seattle Facility Agreement is set out in Section C of Part V (Principal Terms of the Transaction) of the HPE Circular, which is hereby incorporated by reference.

(f) Deposit Agreement

A summary of the principal terms of the Deposit Agreement is set out in paragraph 4 of Part XI (Additional Information) of the HPE Prospectus, which is hereby incorporated by reference.

6.2 SUSE Business

Other than the Transaction Agreement as referred to in paragraph 6.1(a) above, no contracts (other than contracts entered into in the ordinary course of business): (i) have been entered into within the two years prior to the date of this document by any member of the Micro Focus Group in respect of the SUSE Business which are or may be material to the SUSE Business; or (ii) contain provisions under which any member of the Micro Focus Group has an obligation or entitlement which is or may be material to the SUSE Business as at the date of this document.

7. LITIGATION

7.1 The Continuing Group

• (a) Save for the outstanding litigation described in paragraph (b) below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Micro Focus is aware) which may have, or have had during the 12 months preceding the date of this document, a significant effect on Micro Focus' and/or the Continuing Group's financial position or profitability.
• (b) Following the trading update by Micro Focus on 19 March 2018 which included revised constant currency guidance for the 12 months ending 31 October 2018 and a fall in the Micro Focus share price, a number of putative class actions under the U.S. securities laws have been filed in courts in the United States by purported holders of Micro Focus ADRs. They each name as defendants Micro Focus and certain current and former directors and officers of Micro Focus, among others. Each of the complaints allegesthat certain disclosuresin the registration statement and prospectus published in connection with the HPE Merger inadequately disclosed certain risks, primarily related to purported disruption of customer accounts and employee attrition, in connection with the HPE Merger, and alleges that because of the purportedly inadequate disclosure of those purported risks, certain other statements were thereby misleading. Each complaint alleges that Micro Focus and the other defendants is liable under Sections 11, 12, and 15 of the Securities Act of 1933 and one of the actions also alleges that Micro Focus and the other defendants are liable under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, in each case, for damages arising as a result of the fall in the Micro Focus share price. As at 30 July 2018 (being the latest practicable date prior to the publication of this document), the liability under such class actions is not quantifiable.

Micro Focus has filed or will file motions seeking to centralise all of the complaints in New York, which is the designated forum under the Deposit Agreement that governs the ADRs. The initial motions which have been filed are scheduled to be heard in court in August 2018.

Micro Focus believes that the allegations are without merit and intends to defend vigorously against them.

7.2 SUSE Business

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Micro Focus is aware) which may have, or have had during the 12 months preceding the date of this document, a significant effect on the SUSE Business' financial position or profitability.

8. WORKING CAPITAL

Micro Focus is of the opinion that, taking into account the bank facilities and the net proceeds of the Transaction available to the Continuing Group, the Continuing Group has sufficient working capital for its present requirements, that is, for at least 12 months from the date of this document.

9. SIGNIFICANT CHANGE

9.1 The Continuing Group

There has been no significant change in the financial or trading position of the Continuing Group since 30 April 2018, the date to which the latest unaudited interim accounts of the Micro Focus Group have been prepared.

9.2 SUSE Business

There has been no significant change in the financial or trading position of the SUSE Business since 30 April 2018, the date to which the latest unaudited historical financial information of the SUSE Business has been prepared.

10. RELATED PARTY TRANSACTIONS

Save for the related party transactions disclosed in note 38 (Related party transactions) in Micro Focus' annual report and accounts for the financial years ended 30 April 2016 and 30 April 2017, in note 26 (Related party transactions) in Micro Focus' interim report for the six months ended 31 October 2017 and in note 24 (Related party transactions) in Micro Focus' interim report for the six months ended 30 April 2018, which are hereby incorporated by reference in this document, there are no related party transactions between Micro Focus or members of the Micro Focus Group that were entered into during the financial years ended 30 April 2016 and 30 April 2017 or the six month periods ended 31 October 2017 and 30 April 2018 and during the period from and including 1 May 2018 to and including 30 July 2018 (being the latest practicable date prior to the publication of this document).

11. PROFIT FORECAST

11.1 Profit forecast

On 19 March 2018, 16 May 2018 and 11 July 2018 Micro Focus issued guidance that on a pro forma currency basis it expected to report revenues for the 12 months to 31 October 2018 between six per cent. to nine per cent. lower relative to the 12 month revenues to 31 October 2017, and the further guidance (which constitutes a profit forecast) that at the midpoint of this revenue range, Micro Focus expected to achieve an Adjusted EBITDA margin percentage of approximately 37 per cent. in the 12 months to 31 October 2018.

The above statements constitute a profit forecast for the purposes of the Listing Rules. The profit forecast relates to the period ending 31 October 2018 and relates to Adjusted EBITDA. The profit forecast has been properly compiled on the basis of the assumptions set out below and the basis of accounting is consistent with the accounting policies of the Micro Focus Group in preparing its financial statements for the six months ended 30 April 2018.

The Directors have considered and confirm that the profit forecast remains correct at the date of this document.

The profit forecast does not take into account any impact of the Transaction.

11.2 Basis of Preparation

Adjusted EBITDA is defined asthe Micro Focus Group's Adjusted Operating Profit before depreciation of property, plant and equipment, amortisation of purchased software, foreign exchange gains or losses, and net capitalisation or amortisation of product development costs. Adjusted Operating Profit is defined as the Micro Focus Group's operating profit before exceptional items, share based compensation and amortisation of purchased intangibles. Exceptional items are those items that in management's judgement need to be separately disclosed by virtue of their size, nature or incidence. Adjusted EBITDA, Adjusted Operating Profit and exceptional items are "non-GAAP" measures and therefore may not be directly comparable with similarly titled measures used by other companies.

The Directors have prepared the profit forecast based on the unaudited published results for the six months ended 30 April 2018, the unaudited management accounts for the two months ended 30 June 2018 and a forecast of the results for the period to 31 October 2018.

11.3 Assumptions

The profit forecast has been prepared on the basis of the following assumptions during the forecast period.

Factors outside the influence or control of the Directors:

• (a) there will be no material change in the political and/or economic environment that would materially affect the Micro Focus Group;
• (b) there will be no material change in market conditions in relation to customer demand or the competitive environment;
• (c) there will be no material change in legislation or regulatory requirements impacting on the Micro Focus Group's operations or its accounting policies;
• (d) there will be no business disruptions that materially affect the Micro Focus Group, its customers or operations, including natural disasters, acts of terrorism, cyber-attack and/or technological issues or supply chain disruptions;
• (e) foreign exchange rates will not vary materially from spot rates as at close of day 19 July 2018;
• (f) there will be no material technological developments in the infrastructure software market that disrupt the Micro Focus Group's core services; and
• (g) there will be no material change in the management or control of the Micro Focus Group.

Factors within the influence or control of the Directors:

• (a) there will be no material acquisitions or disposals;
• (b) there will be no material change in the existing operational strategy of the Micro Focus Group;
• (c) there are no material strategic investments over and above those currently planned; and

(d) there will be no material change in the mix of licence, maintenance, subscription and services revenues, and the conversion rates of new licences and licence renewals being materially in line with the Board's expectations, based on past trading experience and the current pipeline.

12. CONSENTS

• 12.1 Numis has given and not withdrawn its written consent to the issue of this document with reference to its name being included in the form and context in which it appears.
• 12.2 KPMG has given and has not withdrawn its written consent to the inclusion in this document of its accountant's report on the pro forma financial information in Section A of Part IV (Pro Forma Financial Information) of this document in the form and context in which it is included.

13. SOURCES AND BASES FOR FINANCIAL INFORMATION

Financial information relating to the SUSE Business, unless otherwise stated, has been extracted without material adjustment from the SUSE Historical Financial Information set out in Part III (Financial Information relating to the SUSE Business).

Unless otherwise indicated, financial information in this document relating to the SUSE Business has been prepared in accordance with IFRS and in accordance with the accounting policies adopted by Micro Focus in preparing its financial statements for the six months ended 30 April 2018.

The financial information contained in this document does not amount to statutory accounts within the meaning of section 434(3) of the Companies Act.

14. INFORMATION INCORPORATED BY REFERENCE

Information from the following documents has been incorporated into this document by reference:

• 14.1 the audited annual report and accounts of the Micro Focus Group for the two financial years ended 30 April 2016 and 30 April 2017;
• 14.2 the interim reports of the Micro Focus Group for the six months ended 31 October 2017 and 30 April 2018;
• 14.3 the HPE Circular;
• 14.4 the HPE Prospectus.

The table below sets out the various sections of such documents which are incorporated by reference so as to provide the information required under the Listing Rules.

Reference document	Information incorporated by reference	Document page reference	Page number(s) in this document
2016 annual report and accounts	Note 38	p145-146	p39
2017 annual report and accounts	Note 38	p157	p39
2017 interim report	Note 26	p61	p39
2018 interim report	Note 24	p36	p39
HPE Circular	Part VI (Principal Terms of the Transaction)	p120-132	p37-38
HPE Prospectus	Paragraph 4 of Part XI (Additional Information)	p285	p38

Any Shareholder, person with information rights or other person to whom this document is sent may request a copy of this document and each of the documents set out above in hard copy form. Hard copies will only be sent where valid requests are received from such persons. Requests for hard copies are to be submitted to The Company Secretary, by calling 0333 207 6534 if calling from the UK and +44 121 415 0855 if calling from overseas. Calls to this number are charged at national rate if made from inside the UK. Calls from outside the UK are chargeable at applicable international rates. Lines are open 9.00 a.m. (London time) to 5.00 p.m. (London time), Monday to Friday (with the exception of UK bank and public holidays). Requests can also be made in writing to The Company Secretary, Micro Focus International plc, The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN. All valid requests will be dealt with as soon as possible and hard copies mailed by no later than two Business Days following such request. Where documents incorporated by reference into this document incorporate further information or documents by reference, such further information is not incorporated by reference into this document.

15. DOCUMENTS ON DISPLAY

Copies of the documents listed below may be inspected free of charge at Micro Focus' website (www.microfocus.com) and will be made available for inspection during business hours on any weekday (Saturdays, Sundays and bank holidays excepted) at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL up to and including 21 August 2018 and will also be available for inspection at the General Meeting for at least fifteen minutes prior to and during the General Meeting:

• 15.1 the Company's articles of association;
• 15.2 the audited annual report and accounts of the Micro Focus Group for the two financial years ended 30 April 2016 and 30 April 2017;
• 15.3 the interim reports of the Micro Focus Group for the six months ended 31 October 2017 and 30 April 2018;
• 15.4 the report from KPMG contained in Part IV (Pro Forma Financial Information) of this document;
• 15.5 the written consents referred to in paragraph 12 of this Part VII (Additional Information);
• 15.6 the HPE Prospectus;
• 15.7 the HPE Circular;
• 15.8 the Transaction Agreement; and
• 15.9 this document.

PART VII

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

Adjusted EBITDA	Adjusted Operating Profit before depreciation of property, plant and equipment, amortisation of purchased software, foreign exchange gains or losses, and net capitalisation or amortisation of product development costs
Adjusted Operating Profit	the operating profit before exceptional items, share based compensation and amortisation of purchased intangibles
ADR	American Depositary Receipt representing an Ordinary Share
Articles	the articles of association of Micro Focus
Board or Micro Focus Board	the board of directors of Micro Focus from time to time
Business Day	a day (excluding Saturdays, Sundays and public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal banking business
Circular	this document
Cloud	the deployment of IT infrastructure on a model that separates applications and/or data from the devices that access these applications or data. The intermediary between the access device and the application and/or data is either a network (public or private), or the internet
COBOL	Common Business Oriented Language, a compiled English like computer programming language designed for business use
Companies Act	the Companies Act 2006, as amended
Completion	completion of the Transaction
Completion Date	the date of Completion
Containers	building blocks which allow users to package and deploy applications on any virtual or physical infrastructure, integrating all its dependencies such as code, runtime, system tools and system libraries
Continuing Business	the business of the Continuing Group
Continuing Group	the Company and its subsidiary undertakings with effect from Completion
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)
CREST Manual	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual,

	Daily Timetable, CREST Application Procedure and CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended
CREST Proxy Instructions	the proxy appointment or instruction made via CREST, authenticated in accordance with Euroclear's specifications and containing the information set out in the CREST Manual
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time
Deferred Share Bonus Plan	the Micro Focus Deferred Share Bonus Plan
Deposit Agreement	the agreement between the Company and Deutsche Bank Trust Company Americas relating to the Micro Focus American Depositary Shares dated 11 August 2017
Depositary	Deutsche Bank Trust Company Americas
DevOps	Development and Operations
Directors	the directors of Micro Focus whose names are set out in paragraph 3.1(a) (Directors) of Part VII (Additional Information) of this document and Director means any one of them
Disclosure Guidance and Transparency Rules	the disclosure guidance and transparency rules made by the FCA under section 73A of FSMA, as amended from time to time
Employee Matters Agreement	the Employee Matters Agreement dated 7 September 2016, as amended, between HPE, Seattle and Micro Focus
EQT	where used on its own, is an umbrella term and may refer interchangeably to EQT AB Group, SEP Holdings Group and EQT Funds, as the context requires
EQT AB Group	EQT AB and/or any one or more of its direct or indirect subsidiaries
EQT Equity Advisory Team	the team of advisory professionals who provide advice on behalf of EQT Partners, either directly or indirectly to the general partners and/or managers of the EQT Equity Funds
EQT Equity Funds	certain EQT Funds including EQT VIII
EQT Funds	from time to time, investment vehicles or other arrangements and any of their respective successors, in each case managed and/or operated by a member of the EQT AB Group, as the context requires
EQT Partners	EQT Partners AB and/or certain of its subsidiaries appointed as advisors and/or sub-advisors to the general partners and/or managers of certain EQT Funds, as the context requires
EQT VIII	EQT VIII SCSp, which acts as an indirect aggregator vehicle for the various limited partnerships and co-investment schemes comprising the fund known as "EQT VIII"
Equity Commitment Letter	the equity commitment letter dated 1 July 2018 from EQT VIII SCSp (acting by its manager, EQT Fund Management S.à r.l) to the Purchaser, Micro Focus and the Sellers
Euroclear	Euroclear UK & Ireland Limited, the operator of CREST

Executive Directors	the directors whose names are set out in paragraph 3.2(a) of Part VII (Additional Information)
Facility Agreements	the New Micro Focus Facility Agreement and the New Seattle Facility Agreement
Financial Conduct Authority or FCA	the UK Financial Conduct Authority
Form of Proxy	the form of proxy which accompanies this document for use at the General Meeting
FSMA	the Financial Services and Markets Act 2000, as amended
GAAP	generally accepted accounting principles
General Meeting	the general meeting of Micro Focus to be held at 11 a.m. on 21 August 2018, or any adjournment thereof, to consider and, if thought fit, approve the Resolution, notice of which is set out at the end of this document
HPE	Hewlett Packard Enterprise Company (a Delaware corporation)
HPE Circular	the circular published by Micro Focus in connection with the HPE Merger on 9 May 2017
HPE Merger	the merger of Micro Focus and the software division of HPE on 7 September 2017 on the terms and subject to the conditions set out in the HPE Merger Agreement
HPE Merger Agreement	the Agreement and Plan of Merger dated 7 September 2016 between Micro Focus, HPE, Seattle MergerSub Inc., Seattle Holdings Inc. and Seattle SpinCo
HPE Prospectus	the prospectus published by Micro Focus in connection with the HPE Merger on 28 July 2018
HPE Transitional Services Agreement	the Transitional Services Agreement dated 7 September 2017 between HPE and Seattle SpinCo
IFRS	the International Financial Reporting Standards as adopted by the EU
Intellectual Property Matters Agreement	the Intellectual Property Matters Agreement dated 7 September 2017 between HPE, Hewlett Packard Enterprise Development LP and Seattle
IT	information technology
KPMG	KPMG LLP
Linux	a version of Unix that is made available under the free and Open Source development and distribution model
Listing Rules	the Listing Rules of the FCA
London Stock Exchange	London Stock Exchange plc
LTIP	Micro Focus Long Term Incentive Plan
Lux Holdco	Marcel Lux IV Sarl, an indirect parent undertaking of the Purchaser

Market Abuse Regulation	Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse
Micro Focus	Micro Focus International plc (a public limited company organised under the laws of England and Wales)
Micro Focus Group	Micro Focus and its subsidiaries and subsidiary undertakings as at the date of this document
Micro Focus Term Loan Facilities	the US\$2.4 billion term loan facilities provided to MA FinanceCo, LLC pursuant to the New Micro Focus Facility Agreement
New Micro Focus Facility Agreement	the New York law governed credit agreement dated 31 August 2017 relating to the Micro Focus Term Loan Facilities and the Revolving Credit Facility
New Seattle Facility Agreement	the New York law governed credit agreement dated 31 August 2017 relating to the Seattle Term Loan Facility
Non-Executive Directors	the directors whose names are set out in paragraph 3.2(c) of Part VII (Additional Information)
Notice	the notice of the General Meeting, which is set out at the end of this Circular
Numis	Numis Securities Limited
Official List	the official list of the UKLA
Open Source	the practice of making software source code freely available in the public domain to software engineers for modification or distribution
OpenStack	a free and open-source software platform for Cloud computing, mostly deployed as Infrastructure as a Service, whereby virtual servers and other resources are made available to customers
Ordinary Shares	ordinary shares of 10 pence in each in the capital of Micro Focus
Pro Forma Financial Information	the unaudited pro forma statement of net assets and the unaudited pro forma income statement of the Continuing Group contained in Part IV (Pro Forma Financial Information) of this document
Prospectus Rules	the Prospectus Rules of the FCA
Purchaser	Marcel BidCo GmbH
Q1 2019	1 January 2019 to 31 March 2019
Real Estate Matters Agreement	the Real Estate Matters Agreement dated 7 September 2017 between HPE and Seattle
Registrars or Equiniti	Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
Resolution	the resolution to be proposed at the General Meeting which is set out in the Notice
Revolving Credit Facility	the revolving credit facility of up to US\$500 million provided to MA FinanceCo, LLC pursuant to the New Micro Focus Facility Agreement

RIS	any of the services authorised by the FCA from time to time for the purpose of disseminating regulatory announcements
SaaS	Software as a Service
Seattle SpinCo or Seattle	Seattle SpinCo, Inc.
Seattle Term Loan Facility	the US\$2.6 billion term loan facility provided to Seattle SpinCo pursuant to the New Seattle Facility Agreement
Sellers	Marcel Holdings LLC, Novell Cayman Software Unlimited Company and Micro Focus Software Inc.
Separation	the separation of the SUSE Business from the Micro Focus Group in accordance with the terms and conditions of the Transaction Agreement
SEP Holdings Group	SEP Holdings B.V. and and/or CBTJ Financial Services B.V. and/or any one or more of their direct or indirect subsidiaries
Separation and Distribution Agreement	the Separation and Distribution Agreement dated 7 September 2016 between HPE and Seattle SpinCo, as amended on 7 September 2017
Shareholder	a holder of Ordinary Shares
SIR 2000	Standards for Investment Reporting 2000
SUSE Business	the SUSE business segment of the Micro Focus Group, which is to be transferred to (or continuing by, as applicable) the members of the SUSE Group, in accordance with the terms and conditions of the Transaction Agreement, prior to Completion
SUSE Financial Information	the financial information relating to the SUSE Business as at 30 April 2017 and 30 April 2018 and for the 12 month periods ended 30 April 2015, 30 April 2016, 30 April 2017 and 30 April 2018 contained in Part III (Financial Information relating to the SUSE Business) of this document
SUSE Group	the Transferring Companies and their subsidiary undertakings that will comprise the SUSE Business
Tax Matters Agreement	the Tax Matters Agreement dated 7 September 2017 between HPE, Seattle SpinCo and Micro Focus
Transaction	the proposed disposal by the Sellers of the SUSE Business to the Purchaser on the terms and subject to the conditions set out in the Transaction Agreement
Transaction Agreement	the transaction agreement dated 1 July 2018 between Micro Focus, the Sellers, the Purchaser and Lux Holdco and setting out the terms and conditions of the Transaction, further details of which are set out in Part V (Principal Terms and Conditions of the Transaction) of this document
Transferring Companies	Mertus 435. GmbH, SUSE Linux GmbH and SUSE LLC
Transitional Services Agreement	the transitional services agreement to be entered into between Micro Focus and the Purchaser, pursuant to which Micro Focus will provide certain services to the Purchaser, further details of which

	are set out in Part V (Principal Terms and Conditions of the Transaction) of this document
UK	the United Kingdom of Great Britain and Northern Ireland
UKLA or UK Listing Authority	the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA
Unix	a computer operating system, which acts as an intermediary between application programs and computer hardware
US	the United States of America, its territories, its possessions and all areas subject to its jurisdiction

MICRO FOCUS INTERNATIONAL PLC

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Micro Focus International plc (the "Company") will be held at 11 a.m. on 21 August 2018 at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT for the purpose of considering and, if thought fit, passing the following resolution (the "Resolution"), as an ordinary resolution:

ORDINARY RESOLUTION

1. THAT:

• (A) the proposed disposal by the Company of the SUSE business segment of the Company's group (the "Transaction") substantially on the terms and subject to the conditions of the Transaction Agreement dated 1 July 2018 between the Company, Marcel Holdings LLC, Novell Cayman Software Unlimited Company, Micro Focus Software Inc., Marcel BidCo GmbH and SUSE Lux IV Sarl (the "Transaction Agreement") and all other agreements and ancillary documents contemplated by the Transaction Agreement, be and are approved with any changes as are permitted in accordance with resolution (B) below; and
• (B) the directors of the Company (the "Directors") (or any duly authorised committee of the Directors) be and are authorised:
• (i) to do or procure to be done all such acts and things on behalf of the Company and any of its subsidiaries as the Directors (or any duly authorised committee of the Directors) consider necessary, expedient or desirable in connection with, and to implement, the Transaction; and
• (ii) to agree such modifications, variations, revisions, waivers, extensions, additions or amendments (not being modifications, variations, revisions, waivers, extensions, additions or amendments of a material nature) as the Directors (or any duly authorised committee of the Directors) may in their absolute discretion deem necessary, expedient or desirable in connection with the Transaction.

By order of the Board Registered office Jane Smithard Micro Focus International plc Company Secretary The Lawn 31 July 2018 22-30 Old Bath Road Newbury Berkshire RG14 1QN United Kingdom

Notes:

• 1. A Shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a Shareholder of the Company but they must be registered in advance and attend the General Meeting to represent you. A Form of Proxy which may be used to make such appointment and give proxy instructions accompaniesthis Notice of General Meeting. In order to be valid an appointment of proxy must be returned by post, by courier or (during normal business hours only) by hand to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, and must be received by Equiniti Limited by 11 a.m. (UK time) on 17 August 2018, or if the General Meeting is adjourned, 48 hours (excluding non-Business Days) prior to the adjourned meeting. A proxy may also be appointed electronically and further details are set out at Note 2 and Note 9 below. Appointment of a proxy does not preclude a Shareholder from attending the General Meeting and voting and speaking in person if they are so entitled and wish to do so. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact the Company's Registrars, Equiniti on 0371 384 2734 or +44 121 415 7047 from outside the UK (calls to this number from outside the UK will be charged at applicable international rates). Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) (Monday to Friday except public holidays in England and Wales).
• 1. To appoint a proxy electronically log on to the Company's Registrars' website at www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, each of which is printed on the face of the Form of Proxy. Full details of the procedures are given on the website. Alternatively, if you have already registered with the Company's Registrars' online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk and clicking on 'Company Meetings'. Instructions are given on the website. If you are a member of CREST, you may use the CREST electronic appointment service, details of which are set out at Note 9.
• 1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
• 1. The statement of the rights of Shareholders in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons. Such rights can only be exercised by Shareholders of the Company.
• 1. Voting on the Resolution set out in the notice of General Meeting will be on a poll. The Chairman will invite each Shareholder, corporate representative and proxy present at the General Meeting to complete a poll card indicating how they wish to cast their votes in respect of the Resolution. In addition, the Chairman will cast the votes for which he has been appointed as proxy. Poll cards will be collected at the end of the General Meeting. Once the results have been verified by the Company's Registrars, Equiniti, they will be notified to the FCA, announced through an RIS and will be available to view on the Company's website (www.microfocus.com).
• 1. A Shareholder has a right to put to the Directors any questions relating to the business to be dealt with at the General Meeting. The Company must give an answer to any such question relating to the business being dealt with at the General Meeting, except if:
• (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• (b) the answer has already been given on a website in the form of an answer to a question; or
• (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. The Company, pursuant to the Uncertificated Securities Regulations 2001 (as amended) and section 360B(2) of the Act,specifies that only those Shareholders on the register of members as at 6.30 p.m. (UK time) on 17 August 2018 shall be entitled to attend or vote at the General Meeting in respect of the number of shares registered in their names at that time (or, in the event of any adjournment, at 6.30 p.m. (UK time) on the day which is two Business Days before the day of the adjourned meeting). Changes to entries on the register of members after such time shall be disregarded in determining the right of any person to attend or vote at the General Meeting.
• 1. As at 30 July 2018 (being the last practicable Business Day prior to the publication of the Circular) the Company's issued share capital consisted of 436,474,494 Ordinary Shares (of which none were held in treasury), carrying one vote each. The total number of voting rights in the Company as at 30 July 2018 was 436,474,494.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a

previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA19) by 11 a.m. on 17 August 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. If all Ordinary Shares have been sold or transferred by the addressee, this Notice and any other relevant documents (but not any personalised Form of Proxy) should be passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Ordinary Shares you should retain these documents and contact the person through whom the sale or transfer was effected. However, the distribution of this Notice and any other relevant documents into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Notice comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions.
• 1. American Depositary Receipts (ADRs): If you hold Micro Focus ADRs as at 5 p.m. (United States Eastern Standard Time (EST)) on 20 July 2018, you will be entitled to instruct Deutsche Bank Trust Company Americas (the ADR Depositary) to vote the shares represented by your ADR at the General Meeting on your behalf as your proxy. If you hold your ADR directly on the register of ADR holders maintained by the ADR Depositary, simply complete and return the relevant ADR proxy card provided to the ADR Depositary to arrive by the voting deadline, 10 a.m. (EST) on 13 August 2018 (or 11:59 p.m. (EST) on 12 August 2018 if providing instructions electronically). If you hold your ADR indirectly through a bank, broker or nominee, you will receive the relevant materials pursuant to which you will be able to exercise your right to instruct the ADR Depositary to vote the shares represented by your ADR on your behalf as your proxy.
• 1. Copies of the Circular will be available for inspection at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL during usual business hours (Saturdays, Sundays and English public holidays excepted) from the date of this Notice until the conclusion of the General Meeting and at the General Meeting itself for at least 15 minutes prior to and during the General Meeting.
• 1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
• 1. In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
• 1. 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 company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 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 by 11 a.m. (UK time) on 17 August 2018, or if the General Meeting is adjourned, 48 hours prior (excluding non-Business Days) to the adjourned meeting.
• 1. You may not use any electronic address (within the meaning of section 333(4) of the Act) provided in either this Notice of General Meeting or any related document (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.
• 1. In accordance with section 311A of the Act, the contents of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the General Meeting and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice will be available on the Company's website www.microfocus.com.
• 1. Unless the context otherwise requires, the definitions used in the Circular shall apply in this Notice.