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Micro Focus Intl - AGM 29 April 2019

Item 1: To amend the Articles of Association

At the extraordinary meeting held in August 2018, shareholders approved the disposal of SUSE Business to Marcel BidCo GmbH, a subsidiary of EQT Partners, for a total cash consideration of $2.535bn. The disposal was completed on 15 March 2019.  The Company is now proposing a return of capital with an aggregate principal amount equivalent to US$1.8bn.  The return of value represents approximately 17% of the market cap of the Company.

The amendments to the Articles of Association proposed are necessary to facilitate the return of capital via a B share scheme.  The proposed distribution is clearly justified and it is covered by the proceeds of the disposal of the SUSE business.  We recommend shareholders vote in favor.

Micro Focus International PLC

Micro Focus International is a global enterprise software provider. Co.'s solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements, including the protection of corporate information at all times. Co. has two operating segments: Micro Focus Product Portfolio and SUSE Product Portfolio. The Micro Focus Product Portfolio segment is managed with a single product group that makes and maintains the software. SUSE provides and supports enterprise-grade Linux and Open Source Software Defined Infrastructure and Application Delivery solutions.


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