MS INTERNATIONAL PLC — AGM Information 2019

Apr 29, 2019

COMPANY NUMBER: 5134647

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTION OF

MICRO FOCUS INTERNATIONAL PLC

At a General Meeting of the above named Company, duly convened and held at 9 a.m. on 29 April 2019 at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT, the following Resolution was passed.

SPECIAL RESOLUTION

THAT:

• (A) pursuant to section 21(1) of the Act, the articles of association of the Company be altered by:
• (i) deleting the current article 122 and substituting therefor a new article 122, as set out in full in section C of Part III of the Circular; and
• (ii) deleting the current articles 139 and 140 and substituting therefor new articles 139 and 140 as set out in full in section D of Part III of the Circular;
• (B) the Directors of the Company be and are hereby generally and unconditionally authorised:
• (i) to capitalise a sum not exceeding US\$2.1 billion, standing to the credit of the Company's merger reserve, and to apply such sum in paying up in full up to the maximum number of redeemable shares in the capital of the Company, with such nominal value in pounds sterling as the Directors may determine, carrying the rights and restrictions set out in article 139 of the articles of association of the Company as amended by this Resolution (the "B Shares") that may be allotted pursuant to the authority given by sub-paragraph (B)(ii) below; and
• (ii) in addition and without prejudice to all existing authorities for the purposes of section 551 of the Act, pursuant to section 551 of the Act to exercise all powers of the Company to allot and issue credited as fully paid up (provided that the authority hereby conferred shall expire at the close of business on 31 July 2019) B Shares up to an aggregate nominal amount of £1.7 billion to the holders of the Ordinary Shares (including any Ordinary Shares underlying the ADSs) in the capital of the Company as shown in the register of members of the Company at 6.00 p.m. (London time) on the date falling the Business Day prior to the expected date of Admission (as defined below) (the "Existing Ordinary Shares") (other than in respect of Existing Ordinary Shares held in treasury) on the basis of one B Share for each Existing Ordinary Share held and recorded on the register of members of the Company at 6.00 p.m. (London time) on that date (or such other time and/or date as the Directors may in their absolute discretion determine) (the "B Share Scheme Record Time"), (but excluding any such shares which were issued on terms that they are not entitled to such allotment), in accordance with the terms of the Circular;
• (C) subject to the New Ordinary Shares (as defined below) being admitted to the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities by 8.00 a.m. on 30 April 2019 (or such other time and/or

date as the Directors may in their absolute discretion determine) ("Admission"), all of the issued Existing Ordinary Shares be consolidated into one share of a nominal value equal to the aggregate nominal value of all of such Existing Ordinary Shares (the "Interim Share"), which shall be allocated to the holders of the Existing Ordinary Shares in proportion to their holdings of Existing Ordinary Shares prior to the consolidation set out in this sub-paragraph (C) and, immediately thereafter, the Interim Share be subdivided and redesignated into:

• (i) such number of new ordinary shares of 10 pence each in the capital of the Company as shall equal the number of Existing Ordinary Shares in issue at the B Share Scheme Record Time multiplied by 0.8296, rounded down to the nearest Ordinary Share (the "New Ordinary Shares" and each being a "New Ordinary Share") which shall be allocated to the holders of the Existing Ordinary Shares in proportion to their holdings of Existing Ordinary Shares prior to the consolidation set out in this subparagraph (C), provided that, where such allocation would result in any member being entitled to a fraction of a New Ordinary Share, such fraction shall be aggregated with the fractions of a New Ordinary Share (if any) to which other members of the Company would be similarly so entitled and the Directors of the Company be and are hereby authorised to sell (or appoint any other person to sell) all the New Ordinary Shares representing such fractions at the best price reasonably obtainable to any person(s), and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant members who would otherwise be entitled to the fractions so sold, save that any fraction of a penny which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company (and, for the purposes of implementing the provisions of this paragraph, any Director (or any person appointed by the Directors) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the Directors consider necessary or desirable to effect the transfer of such New Ordinary Shares to, or in accordance with the directions of, any buyer of such New Ordinary Shares); and
• (ii) such number of deferred shares of 10 pence each in the capital of the Company as shall equal the number of Existing Ordinary Shares in issue at the B Share Scheme Record Time minus the number of New Ordinary Shares arising pursuant to subparagraph (C)(i) (each a "Deferred Share") having the rights set out in the articles of association of the Company as proposed to be amended by this Resolution, which shall be allocated to the holders of the Existing Ordinary Shares in proportion to their holdings of Existing Ordinary Shares prior to the consolidation set out in this subparagraph (C) provided that, where such consolidation would result in any member of the Company being entitled to a fraction of a Deferred Share, such fraction shall, so far as possible, be aggregated with the fractions of a Deferred Share (if any) to which other members of the Company would be similarly so entitled and the Directors be and are hereby authorised to issue all the Deferred Shares representing such fractions to a nominee, identified by the Directors, who shall hold such Deferred Shares on behalf of the members of the Company entitled to such fractions of a Deferred Share; and
• (D) the Directors be and are hereby authorised to do all such things as they consider necessary or expedient to transfer the Deferred Shares arising as a result of the subdivision and redesignation provided for in sub-paragraph (C) above in accordance with the articles of association of the Company as amended by this Resolution.