Result of AGM

Friday, 23 September 2011

Micro Focus International plc

Result of Annual General Meeting and Share Buyback Authority

Results of Annual General Meeting

At the annual general meeting of Micro Focus International plc ("Micro Focus" or "the Group", LSE: MCRO.L) held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN on Thursday 22 September 2011 all resolutions were duly passed.

The full text of the resolutions is shown in the Notice of Annual General Meeting and full details of the votes received from shareholders for each resolution will be available on our website at www.microfocus.com.

A copy of all resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do 

Share Buyback Authority

At yesterday's AGM, shareholders voted in favour of renewing the Company's annual buyback authority up to a maximum of approximately 29.6m shares. This gives the Group the flexibility to continue the current on-market share buyback programme, should the Board so determine.

Any purchases made under the new annual buyback authority will be effected within certain pre-set parameters, including that the maximum price which may be paid for such ordinary shares is an amount equal to the higher of

(i) 105 per cent of the average of the middle market quotations of such ordinary shares derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which Micro Focus agrees to buy the shares concerned; and

(ii) the higher of the price of the last independent trade of any ordinary share and the highest current bid for an ordinary share as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buyback programmes and stabilisation of financial instruments (2273/2003).

The series of purchases made will not exceed 14.99% of the issued share capital of Micro Focus as at yesterday's date.

The timing and quantum of any purchases will be determined by Micro Focus in accordance with the above parameters and in consultation with its joint brokers, Numis Securities Limited and UBS Limited, with regard to prevailing market conditions and any other relevant considerations. The Group does not necessarily intend to limit purchases by reference to the average daily trading volumes in the Group's shares. Any purchases will be funded out of the Group's cash balances and available debt facilities.

Micro Focus confirms that it is not currently in possession of any unpublished price sensitive information. Any shares purchased will be cancelled or held in treasury.

Notes:

1. Votes were tendered in respect of 153,869,494 ordinary shares representing 82.94% of the issued share capital.

2. Any proxy appointments which gave discretion to the Chairman have been included in the "Shares For" total.

3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the "Shares For" and "Shares Against" a resolution.

Enquiries:

NOTES TO EDITORS:

About Micro Focus:

Micro Focus, a member of the FTSE 250, provides innovative software that allows companies to dramatically improve the business value of their enterprise applications. Micro Focus Enterprise Application Modernization, Management and Testing software enables customers' business applications to respond rapidly to market changes and embrace modern architectures with reduced cost and risk. For additional information please visit www.microfocus.com.