Update re D Share Scheme

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")

1 November 2013

MICRO FOCUS INTERNATIONAL PLC

("MICRO FOCUS" OR THE "COMPANY")

D SHARE SCHEME - UPDATE IN RESPECT OF THE D SHARE DIVIDEND AND REPURCHASE OF DEFERRED SHARES

Following the announcement by Micro Focus on 25 October 2013, the Company provides an update in respect of the Return of Value and D Share Scheme.

Purchase Offer

Further to the Purchase Offer being made on 28 October 2013, Numis is now the registered holder of 32,473,432 D Shares, being the D Shares previously held by those Shareholders who had elected for the Capital Option.

It is expected that such Shareholders, who are entitled to receive payments in respect of the sale of their D Shares pursuant to the Purchase Offer, will be sent cheques or, if they held their Existing Ordinary Shares in CREST, will have their CREST accounts credited, by 12 November 2013.

D Share Dividend on all D Shares and repurchase of Deferred Shares

A committee of the Board resolved today that, subject to the provisions of the Companies Act and the Company's Articles of Association, the D Share Dividend of 60 pence per D Share issued become payable. Consequently, the D Shares were automatically reclassified as Deferred Shares having negligible value and carrying extremely limited rights. The committee further approved the purchase by the Company of the Deferred Shares for an aggregate consideration of one penny and the subsequent cancellation of such Deferred Shares.

It is expected that Shareholders entitled to receive the D Share Dividend will be sent cheques or, if mandate instructions are held in respect of a Sterling bank account, that payments will be made by BACS to mandated accounts in respect of the D Share Dividend by 12 November 2013.

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

Enquiries:

Micro Focus Tel: +44 (0) 1635 32646

Mike Phillips, Chief Financial Officer

Tim Brill, IR Director

Powerscourt Tel: +44 (0) 20 7250 1446

Giles Sanderson

Nick Dibden

Sophie Moate

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This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the Restricted Territories.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