D Share Scheme - Purchase Offer

MICRO FOCUS INTERNATIONAL PLC

(the "Company")

D SHARE SCHEME - PURCHASE OFFER

28 October 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND (THE "RESTRICTED TERRITORIES")

Numis Securities Limited ("Numis") hereby makes the Purchase Offer, acting as principal (and not as agent, nominee or trustee), to purchase 32,473,432 D Shares (the "Capital Option D Shares") that were issued in satisfaction of valid elections by Shareholders for the Capital Option under the D Share Scheme. Under the Purchase Offer, which is being made in the manner, on the terms and subject to the conditions set out in the circular published by the Company on 4 September 2013 in relation to the D Share Scheme (the "Circular"), Numis will purchase the Capital Option D Shares for 60 pence per Capital Option D Share, free of all dealing expenses and commissions.

No action is required by Shareholders to accept the Purchase Offer. It is expected that Shareholders entitled to receive payment in respect of the proceeds of sale of those D Shares under the Purchase Offer will be sent cheques or, if Shareholders held their Existing Ordinary Shares in CREST, will have their CREST accounts credited by 12 November 2013.

Unless the context otherwise requires, capitalised terms used in this announcement shall have the meaning ascribed to them in the Circular.

Enquiries:

For further information, please contact:

Micro Focus International plc Tel: +44 (0) 1635 32646

Kevin Loosemore, Executive Chairman

Mike Phillips, Chief Financial Officer

Tim Brill, IR Director

Numis Securities Limited Tel: +44 (0)20 7260 1000

Simon Willis

Freddie Barnfield

Important Information

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the Restricted Territories.

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the Restricted Territories.

None of the D Shares or other classes of shares in the capital of the Company referred to in the Circular have been or will be registered under the US Securities Act 1933, as amended (the "US Securities Act"), or the state securities laws of the Unites States and none of them may be offered or sold in the United States unless pursuant to a transaction that has been registered under the US Securities Act and the relevant state securities laws or a transaction that is not subject to the registration requirements of the US Securities Act and the relevant state securities law, either due to an exemption thereform or otherwise. The Purchase Offer is not being made in or into the United States or any other Restricted Territory.

Numis, which is authorised in the UK under FSMA and which is regulated by the FCA, is acting as financial adviser and corporate broker in connection with the Return of Value. Numis is acting exclusively for the Company in connection with the Return of Value and for no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Numis nor for providing any advice in relation to the Return of Value or any other matter referred to in this announcement or the Circular. No liability is accepted by Numis for the accuracy of any information contained in the Circular or this announcement or the omission of any material information for which it is not responsible. Numis is not making any representation or warranty, express or implied, as to the contents of the Circular or this announcement.