Update re Return of Value and B/C 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")

26 October 2012

MICRO FOCUS INTERNATIONAL PLC ("MICRO FOCUS" OR THE "COMPANY")

RETURN OF VALUE TO SHAREHOLDERS: ADMISSION OF NEW ORDINARY SHARES AND RESULTS OF B/C SHARE SCHEME ELECTIONS

Following the approval by Shareholders of the Return of Value and B/C Share Scheme and certain related matters at the General Meeting of the Company held on 26 September 2012, the Company today provides an update in respect of the Return of Value and B/C Share Scheme.

Admission of New Ordinary Shares

The Company announces that, following the Share Capital Consolidation undertaken as part of the B/C Share Scheme, the New Ordinary Shares of 12 1/2 pence each in the capital of the Company will be admitted at 8.00 a.m. today to the premium listing segment of the Official List under ISIN GB00B83XCK58 and to trading on the London Stock Exchange's main market for listed securities. Following Admission, there will be a total of 165,095,660 New Ordinary Shares in issue, of which 15,927,797 New Ordinary Shares will be held in treasury. Therefore, the resulting total number of voting rights in Micro Focus is 149,167,863.

Following Admission, the above figure of 149,167,863 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Ordinary Shares to the Company under the FSA's Disclosure and Transparency Rules.

With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 1 November 2012, the Company will despatch share certificates in respect of New Ordinary Shares together with cheques in respect of fractional entitlements where these exceed £5.00 to those Shareholders who held their Existing Ordinary Shares in certificated form and until such time Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares. Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today.

Results of B/C Share Scheme elections

As at the Election Deadline of 4.30 p.m. on 25 October 2012, Shareholders' elections or, as the case may be, deemed elections, for the Share Alternatives in respect of the B/C Share Scheme were as follows:

Shareholders who had not made a valid election, and all Overseas Shareholders with a registered address in a Restricted Territory, have been deemed to have elected for the Income Option in respect of all of their Existing Ordinary Shares.

For the Share Alternatives set out above, 58,937,244 B Shares of 50 pence each and 105,147,405 C Shares of 0.0000001 pence each were allotted and will be issued at 8.00 a.m. today, split between the Income Option and the Capital Option as follows:

No application has been, or will be, made for the B Shares or the C Shares to be admitted to listing on the Official List or admitted to trading on the London Stock Exchange's main market for listed securities, nor will the B Shares or the C Shares be listed or admitted to trading on any other recognised

investment exchange.

Treasury Shares

In accordance with Listing Rule 12.6.4R, the Company advises that prior to the Share Capital Consolidation it had a total of 17,520,580 Existing Ordinary Shares held in treasury, and that on 25 October 2012 it cancelled from treasury 3 Existing Ordinary Shares in order to ensure that the number of New Ordinary Shares admitted to trading following the Share Capital Consolidation is a round number.

As set out above, following the above cancellation and the Share Capital Consolidation, the Company holds a total of 15,927,797 New Ordinary Shares in treasury.

Settlement

It is expected that on 1 November 2012 the Company will make a further announcement concerning the redemption of B Shares issued pursuant to the Capital Option, declaration of the Single C Share Dividend in respect of C Shares issued under the Income Option and the repurchase of the Deferred Shares.

It is expected that Shareholders that have elected for either the Income Option or Capital Option will receive their proceeds from the B/C Share Scheme by 12 November 2012.

Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular. All references in this announcement to times are to London times unless otherwise stated.

Enquiries:

Micro Focus Tel: +44 (0) 1635 32646

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.