MS INTERNATIONAL PLC — AGM Information 2022

Feb 25, 2022

Form of proxy – Micro Focus International plc Annual General Meeting – 30 March 2022

Please read the notes and instructions below and opposite before completing this form.

VOTING ID TASK ID SHAREHOLDER REFERENCE NUMBER
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I/We hereby appoint the Chairman of the meeting, or (please refer to Explanatory Note 2).

the contract of the contract of the contract of the contract of the contract of the contract of the contract of

as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* at the Annual General Meeting ("AGM") of Micro Focus International plc (the "Company") to be held at 3pm (UK time) on 30 March 2022 and at any adjournment thereof.

* For the appointment of more than one proxy, please refer to Explanatory Note 3.

n Please tick here to indicate that this is one of multiple instructions being given.

Please indicate in the appropriate boxes how you wish the proxy to vote in respect of each of the following resolutions, inserting an "X" where all your votes are to be voted in the same way in respect of a resolution or inserting the number of shares you wish the proxy to vote in respect of a resolution where you don't want all your shares to be voted or you don't want them all to be voted in the same way.

Ordinary resolutions	For	Against Vote	withheld
1 To receive the Company's accounts, together with the reports of the directors of the Company (the "Directors") and the auditor (the "Annual Report") for the year ended 31 October 2021
2 To declare a final dividend of 20.3 cents per ordinary share forthe year ended 31 October 2021
3 To approve the Directors' Remuneration report for the year ended 31 October 2021 (the "Remuneration Report"), other than the section setting out the Directors' Remuneration Policy
4 To elect Matt Ashley as a Director
5 To elect Pauline Campbell as a Director
6 To re-elect Greg Lock as a Director
7 To re-elect Stephen Murdoch as a Director
8 To re-elect Richard Atkins as a Director
9 To re-elect Amanda Brown as a Director
10 To re-elect Lawton Fitt as a Director
11 To re-elect Robert Youngjohns as a Director
12 To approve the re-appointment of KPMG LLP as auditor of the Company
13 To authorise the Directors to determine the remuneration of the auditor of the Company
14 To authorise the Directors to allot ordinary shares in the Company
Special resolutions
15 To empower the Directors to allot ordinary shares for cash on a non pre-emptive basis
16 To empower the Directors to allot ordinary shares for cash on a non pre-emptive basis for purposes of acquisitions or specified capital investments
17 To authorise the Company to purchase its own shares
18 To adopt new Articles of Association of the Company
19 To authorise the Company to hold general meetings on 14 clear days' notice

Signature Date

The proxy is to vote as instructed in respect of the resolutions specified above. In the absence of instructions the proxy may vote or abstain as he or she thinks fit on the resolutions specified above and, unless instructed otherwise, on any other business (including amendments to resolutions or motions to adjourn the AGM) which may come before the meeting.

Any alterations to this form of proxy should be initialled.

Please return this form of proxy. When you have completed and signed this form, please detach and return it to the Company's Registrar, Equiniti, whose address is on the back. Alternatively, if you hold your shares in uncertificated form, you may appoint a proxy using CREST electronic proxy appointment service, details of which are set out in Note 8 to the Notice of AGM.

Postage has been paid.

To be valid, the proxy form must be received no later than 3pm (UK time) on 28 March 2022 (or if the AGM is adjourned, 48 hours (excluding non-business days) before the time for holding the adjourned AGM).

	Na me (s)	in at th e r eg ist rat ion de sk . It wi ll h elp yo u g ain
	Sig na tu re( s)	ad mi ss ion to th e m ee tin g.

the Micro Focus International plc website at:

Notice of Availability

Financial Statements for the year ending 31 October 2021 are also now available to view on Please note that the Notice of Annual General Meeting and the Annual Report and

If you attend the AGM, please complete this admission card where indicated and hand it

www.microfocus.com/en-us/investors

	Sig na tu re( s)

Date

2022

Admission card

Annual General Meeting (" AGM") of Micro Focus International plc to be held at the Company's offices at The on 30 March 2022 at 3pm (UK time). Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN

on 30 March 2022 at 3pm (UK time). is to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN The Annual General Meeting of Micro Focus International plc

Directions to Micro Focus: From the M4 junction 13, follow the A34 (Newbury bypass) Street is pedestrianised from 10am till 6pm weekdays. is located on the left-hand side, approximately ¼ mile along. Please note: Northbrook – Turn right just past the Starting Gate Pub (on left) into Old Bath Road – Micro Focus to the Bath Road Junction for Hungerford and Speen – Follow signs for Newbury A4

From South: As inset A4 exit A34. Public transport: A short taxi ride from rail and bus stations. Telephone:+44 (0)1635 565200

The 2022 Annual General Meeting of Micro Focus International plc is to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN on 30 March 2022 at 3pm (UK time).

• 1 If you cannot attend the AGM but wish to vote on the resolutions, you are entitled to appoint someone else as proxy. Completion and return of a form of proxy does not ordinarily prevent a member from attending and voting at an annual general meeting. However, in light of the ongoing uncertainty relating to the COVID-19 pandemic, the Directors strongly encourage you to appoint the Chairman of the meeting as your proxy to ensure that your votes are counted.
• 2 If you wish to appoint someone other than the Chairman of the AGM as your proxy, please insert his/her name in the space provided and delete 'the Chairman of the meeting'.
• 3 To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Company's Registrar, Equiniti on 0371 384 2734 from within the UK or +44 (0)121 415 0804 from outside the UK (calls to this number from outside the UK will be charged at applicable international rates). Lines are open 8.30am to 5.30pm (UK time) (Monday to Friday excluding public holidays in England and Wales). Alternatively, you may copy this form. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which he/she is authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement. Please also indicate by ticking the additional box provided if the proxy instruction is one of multiple separate instructions being given. All forms must be signed and should be returned together. As noted above, however, the Directors strongly encourage you to appoint the Chairman of the meeting as your proxy to ensure that your votes are counted.
• 4 The 'Vote withheld' option on the form of proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
• 5 If the form of proxy is signed by someone else on your behalf, the original or a certified copy of the document evidencing their authority to sign must be returned with the form of proxy. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
• 6 In the case of a joint holding, any holder may sign. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 7 To be valid, the form of proxy must reach the Company's Registrar, Equiniti, or, if you wish to vote via the internet (www.sharevote.co.uk) or CREST, your EPA or CREST proxy instruction, respectively, must be received, by no later than 3pm (UK time) on 28 March 2022 or if the AGM is adjourned, 48 hours (excluding non-working days) before the time for holding the adjourned AGM.
• 8 Full details of the resolutions to be proposed at the AGM, with further explanatory notes, are set out in the 2022 Notice of Annual General Meeting enclosed with this card.
• 9 If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.

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