Proposed return of value to shareholders

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

14 December 2011

MICRO FOCUS INTERNATIONAL PLC

("MICRO FOCUS" OR THE "COMPANY")

PROPOSED RETURN OF VALUE TO SHAREHOLDERS OF 45 PENCE PER SHARE VIA A B/C SHARE SCHEME

Further to the Company's announcement on 7 December 2011, the Company announces that it is today posting the Circular to its shareholders containing details of the proposed 45 pence per share (approximately £83.6 million or $ 130.6 million in aggregate) return of value to Shareholders (the "Return of Value"), including a notice convening a general meeting of the Company to approve the Return of Value.

The Board has decided to effect the Return of Value through a structure involving an issue of B Shares and/or C Shares which would enable all Shareholders, subject to applicable overseas restrictions and tax laws, to elect to receive their return of value proceeds as either income or capital or any combination of the two. Under this proposal, referred to as the "B/C Share Scheme", and subject to shareholder approval being obtained, for every 1 Existing Ordinary Share held at the Record Time, 45 pence per Existing Ordinary Share is to be returned to Shareholders through the issue to them of either one B Share, which will be redeemed by the Company for 45 pence, or one C Share, on which a dividend of 45 pence will be payable.

Key elements of the proposed B/C Share Scheme are as follows:

·; shareholders, other than those in certain Restricted Territories and subject to certain further restrictions detailed in the Circular, can elect to receive their Return of Value proceeds either: (i) from the redemption of B Shares by the Company, (ii) by way of a C Share dividend; or (iii) by any combination of the two alternatives;

·; shareholders in certain Restricted Territories and shareholders who fail to make an election will be deemed to have elected for C Shares;

·; the B/C Share Scheme is conditional upon shareholder approval, which will be sought at a general meeting of the Company to be held at 10.00 a.m. on 6 January 2012;

·; the latest time and date for receipt of shareholders' forms of proxy and CREST Proxy Instructions is 10.00 a.m. on 4 January 2012;

·; the latest time and date for receipt of shareholders' elections is 4.30 p.m. on 11 January 2012; and

·; cheques are expected to be despatched to shareholders, BACS payments are expected to be made to shareholders and CREST accounts are expected to be credited by 24 January 2012.

In order to maintain (subject to market fluctuations) the market price for Existing Ordinary Shares at approximately the same level as prevailed immediately prior to the implementation of the B/C Share Scheme, a proportional share capital consolidation of the Company's Existing Ordinary Shares is also proposed. Shareholders will receive 22 New Ordinary Shares in substitution for every 25 Existing Ordinary Shares held at the Record Time.

A Circular setting out full details of the B/C Share Scheme and explaining why the Directors consider the B/C Share Scheme to be in the best interests of Shareholders as a whole will be dispatched to Shareholders later today, including a notice convening a General Meeting of the Company, to be held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN at 10.00 a.m. on 6 January 2012. The Circular will also be available at the Company's website at www.microfocus.com. A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do

Words and expressions defined in the Circular shall have the same meaning when used in this announcement unless the context otherwise requires.

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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.

Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.