30th Mar 2022 16:22
30 March 2022
Micro Focus International plc
Results of Annual General Meeting
The Annual General Meeting (the "Meeting") of Micro Focus International plc (the "Company, "Micro Focus", LSE: MCRO.L) was held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN at 3.00pm on Wednesday 30 March 2022.
All resolutions put to the Meeting as set out in the Notice of Annual General Meeting were voted on by means of a poll. The voting results below show the total of all the votes cast on a poll. The poll results will also be posted on the Company's website.
Resolution (No. as noted on proxy form) | Votes For | % | Votes Against | % | Total Votes Cast (Excluding Votes Withheld / Abstentions) | % of Issued Share Capital Voted | Votes Withheld / Abstentions |
1. To receive the Company's accounts, together with the reports of the directors of the Company and the auditors for the year ended 31 October 2021 | 229,348,436 | 99.81 | 434,325 | 0.19 | 229,782,761 | 68.42 | 1,547,645 |
2. To declare a final dividend of 20.3 cents per ordinary share for the year ended 31 October 2021 | 231,141,462 | 99.97 | 74,689 | 0.03 | 231,216,151 | 68.85 | 114,255 |
3. To approve the Directors' Remuneration report for the year ended 31 October 2021 | 212,169,591 | 92.57 | 17,021,457 | 7.43 | 229,191,048 | 68.24 | 2,140,357 |
4. To elect Matt Ashley as a Director | 229,895,936 | 99.49 | 1,168,777 | 0.51 | 231,064,713 | 68.80 | 266,684 |
5. To elect Pauline Campbell as a Director | 230,418,215 | 99.72 | 653,782 | 0.28 | 231,071,997 | 68.80 | 259,400 |
6. To re-elect Greg Lock as a Director | 217,959,114 | 94.81 | 11,936,812 | 5.19 | 229,895,926 | 68.45 | 1,435,479 |
7. To re-elect Stephen Murdoch as a Director | 230,246,532 | 99.62 | 876,765 | 0.38 | 231,123,297 | 68.82 | 208,108 |
8. To re-elect Richard Atkins as a Director | 228,415,006 | 98.85 | 2,655,234 | 1.15 | 231,070,240 | 68.80 | 261,166 |
9. To re-elect Amanda Brown as a Director | 220,300,052 | 96.12 | 8,892,501 | 3.88 | 229,192,553 | 68.24 | 2,138,853 |
10. To re-elect Lawton Fitt as a Director | 211,363,803 | 91.47 | 19,698,769 | 8.53 | 231,062,572 | 68.80 | 268,834 |
11. To re-elect Robert Youngjohns as a Director | 228,394,160 | 98.85 | 2,666,775 | 1.15 | 231,060,935 | 68.80 | 270,470 |
12. To re-appoint KPMG LLP as auditors | 229,526,027 | 99.29 | 1,645,740 | 0.71 | 231,171,767 | 68.83 | 159,638 |
13. To authorise the Directors to determine the remuneration of the auditors | 230,460,655 | 99.70 | 700,007 | 0.30 | 231,160,662 | 68.83 | 170,744 |
14. To authorise the Directors to allot ordinary shares | 227,483,134 | 98.42 | 3,645,943 | 1.58 | 231,129,077 | 68.82 | 202,329 |
15. To empower the Directors to allot ordinary shares on a non pre-emptive basis* | 230,201,890 | 99.61 | 892,629 | 0.39 | 231,094,519 | 68.81 | 236,886 |
16. To empower the Directors to allot ordinary shares on a non pre-emptive basis for acquisitions or capital investments* | 219,344,405 | 94.92 | 11,729,032 | 5.08 | 231,073,437 | 68.80 | 257,968 |
17. To authorise the Company to purchase its own shares* | 229,969,951 | 99.51 | 1,136,399 | 0.49 | 231,106,350 | 68.81 | 225,056 |
18. To adopt new Articles of Association of the Company* | 230,288,035 | 99.67 | 756,322 | 0.33 | 231,044,357 | 68.79 | 287,048 |
19. To authorise the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice* | 218,850,794 | 94.69 | 12,277,381 | 5.31 | 231,128,175 | 68.82 | 203,199 |
* Passed as special resolutions.
Notes:
1. The total number of ordinary shares of £0.10 each in the capital of the Company (excluding shares held in treasury) on the shareholder register at 6.30 p.m. (UK time) on 28 March 2022, being those eligible to be voted on at the Meeting, was 335,846,622.
2. All resolutions were passed.
3. Any proxy appointments which gave discretion to the Chairman have been included in the "Votes For" total.
4. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the "Votes For" and "Votes Against" a resolution.
In accordance with Listing Rule 9.6.2, a copy of Resolutions 14 to 19 (inclusive), passed as Special Business at the Annual General Meeting, have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The full text of the resolutions is shown in the Notice of Meeting which is available on our website at https://www.microfocus.com/media/investors-report/2022-notice-of-general-meeting-report.pdf
Enquiries:
Micro Focus Tel: +44 (0)1635 32646
Stephen Murdoch, CEO [email protected]
Matt Ashley, CFO
Ben Donnelly, Head of Investor relations
Brunswick Tel: +44 (0)20 7404 5959
Sarah West [email protected]
Jonathan Glass
Notes to Editors:
About Micro Focus
Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise software company supporting the technology needs and challenges of the Global 2000. Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our product portfolios are Security, IT Operations Management, Application Delivery Management, Information Management & Governance and Application Modernization & Connectivity. For more information, visit: www.microfocus.com
LEI: 213800F8E4X648142844
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