Update on COVID-19 in regards to dividend and AGM

18 March 2020

Micro Focus International plc

Update on COVID-19 in regards to dividend and annual general meeting

Micro Focus International plc ("Micro Focus" or "the Company") today announces that the Board is no longer recommending a final dividend for the year ended 31 October 2019 and therefore it intends to withdraw resolution number 2 as set out in the Notice of Annual General Meeting dated 18 February 2020 (the "Notice") relating to the approval of a proposed final dividend of 58.33 cents per ordinary share at its forthcoming Annual General Meeting.

Today's announcement is made in the context of the current increased macro uncertainty, which has been uniquely impacted by the global spread of COVID-19. While there has been no material impact on Micro Focus' business to date, the ultimate impact on the global economy is unknown. As a minimum we believe it appropriate to be prepared for a level of disruption to our new sales activity even though the majority of our revenues are contractual and recurring in nature. As a result, we think it is right to approach the next twelve months with a reduced risk appetite and heightened sense of caution. 

The Board will consider paying a second interim dividend in respect of the year ended 31 October 2019 (in lieu of the final dividend) once there is some visibility on the effects of the COVID-19 on the Company's business.

This decision not to pay a final dividend in no way alters the Board's view that the group remains appropriately capitalised, with robust profits underpinned by recurring strong cash flows. Micro Focus has cash on hand of in excess of $600 million at 29 February 2020. However, in the current extraordinary climate the board believes it is prudent to use every tool at its disposal to maximise the group's resilience in the face of exogenous shocks and to minimise any real or perceived financial risks arising from the current crisis.

As previously announced, the Company's Annual General Meeting ("AGM") will be held at 15:00 GMT on 25 March 2020 at its offices at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire RG14 1QN.

In view of the ongoing COVID-19 pandemic, Micro Focus is encouraging shareholders to appoint the Chairman as their proxy (either electronically or by post) with their voting instructions rather than attend the AGM in person. The deadline for doing this is by 15:00 GMT on Monday 23 March 2020 for shareholders and 13:00 EST on Wednesday 18 March 2020 for ADR shareholders. In order to reduce the risk of infection, the meeting will end immediately following the business of the AGM and there will be no refreshments. The Company is taking these precautionary measures to safeguard its shareholders' and employees' health and make the AGM as safe and efficient as possible.

Instructions on proxy voting are attached to the Notice of Meeting enclosed with the 2019 Annual Report already sent out to shareholders and which can be found on the Company's website:

https://investors.microfocus.com/investors-media/shareholder-information/general-meeting-information/ 

The COVID-19 pandemic is complex, fast moving and, at times, unpredictable. Micro Focus is continuously monitoring the situation and will continue to update shareholders on material corporate and business developments in the usual way, via a Regulatory Information Service.

Enquiries:

Micro Focus Tel: +44 (0)1635 32646

Stephen Murdoch, CEO [email protected]

Brian McArthur-Muscroft, CFO

Ben Donnelly, 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