Announcement of changes to AGM resolutions

12 September 2016

Micro Focus International plc

Announcement of changes to AGM resolutions

Following discussions with ISS, IVIS and a number of shareholders, the Company announces changes to certain of the resolutions proposed by it at its forthcoming Annual General Meeting to be held on 22 September 2016 (the "AGM"). As a result of those discussions it is now intended that a motion will be put at the AGM to withdraw Resolution 20 (relating to the additional disapplication of statutory pre-emption rights). It is also proposed to seek the approval of a motion at the AGM to amend Resolution 5 (relating to the approval of a new Additional Share Grant ("ASG") programme) so as to provide that on a change of control of the Company the ASGs will not automatically vest in full but instead the extent to which they vest on a change of control will (i) be time apportioned (reflecting the time elapsed between the effective date of grant to the date of any change of control as a proportion of the normal vesting period of 3 years) and (ii) be subject to satisfaction of any performance conditions.

ENDS

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